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25-209 Streamline Software, Inc for Doc Access, for Accessible Document Services
Page 1 of 10 TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT AGREEMENT BETWEEN THE CITY OF CUPERTINO AND STREAMLINE SOFTWARE, INC. FOR SOFTWARE-AS-A-SERVICE THIS AGREEMENT (“Agreement”), by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and Streamline Software, Inc. a whose address is 3301 C Street, Suite 1000 , Sacramento, CA 95816 ("Software Provider") (collectively referred to as the “Parties”). RECITALS: The following Recitals are a substantive portion of this Agreement: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California. B. Software Provider is specially trained, experienced, and competent to perform the special services which will be required by this Agreement. C. City and Software Provider desire to enter into an agreement for Software Provider’s provision of software-as-a-service (SaaS) pertaining to City’s online systems. Through this Agreement, Software Provider shall provide to City Accessible Document Services relating to the City’s network. The full scope of services covered by this agreement is described in the attached Exhibit A: Service Level Agreement (the “SLA”). NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on the last date signed below (“Effective Date”). The term of this Agreement is 1 year, unless the Agreement is terminated prior thereto under the provisions of Section 16, below. The City’s appropriate department head or the City Manager may extend the Term through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 2. SCOPE OF SERVICES AND CONDITIONS THEREOF Subject to the terms and conditions set forth in this Agreement, Software Provider shall perform each and every service to the schedule of performance set forth in the SLA (collectively “Services”), as described below. A. Responsibilities of Software Provider. Software Provider shall provide the software services as further described in the SLA. The Services provided under this Agreement shall include (a) any software, plug-ins, or extensions related to the Services or upon which the Services are based including any and all updates, bug fixes, dot releases, version upgrades, or any similar changes that may be made available to the Software Provider from time to time (the “Software”), (b) any and all technical documentation necessary or use of the Services, online (the Page 2 of 10 “Documentation”), (c) regular maintenance of Software Provider’s system, and (d) other technology, user interfaces, know-how, and other trade secrets, techniques, designs, inventions, data, images, text, content, APIs, and tools provided in conjunction with the Services. B. Registration. Prior to using the Services, City shall identify the administrative users for its account (“Administrators”). Each Administrator will be provided an administrator ID and password. C. License Grant. Software Provider hereby grants City a license to use the Software and the Documentation for the permitted purpose of accessing the Services. D. Reservation of Rights and Data Ownership. City shall own all right, title, and interest in its data that is related to the services provided by this contract. Software Provider shall not access City user accounts or City data, except (1) as essential to fulfillment of the objectives of this Agreement, (2) in response to service or technical issues, or (3) at City’s written request. E. Data Protection. In carrying out the Services, Software Provider shall endeavor to protect the confidentiality of all confidential, non-public City data (“City Data”) as follows: 1. Implement and maintain appropriate security measures to safeguard against unauthorized access, disclosure, or theft of City Data in accordance with recognized industry practice. 2. City Data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, Software Provider is responsible for encryption of the City Data. 3. Software Provider shall not use any City Data collected by it in connection with the Service for any purpose other than fulfilling the obligations under this Agreement. F. Software Ownership. Software Provider owns the Services, Software, Documentation, and any underlying infrastructure provided by Service Provider in connection with this Agreement. City acknowledges and agrees that (a) the Services, any Software, and Documentation are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, (b) Software Provider retains all right, title, and interest (including, without limitation, all patent, copyright, trade secret, and other intellectual property rights) in and to the Services, the Software, any Documentation, any other deliverables, any and all related and underlying technology and any derivative works or modifications of any of the foregoing, including, without limitation, (c) the Software and access to the Services are licensed on a subscription basis, not sold, and City acquires no ownership or other interest in or to the Services, the Software, or the Documentation other than the license rights expressly stated herein, and (d) the Services are offered as an on-line, hosted solution, and that City has no right to obtain a copy of the Services. G. Restrictions. City agrees not to, directly or indirectly,: (i) modify, translate, copy, or create derivative works based on the Service or any element of the Software, (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein or block or disrupt any use or enjoyment of the Services by any third party, (iii) attempt to gain unauthorized access to the Services or their related systems or networks or (iv) remove or obscure any proprietary or other notice Page 3 of 10 contained in the Services, including on any reports or data printed from the Services. H. Security Incident. In the event a data breach occurs with respect to City Data, Software Provider shall immediately notify the appropriate City contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. Software Provider shall (1) cooperate with City to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. I. Notification of Legal Requests. Software Provider shall contact City upon receipt of any electronic discovery, litigation holds, discovery searches, and expert testimonies related to City Data. Software Provider shall not respond to subpoenas, service of process, and other legal requests related to City without first notifying City, unless prohibited by law from providing such notice. J. Access to Security Logs and Reports. Software Provider shall provide reports to City in a format as specified in the SLA agreed to by both Software Provider and City. Reports shall include latency statistics, user access, user access IP address, user access history, and security logs for all City files related to this Agreement. K. Responsibilities and Uptime Guarantee. Software Provider shall be responsible for the acquisition and operation of all hardware, software, and network support related to the services being provided. The technical and professional acti vities required for establishing, managing and maintaining the environments are the responsibilities of Software Provider. The Service will have a Monthly Uptime Percentage of at least 99.9% during each calendar month, excluding Scheduled Maintenance (with at least 48 hours’ notice), emergency maintenance, and events beyond Software Provider’s reasonable control. L. Subcontractor Disclosure. Software Provider shall identify all of its strategic business partners related to services provided under this Agreement, including all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with Software Provider, and who shall be involved in any application development and/or operations. M. Business Continuity and Disaster Recovery. Software Provider shall provide to City a written business continuity and disaster recovery plan prior to or at the time of execution of this agreement and shall ensure that it meets City’s recovery time objective (RTO) of four (4) hours or less. N. Compliance with Accessibility Standards. Software Provider shall comply with and adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101). O. Web Services. Software Provider shall use Web services exclusively to interface with City Data in near real time when possible. P. Encryption of Data at Rest. Software Provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic Modules for all personal data, unless City approves the storage of personal data on Software Provider’s portable device in order to accomplish work as defined in the statement of work. Page 4 of 10 3. COMPENSATION TO SOFTWARE PROVIDER Software Provider shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed ($14,400.00)dollars. The payments specified in this section shall be the only payments to be made to Software Provider for services rendered pursuant to this Agreement. Software Provider shall invoice City according to the following schedule of milestones/deliverables: Milestone/Deliverable Total Amount Agreement Signature $14,400 City shall pay Contractor within thirty (30) days after receipt of Service Provider’s invoice. City shall return to Contractor any payment request determined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the reasons why the payment request is not proper. 4. TIME IS OF THE ESSENCE Software Provider and City agree that time is of the essence regarding the performance of this Agreement. 5. LICENSES; PERMITS; ETC. Software Provider represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required to carry out the purposes of this Agreement. 6. ASSIGNMENTS. Software Provider may assign, sublease, or transfer this Agreement, or any interest therein, to a third party with the prior written consent of City. Such consent shall not be unreasonably withheld. City’s withholding of consent shall be deemed reasonable if it appears that the intended assignee in question is not financially or technically capable of performing Software Provider’s obligations under this Agreement, or if City has reason to conclude that the proposed assignee is otherwise incapable of fulfilling Software Provider’s duties hereunder. 7. INDEPENDENT PARTIES City and Software Provider intend that the relationship between them created by this Agreement is that of independent contractor. No civil service status or other right of employment will be acquired by virtue of Software Provider's services. None of the benefits provided by City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation, and sick leave are available from City to Software Provider, its employees, or agents. Software Provider is not a "public official" for purposes of Government Code §§ 87200 et seq. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Software Provider assumes any and all responsibility for verifying the identity and Page 5 of 10 employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal or state rules and regulations. Software Provider shall indemnify and hold City harmless from and against any loss, damage, liability, costs, or expenses arising from any noncompliance of thi s provision by Software Provider. 9. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination, Software Provider agrees that neither it nor its employee or subcontractors shall harass or discriminate against a job applicant, a City employee, or a citizen on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class status. Software Provider agrees that any and all violations of this provision shall constitute a material breach of this Agreement. Software provider agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Software Provider agrees to, at its expense, defend and/or settle any claim made by a third party against City alleging that the City's use of the Services infringes such third party’s United States patent, copyright, trademark, or trade secret (an “IP Claim”), and pay those amounts finally awarded by a court of competent jurisdiction against City with respect to such IP Claim. 11. DUTY TO INDEMNIFY AND HOLD HARMLESS Software Provider shall indemnify, defend, and hold harmless City and its officers, officials, agents, employees, and volunteers from and against any and all third-party liability, claims, actions, causes of action, or demands whatsoever against any of them, including for any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential, or otherwise, arising out of, pertaining to, or related to the performance of this Agreement by Software Provider or Software Provider’s employees, officers, officials, agents, or subcontractors, , but only to the extent caused by the negligence or willful misconduct of Software Provider or its employees, officers, officials, agents, or subcontractors except where such liability arises solely as a result of the active negligence or willful misconduct of City. Such costs and expenses shall include reasonable attorneys’ fees, expert fees, and all other costs and fees of litigation; provided, however, that Software Provider shall have the right to assume and control the defense of any such claim with counsel reasonably acceptable to City. Provider agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. Page 6 of 10 The provisions of this Section 11 survive the completion of the Services or termination of this Agreement. The indemnification obligations in this Section 11 are conditioned upon the indemnified party (i) providing prompt written notice of any claim for which it seeks indemnification (provided that failure to provide prompt notice will relieve the indemnifying party of its obligations only to the extent it is materially prejudiced thereby), (ii) granting the indemnifying party sole control of the defense and settlement of the claim (except that the indemnified party’s prior written consent, not to be unreasonably withheld, is required for any settlement imposing non-indemnified obligations or admissions of fault on the indemnified party or when the approval of the City Council of the indemnified party is required), and (iii) providing reasonable cooperation at the indemnifying party’s expense. LIMITATION OF LIABILITY Except for (i) City’s payment obligations under this Agreement and (ii) either party’s liability for its fraud or willful misconduct, in no event shall either party’s aggregate liability arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, exceed the total fees paid or payable by City to Software Provider under this Agreement during the twelve (12) months immediately preceding the event giving rise to such liability. For the avoidance of doubt, all indemnification obligations of either party under Section 11 are expressly subject to this aggregate cap. In no event shall either party be liable to the other for any indirect, special, incidental, consequential, or punitive damages (including lost profits), even if advised of the possibility of such damages, and these limitations apply even if a remedy fails of its essential purpose. 12. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Software Provider shall furnish City with certificates showing the type, amount, class of operations covered, effective dates, and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit B. Software Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement. B. Subrogation Waiver. Software Provider agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Software Provider shall look solely to its insurance for recovery. Software Provider hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Software Provider or City with respect to the services of Software Provider herein, a waiver of any right to subrogation which any such insurer of said Software Provider may acquire against City by virtue of the payment of any loss under such insurance. 13. RECORDS Page 7 of 10 Software Provider shall maintain internal records reflecting that the Services were performed by Software Provider hereunder in accordance with customary recordkeeping practices in the software development industry. Software Provider shall provide free access to such records to the representatives of City or its designee’s at all reasonable and proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary. No such examination and audit shall give City the right to access records relating to other Software Provider customers. Such records shall be maintained for a period of four (4) years after Software Provider receives final payment from City for all services required under this Agreement. 14. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code, and this Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 15. NOTICES All notices, requests, and approvals must be sent to the persons below in writing or via email to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight deliv ery service, on the fifth (5th) calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: TO CITY: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Teri Gerhardt TO SOFTWARE PROVIDER: Streamline Software, Inc. 3301 C Street, Suite 1000 Sacramento, CA 95816 Attention: Patrick McCann-Kingston 16. TERMINATION A. Basis for Termination. In the event Software Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Software Provider shall be deemed in default in the performance of this Agreement. If Software Provider fails to cure the default within the time specified and according to the requirements set forth in City’s written notice of default, and Page 8 of 10 in addition to any other remedy available to the City by law, the City Manager or her designee may terminate the Agreement by giving Software Provider written notice thereof, which shall be effective immediately. The City Manager or her designee shall also have the option, at her sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Software Provider as provided herein. Upon receipt of any notice of termination, Software Provider shall immediately discontinue performance. B. Pro Rata Payments. City shall pay Software Provider for services performed up to the effective date of termination. In such event, a calculation of the amounts due shall be deemed correct as computed on a pro rata basis with compensation provided for the period of service paid as a percentage of the total contract amount. C. Handling of City Data. In the event of a termination of this Agreement, Software Provider shall implement an orderly return of City data in a CSV or another mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of City data. During any period of service suspension, Software Provider shall not take any action to intentionally erase any City data for a period of thirty (30) days after the effective date of termination, unless authorized by City. City shall be entitled to any post-termination assistance generally made available with respect to the Services; unless a unique data retrieval arrangement has been established as part of the SLA. Software Provider shall securely dispose of all requested data in all of its forms, including disk, CD/DVD, backup tape, and paper, when requested by City. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (N IST)- approved methods. Certificates of destruction shall be provided to City. 17. WARRANTY AND WARRANTY DISCLAIMER Software Provider warrants that, (i) the Services shall be provided in a diligent, professional, and workmanlike manner in accordance with industry standards, (ii) the Services provided under this Agreement do not infringe or misappropriate any intellectual property rights of any third party, and (iii) the Services shall substantially perform in all material respects as described in the SLA. In the event of any breach of section (iii), above, Software Provider shall, as its sole liability and as City’s sole remedy, repair or replace the Services that are subject to the warranty claim at no cost to City, or if Software Provider is unable to repair or replace, then it will refund any pre-paid fees for services not rendered. Except for the warranty described in this section, the Services are provided without warranty of any kind, express or implied, including, but not limited to, the implied warranties or conditions of design, merchantability, fitness for a particular purpose, and any warranties of title and non-infringement. 18. SECURITY, DATA USE, AND ACCESSIBILITY Security Program. Software Provider maintains an information-security program with administrative, physical, and technical safeguards (including AES-256 at rest and TLS 1.3 in transit). Page 9 of 10 Aggregate/De-Identified Use. Software Provider may retain and internally use Customer Data in aggregated and de-identified form to improve its products and services. Accessibility Commitment. Software Provider will, at no charge, correct reproducible accessibility defects or provide an effective accommodation within one business day; WCAG 2.1 AA is the target conformance level. 19. COMPLIANCE Software Provider shall comply with all state or federal laws and all ordinances, rules, policies, and regulations enacted or issued by City. 20. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any suits brought pursuant to this Agreement shall be filed with the Superior Court for the County of Santa Clara, State of California. 21. ADVERTISEMENT Software Provider shall not post, exhibit, or display, or allow to be posted, exhibited, or displayed, any signs, advertising, show bills, lithographs, posters, or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. DOCACCESS TERMS INCORPORATED; ORDER OF PRECEDENCE.DOCACCESS TERMS INCORPORATED; ORDER OF PRECEDENCE. For the DocAccess hosted service (the “Service”), the DocAccess Customer Terms of Service available at https://docaccess.com/terms-of-service (the “TOS”) are incorporated by reference and govern Customer’s access to and use of the Service. If the TOS URL changes, Software Provider will provide the updated URL; any TOS updates apply prospectively and will not diminish City’s material protections in this Agreement without City’s written consent. Order of Precedence. In the event of a conflict among documents related to the Service, the following order applies: (1) this Agreement (as modified hereby); (2) the Service Level Agreement and any other exhibits; and (3) the TOS. 22. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed. SIGNATURES CONTINUE ONTO NEXT PAGE Page 10 of 10 CITY OF CUPERTINO A Municipal Corporation By ___________________ Title ___________________ Date __________________ APPROVED AS TO FORM: _________________________ MICHAEL K. WOO Senior Assistant City Attorney ATTEST: __________________________ City Clerk __________________________ Date SOFTWARE PROVIDER Streamline Software, Inc. By ___________________ Title ___________________ Date __________________ COO/CFO 12/19/2025 Teri Gerhardt CTO 12/19/2025 12/19/2025 Page 1 of 9DocAccess Service Proposal for City of Cupertino Accessible Document Service Proposal Transform Your PDFs into Fully Accessible, Searchable, and Translatable Documents PREPARED FOR Teri Gerhardt Chief Information Officer City of Cupertino terig@cupertino.org PREPARED BY Patrick McCann-Kingston Business Development Representative DocAccess by Streamline Software patrick@getstreamline.com (916) 900-6619 EXHIBIT A Page 2 of 9DocAccess Service Proposal for City of Cupertino Executive Summary City of Cupertino faces a critical deadline for PDF accessibility compliance. After analyzing 3,533 links across its web properties, the DocAccess tool discovered 4,000 documents containing approximately 30,000 pages. With this agreement, DocAccess will ensure all current and future documents on cupertino.gov are served in an accessible format. Traditional remediation of all these documents would cost approximately $210,000 or could take 125 weeks of dedicated staff time. DocAccess offers an immediate, cost-effective solution at just $1,200 per month — that's 93% less than traditional remediation in the first year alone, with instant deployment and ongoing compliance. The Accessibility Challenge Under the Americans with Disabilities Act (ADA) and recent Department of Justice guidelines, all public-facing digital content must be accessible to people with disabilities. This includes: Meeting WCAG 2.1 AA standards for all PDF documents✓ Providing equal access to information for all users✓ Avoiding costly lawsuits and compliance penalties✓ Serving your community's 15-20% of residents with disabilities✓ Enhancing accessibility for Cupertino’s diverse community—where a significant portion of residents speak languages other than English at home—ensures all residents can engage with city services and information effectively (U.S. Census Bureau, 2022 ACS 5-Year Estimates). ✓ Page 3 of 9DocAccess Service Proposal for City of Cupertino The DocAccess Solution DocAccess transforms your existing PDFs into fully accessible documents without changing your files or website structure. Our cloud-based solution provides: ♿Instant Accessibility Automatic conversion to screen-reader compatible HTML with proper semantic structure and WCAG 2.1 AA compliance. 🌐150+ Language Translation Real-time translation powered by Google Translate, prioritizing languages spoken in your service area. 🔍AI-Powered Search & Q&A Users can search within documents and ask questions in plain language, getting instant answers in their preferred language. 🧑💻Live Visual Interpretation 24/7 access to professional interpreters via Aira for users who need additional assistance - included at no extra cost. 📱Mobile Optimization Responsive design ensures perfect viewing on all devices, from smartphones to desktop computers. 🎨Smart Image Description AI-generated comprehensive alt-text for all images, charts, maps, and diagrams following WCAG best practices. Page 4 of 9DocAccess Service Proposal for City of Cupertino Technical Excellence & Compliance DocAccess is built on industry-leading standards and partnerships: Full WCAG 2.1 AA compliance verified by VeraPDF validation✓ Section 508 and ADA Title II & III compliance✓ ISO 14289 (PDF/UA) standard adherence✓ Tested with all major screen readers (JAWS, NVDA, VoiceOver)✓ Regular audits by accessibility experts✓ Continuous improvement through user feedback✓ Page 5 of 9DocAccess Service Proposal for City of Cupertino Simple Implementation Process 1 Quick Installation (15 minutes) Add one line of code to your website - similar to Google Analytics. Works with any CMS or platform. 2 Automatic Processing (24 hours) DocAccess scans and processes all your PDFs, creating accessible versions without touching your original files. 3 Go Live & Stay Compliant Your PDFs are now fully accessible. New documents are processed automatically. Full dashboard for monitoring. Page 6 of 9DocAccess Service Proposal for City of Cupertino Investment & Value Recommended Plan: Pro $1,200/month For all current and future documents on cupertino.gov Includes $10,000 in indemnification coverage What's Included: Unlimited document views and downloads✓ Automatic processing of new documents✓ All accessibility features (translation, Q&A, live assistance)✓ Compliance monitoring dashboard✓ Regular accuracy reviews by experts✓ No setup fees or hidden costs✓ Flexibility to change plans anytime✓ Page 7 of 9DocAccess Service Proposal for City of Cupertino Cost Comparison: Traditional PDF remediation: $210,000 (one-time) DocAccess solution: $1,200 per month You save $195,600 in the first year alone! Page 8 of 9DocAccess Service Proposal for City of Cupertino Frequently Asked Questions Do I need to remediate my existing PDFs? No. DocAccess creates fully compliant WCAG 2.1 AA compliant HTML formats that are the gold standard for ADA requirements. Your original PDFs remain unchanged as an alternative format for printing. How quickly can we be compliant? Most organizations are fully operational within 24-48 hours of installing the DocAccess code. Complex documents may take slightly longer for our quality review process. What about documents on external sites we link to? DocAccess uniquely handles external PDFs you link to, ensuring your users have an accessible experience even with third-party documents. Is this solution legally compliant? Yes. DocAccess meets all federal ADA requirements and state-specific regulations. We offer up to $250,000 in indemnification coverage for added protection. Exhibit B - Insurance Requirements for SaaS Agreements 1 Version: May 2025 Software Provider shall procure and maintain for the duration of the contract at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES 1.Workers' Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 each accident/disease. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants. Not required. Software Provider has provided written verification of no employees. 2.Commercial General Liability: Coverage shall be at least as broad as Insurance Services Office Form CG 00 01 with limits no less than $2,000,000 per occurrence, $4,000,000 general aggregate, and $2,000,000 products and completed operations aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Software Provider’s policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon. 3.Automobile Liability Coverage shall be provided using ISO CA 00 01 (or equivalent) covering any auto (Code 1), or if Software Provider has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limits no less than $1,000,000 each accident for bodily injury and property damage. Ξ Not required. Software Provider shall be fully remote and not use automobiles to provide the service. In the event Software Provider uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Software Provider does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Software Provider has provided written confirmation that it does not own any autos. Software Provider shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non- Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Software Provider uses an owned automobile or Exhibit B: Insurance Requirements and Proof of Insurance Exhibit B - Insurance Requirements for SaaS Agreements 2 Version: May 2025 automobiles in the operation of its business to provide services under this Agreement, the Software Provider shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). In lieu of Business Automobile Liability, Software Provider shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 4. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, release of private information or personally identifiable information (PII), alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. OTHER INSURANCE PROVISIONS Additional Insureds: The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s Commercial General Liability, Automobile Liability, and Cyber Liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage: Coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Software Provider’s insurance and shall not contribute to it. Notice of Cancellation: Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Software Provider shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Exhibit B - Insurance Requirements for SaaS Agreements 3 Version: May 2025 Waiver of Subrogation: Software Provider waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability, Cyber Liability, and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions: Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers: Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Absence of Insurance Coverage: City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Software Provider. Verification of Coverage: Software Provider shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Software Provider’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors: Software Provider shall require and verify that all subconsultants maintain insurance required herein, and Software Provider shall ensure that City is an additional insured on subconsultant’s insurance policies. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. Higher Insurance Limits: If Software Provider maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Software Provider. Adequacy of Coverage: City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 11/21/2025 McGee & Thielen Insurance Brokers, Inc. 3840 Rosin Court, Suite 245 Sacramento, CA 95834 916-646-1919 916-646-0995 www.mcgeethielen.com 0633187 Citizens Insurance Company of America 31534 Allmerica Financial Benefit Insurance Co 41840 The Hanover Insurance Company 22292 A 1,000,000OBF A166284 12/31/2024 12/31/2025 300,000 3 5,000 3 1,000,000 2,000,000 2,000,000 A OBF A166284 12/31/2024 12/31/2025 1,000,000 3 3 A OBF A166284 12/31/2024 12/31/2025 5,000,00033 5,000,000 B WZF-A166053-12 12/31/2024 12/31/2025 3 1,000,000Y 1,000,000 1,000,000 C Technology Professional Liability LHF-H437448-12 12/31/2024 12/31/2025 $2,000,000 Each / Aggregate; $10,000 Ded (Cyber Liability & Web Hosting) John Bradford 3 Streamline Software, Inc. 3301 C Street, Suite 1000 Sacramento CA 95816 88034991 3 3 3 City of Cupertino is included as additional insured under the general liability per attached endorsement form 391-1006; primary & non-contributory and applies per attached blanket endorsement form WC 04 03 06. Notice of Cancellation applies with respect to General Liability, Auto Liability and City of Cupertino 10300 Torre Ave Cupertino CA 95014 waiver of subrogation included under the General Liability per attached blanket endorsement form 391-1003. Workers Compensation waiver of subrogation Workers Compensation - 30 days in advance or 10 days in advance if due to non-payment of premium. 88034991 | 24/25 Master | Shanon Pham | 11/21/2025 2:23:19 PM (PST) | Page 1 of 11 OBF A166284 5701335 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants.This coverage is subject to the provisions applicable to the Businessowners Coverage Form,except as provided below. The following changes are made to SECTION II - LIABILITY: 1.Additional Insured by Contract,Agreement or Permit The following is added to SECTION II - LIABILITY,C.Who Is An Insured: Additional Insured by Contract,Agreement or Permit a.Any person or organization with whom you agreed in a written contract,written agreement or permit to add such person or organization as an additional insured on your policy is an additional insured only with respect to liability for "bodily injury ", "property damage",or "personal and advertising injury "caused,in whole or in part,by your acts or omissions,or the acts or omissions of those acting on your behalf, but only with respect to: (1)"Your work"for the additional insured(s) designated in the contract,agreement or permit; (2)Premises you own,rent,lease or occupy;or (3)Your maintenance,operation or use of equipment leased to you. b.The insurance afforded to such additional insured described above: (1)Only applies to the extent permitted by law;and (2)Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. (3)Applies on a primary basis if that is required by the written contract,written agreement or permit. (4)Will not be broader than coverage provided to any other insured. (5)Does not apply if the "bodily injury ", "property damage"or "personal and advertising injury"is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission.Page 1 of 6 SUMMARY OF COVERAGES Limits Page 1.Additional Insured by Contract,Agreement or Permit Included 1 2.Additional Insured -Broad Form Vendors 3.Alienated Premises 4.Broad Form Property Damage -Borrowed Equipment,Customers Goods and Use of Elevators 5.Incidental Malpractice (Employed Nurses,EMT's and Paramedics) 6.Personal and Advertising Injury -Broad Form 7.Product Recall Expense Product Recall Expense Each Occurrence Limit Product Recall Expense Aggregate Limit Product Recall Deductible 8.Unintentional Failure to Disclose Hazards 9.Unintentional Failure to Notify Included Included Included Included Included Included $25,000 $50,000 $500 Included Included 2 3 3 3 4 4 5 5 5 6 6 Aggregate Occurrence 88034991 | 24/25 Master | Shanon Pham | 11/21/2025 2:23:19 PM (PST) | Page 2 of 11 c.This provision does not apply: (1)Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury", "property damage", or "personal injury and advertising injury". (2)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3)To any lessor of equipment: (a)After the equipment lease expires; or (b)If the "bodily injury", "property damage", "personal and advertising injury" arises out of sole negligence of the lessor. (4)To any: (a)Owners or other interests from whom land has been leased if the "occurrence" takes place or the offense is committed after the lease for the land expires; or (b)Managers or lessors of premises if: (i)The "occurrence " takes place or the offense is committed after you cease to be a tenant in that premises; or (ii)The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (5)To "bodily injury","property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrenc e" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury " involved the rendering of or failure to render any professional services by or for you. d.With respect to the insurance afforded to these additional insureds, the following is added to SECTION II - LIABILITY, D. Liability and Medical Expense Limits of Insurance: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1.Required by the contract, agreement or permit described in Paragraph a.; or 2.Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations e.All other insuring agreements, exclusions, and conditions of the policy apply. 2.Additional Insured - Broad Form Vendors The following is added to SECTION II - LIABILITY, C. Who Is An Insured: Additional Insured - Broad Form Vendors a.Any person or organization that is a vendor with whom you agreed in a written contract or written agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for "bodily injury " or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b.The insurance afforded to such vendor described above: (1)Only applies to the extent permitted by law; (2)Will not be broader than the insurance which you are required by the contract or agreement to provide for such vendor; (3)Will not be broader than coverage provided to any other insured; and (4)Does not apply if the "bodily injur y", "property damage" or "personal and advertising injury " is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto c.With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (1)"Bodily injur y" or "property damage" for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (2)Any express warranty unauthorized by you; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 2 of 6 88034991 | 24/25 Master | Shanon Pham | 11/21/2025 2:23:19 PM (PST) | Page 3 of 11 OBF A166284 5701335 (3)Any physical or chemical change in the product made intentionally by the vendor; (4)Repackaging,unless unpacked solely for the purpose of inspection, demonstration,testing,or the substitution of parts under instruction from the manufacturer,and then repackaged in the original container; (5)Any failure to make such inspection, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (6)Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; (7)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor; (8)"Bodily injury"or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (a)The exceptions contained within the exclusion in subparagraphs (4)or (6) above;or (b)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (9)"Bodily injury "or "property damage" arising out of an "occurrence"that took place before you have signed the contract or agreement with the vendor. (10)To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (11)Any insured person or organization, from whom you have acquired such products,or any ingredient,part or container,entering into,accompanying or containing such products. d.With respect to the insurance afforded to these vendors,the following is added to SECTION II -LIABILITY,D.Liability and Medical Expense Limits of Insurance : The most we will pay on behalf of the vendor for a covered claim is the lesser of the amount of insurance: 1.Required by the contract or agreement described in Paragraph a.;or 2.Available under the applicable Limits of Insurance shown in the Declarations; This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3.Alienated Premises SECTION II -LIABILITY,B.Exclusions,1. Applicable To Business Liability Coverage k. Damage to Property,paragraph (2)is replaced by the following: (2)Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises and occurred from hazards that were known by you,or should have reasonably been known by you,at the time the property was transferred or abandoned. 4.Broad Form Property Damage -Borrowed Equipment,Customers Goods,Use of Elevators a.The following is added to SECTION II - LIABILITY,B.Exclusions,1.Applicable To Business Liability Coverage,k.Damage to Property: Paragraph (4)does not apply to "property damage"to borrowed equipment while at a jobsite and not being used to perform operations. Paragraph (3),(4)and (6)do not apply to "property damage"to "customers goods" while on your premises nor to the use of elevators. b.For the purposes of this endorsement,the following definition is added to SECTION II - LIABILITY,F.Liability and Medical Expenses Definitions: 1."Customers goods"means property of your customer on your premises for the purpose of being: a.Worked on;or b.Used in your manufacturing process. c.The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess,contingent or on any other basis. 5.Incidental Malpractice -Employed Nurses,EMT's and Paramedics SECTION II -LIABILITY,C.Who Is An Insured , paragraph 2.a.(1)(d)does not apply to a nurse, 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission.Page 3 of 6 88034991 | 24/25 Master | Shanon Pham | 11/21/2025 2:23:19 PM (PST) | Page 4 of 11 emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. 6.Personal Injury - Broad Form a.SECTION II - LIABILITY, B. Exclusions, 2. Additional Exclusions Applicable only to "Personal and Advertising Injury", paragraph e. is deleted. b.SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, 14. "Personal and advertising injury", paragraph b.is replaced by the following: b.Malicious prosecution or abuse of process. c.The following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions, Definition 14."Personal and advertising injury": "Discrimination " (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such "discrimination" is: (1)Not done intentionally by or at the direction of: (a)The insured; (b)Any officer of the corporation, director, stockholder, partner or member of the insured; and (2)Not directly or indirectly related to an "employee", not to the employment, prospective employment or termination of any person or persons by an insured. d.For purposes of this endorsement, the following definition is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1."Discrimination " means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. "Discrimination " does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. e.This coverage does not apply if liability coverage for "personal and advertising injury" is excluded either by the provisions of the Coverage Form or any endorsement thereto. 7.Product Recall Expense a.SECTION II - LIABILITY, B. Exclusions, 1. Applicable To Business Liability Coverage, o. Recall of Products, Work or Impaired is replaced by the following: o.Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to "product recall expenses" that you incur for the "covered recall" of "your product". However, the exception to the exclusion does not apply to "product recall expenses" resulting from: (4)Failure of any products to accomplish their intended purpose; (5)Breach of warranties of fitness, quality, durability or performance; (6)Loss of customer approval, or any cost incurred to regain customer approval; (7)Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (8)Caprice or whim of the insured; (9)A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of "your products" that have no known or suspected defect solely because a known or suspected defect in another of "your products" has been found. b.The following is added to SECTION II - LIABILITY, C. Who Is An Insured, paragraph 3.b.: "Product recall expense" arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 4 of 6 Property 88034991 | 24/25 Master | Shanon Pham | 11/21/2025 2:23:19 PM (PST) | Page 5 of 11 OBF A166284 5701335 c.The following is added to SECTION II - LIABILITY,D.Liability and Medical Expenses Limits of Insurance: Product Recall Expense Limits of Insurance a.The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense Coverage regardless of the number of: (1)Insureds; (2)"Covered Recalls"initiated;or (3)Number of "your products" withdrawn . b.The Product Recall Expense Aggregate Limit is the most that we will reimburse you for the sum of all "product recall expenses"incurred for all "covered recalls"initiated during the policy period. c.The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d.All "product recall expenses "in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one "occurrence". e.Any amount reimbursed for "product recall expenses"in connection with any one "occurrence "will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of "product recall expenses"in connection with any other defect or deficiency. f.If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of "product recall expenses"to an amount that is less than the Product Recall Expense Each Occurrence Limit,the remaining Aggregate Limit is the most that will be available for reimbursement of "product recall expenses"in connection with any other defect or deficiency. g.Product Recall Deductible We will only pay for the amount of "product recall expenses"which are in excess of the $500 Product Recall Deductible.The Product Recall Deductible applies separately to each "covered recall".The limits of insurance will not be reduced by the amount of this deductible. We may,or will if required by law,pay all or any part of any deductible amount,if applicable.Upon notice of our payment of a deductible amount,you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations,unless the policy period is extended after issuance for an additional period of less than 12 months. In that case,the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. d.The following is added to SECTION II - LIABILITY,E.Liability and Medical Expense General Conditions,2.Duties in the Event of Occurrence,Offense,Claim or Suit : You must see to it that the following are done in the event of an actual or anticipated "covered recall"that may result in "product recall expense": (1)Give us prompt notice of any discovery or notification that "your product"must be withdrawn or recalled.Include a description of "your product"and the reason for the withdrawal or recall; (2)Cease any further release,shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. e.For the purposs of this endorsement,the following definitions are added to SECTION II -LIABILITY,F.Liability and Medical Expenses Definitions: 1."Covered recall "means a recall made necessary because you or a government body has determined that a known or suspected defect,deficiency, inadequacy,or dangerous condition in "your product"has resulted or will result in "bodily injury"or "property damage". 2."Product recall expense(s)"means: a.Necessary and reasonable expenses for: (1)Communications,including radio or television announcements or printed advertisements including stationary,envelopes and postage; 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices,Inc.,with its permission.Page 5 of 6 88034991 | 24/25 Master | Shanon Pham | 11/21/2025 2:23:19 PM (PST) | Page 6 of 11 (2)Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3)Remuneration paid to your regular "employees"for necessary overtime; (4)Hiring additional persons, other than your regular "employees"; (5)Expenses incurred by "employees" including transportation and accommodations; (6)Expenses to rent additional warehouse or storage space; (7)Disposal of "your product", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury " or "property damage" as a result of such disposal, you incur exclusively for the purpose of recalling "your product"; and b.Your lost profit resulting from such "covered recall". f.This Product Recall Expense Coverage does not apply: (1)If the "products - completed operations hazard" is excluded from coverage under this Coverage Part including any endorsement thereto; or (2)To "product recall expense" arising out of any of "your products" that are otherwise excluded from coverage under this Coverage Part including endorsements thereto. 8.Unintentional Failure to Disclose Hazards The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions: Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 9.Unintentional Failure to Notify The following is added to SECTION II - LIABILITY, E. Liability and Medical Expenses General Conditions, 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury ", "property damage" or "personal and advertising injury" is not covered under this Policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. 391-1006 08 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 6 of 6 88034991 | 24/25 Master | Shanon Pham | 11/21/2025 2:23:19 PM (PST) | Page 7 of 11 88034991 | 24/25 Master | Shanon Pham | 11/21/2025 2:23:19 PM (PST) | Page 8 of 11 88034991 | 24/25 Master | Shanon Pham | 11/21/2025 2:23:19 PM (PST) | Page 9 of 11 88034991 | 24/25 Master | Shanon Pham | 11/21/2025 2:23:19 PM (PST) | Page 10 of 11 Streamline Software, Inc. 12/31/2024 88034991 | 24/25 Master | Shanon Pham | 11/21/2025 2:23:19 PM (PST) | Page 11 of 11 Doc Access, for Accessible Document Services Final Audit Report 2025-12-19 Created:2025-12-18 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA3lRuFxOUxmUmzbJZ_pyJVjVIdO0RuqaQ "Doc Access, for Accessible Document Services" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-12-18 - 10:53:54 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2025-12-18 - 10:59:22 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2025-12-18 - 10:59:33 PM GMT- IP address: 54.235.62.131 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2025-12-18 - 11:02:48 PM GMT - Time Source: server- IP address: 69.209.31.163 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-12-18 - 11:02:51 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-12-18 - 11:03:00 PM GMT- IP address: 35.153.39.82 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-12-19 - 5:46:00 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Chris Mondfrans (chris.mondfrans@getstreamline.com) for signature 2025-12-19 - 5:46:04 PM GMT Email viewed by Chris Mondfrans (chris.mondfrans@getstreamline.com) 2025-12-19 - 5:46:12 PM GMT- IP address: 74.125.209.134 Document e-signed by Chris Mondfrans (chris.mondfrans@getstreamline.com) Signature Date: 2025-12-19 - 6:49:20 PM GMT - Time Source: server- IP address: 104.220.137.25 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2025-12-19 - 6:49:23 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2025-12-19 - 6:49:32 PM GMT- IP address: 3.86.254.223 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2025-12-19 - 6:54:20 PM GMT - Time Source: server- IP address: 98.33.114.31 Document emailed to terig@cupertino.org for signature 2025-12-19 - 6:54:24 PM GMT Email viewed by terig@cupertino.org 2025-12-19 - 6:54:36 PM GMT- IP address: 44.221.63.133 Signer terig@cupertino.org entered name at signing as Teri Gerhardt 2025-12-19 - 7:04:50 PM GMT- IP address: 73.71.247.175 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2025-12-19 - 7:04:52 PM GMT - Time Source: server- IP address: 73.71.247.175 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-12-19 - 7:04:55 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-12-19 - 7:05:06 PM GMT- IP address: 54.235.62.131 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-12-19 - 8:22:32 PM GMT - Time Source: server- IP address: 104.28.116.90 Agreement completed. 2025-12-19 - 8:22:32 PM GMT