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HomeMy WebLinkAbout24-155 ECS_Amendment #1 dated 12-31-25 for LaserFiche Licensing & Support1 FIRST AMENDMENT TO AGREEMENT 24-155 BETWEEN THE CITY OF CUPERTINO AND MCCi, LLC., FOR LASERFICHE LICENSING This First Amendment to Agreement 24-155 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and MCCi, LLC., a Corporation (“Contractor”) whose address is3717 Apalachee Pkwy #201, Tallahassee, FL 32311, and is made with reference to the following: RECITALS: A. On December 5, 2024, Agreement 24-155 (“Agreement”) was entered into by and between City and Contractor for LaserFiche Licensing. B. On July 23, 2025, Contractor and City entered into an Assignment and Assumption Agreement whereby Contractor acquired ECS, and Contractor assumed the rights and obligations under the Agreement. C. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: SERVICES 1. Paragraph 2.1 of the Agreement is modified to read as follows: Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A1 Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2. Exhibit A of the Agreement is modified to include new Exhibit A1 attached hereto. TIME OF PERFORMANCE 3. Paragraph 3.1 of the Agreement is modified to read as follows: This Agreement begins on the Effective Date and ends on December 14, 2027 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by December 14, 2027. The City’s appropriate department head or the City Manager may extend the Contract Time 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. COMPENSATION 4. Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will be based on actual costs but that will be capped so as not to exceed $120,606.70 (“Contract Price”), based upon the scope of services in Exhibits A, A1, and the budget and rates included in Exhibits C & C1 Compensation attached and incorporated here. The maximum compensation includes all expenses 2 and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 5. Exhibit C of the Agreement is modified to include new Exhibit C1 attached hereto. IMDENIFICATION 6. Paragraph 11.7 of the Agreement is modified to include as follows: Limitation of Liability. Except for a breach of intellectual property rights, a third party’s end user and/or terms of use agreement, and to the extent caused by the applicable Party: (i) IN NO EVENT SHALL CONTRACTOR BE LIABLE DAMAGES THAT EXCEED THEIR AVAILABLE INSURANCE OR $500,000, WHICHEVER IS GREATER. EACH PARTY'S ENTIRE LIABILITY AND CLIENT'S REMEDIES UNDER THIS AGREEMENT SHALL BE SUBJECT TO THE LIMITATIONS CONTAINED IN THIS SECTION. INSURANCE 7. Paragraph 12 of the Agreement is modified to read as follows: Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D1, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 8. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 3 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM Senior Assistant City Attorney ATTEST: City Clerk Date MCCI, LLC. By Title Date EXPENDITURE DISTRIBUTION Item Amount Base Agreement $67,646.70 First Amendment $52,960.00 TOTAL $120,606.70 Victor D'Aurio COO 12/24/2025 CTO 12/30/2025 12/31/2025 4 EXHIBIT C1 PRICING: RESTORVAULT 3717 Apalachee Parkway, Suite 201 Bill /Ship to: Teri Gerhardt Tallahassee, FL 32311 terig@cupertino.gov 850.701.0725 cc AP Contact: terig@cupertino.gov 850.564.7496 fax Client Name: City of Cupertino Quote Date: December 3, 2025 Client Address: 10300 Torre Avenue, Cupertino, CA 95015 Quote Number: 39038 Quote Type: Net New Product Description: Qty. Unit Cost Annual Total ANNUAL SUBSCRIPTION - BASIC  RestorVault Server License Client is required to adhere to RestorVault Standard Terms 1 $500.00 $500.00  RV Compliant Cloud Archive for Windows 500GB/Unit 16 $1,080.00 $17,280.00 Annual Recurring Subscription Subtotal $0.00 $17,780.00 GRAND TOTAL - RECURRING ANNUAL SUPPORT/SUBSCRIPTION $17,780.00  Service Description: Qty. Unit Cost Total MCCi PROFESSIONAL SERVICES - STATEMENT OF WORK  RestorVault Installation and RestorVault Professional Services - Existing Assureon to RestorVault Migration Services Please see detailed Exhibit A: Statement of Work (SOW). 1 $18,000.00 $18,000.00 Professional Services Subtotal 1 $18,000.00  ECS Platinum Support Agreement Client Discount (Legacy) 1 $2,400.00 ($600.00) GRAND TOTAL - ONE-TIME SERVICES $17,400.00 TOTAL LASERFICHE PROJECT COST $35,180.00 ESTIMATED RECURRING ANNUAL SUBSCRIPTION - YEAR 2 $17,780.00 OPTIONAL RECURRING ANNUAL SUBSCRIPTION - YEAR 3 $17,780.00 First Amendment total: $52,960.00 All Quotes Expire 30 Days from Quote Date This is NOT an invoice. Please use this confirmation to initiate Client’s purchasing process. 5 RECURRING SERVICES The Recurring Services portion of this Order will be based on the pricing at the time of renewal. In the event that a manufacturer increases its prices for recurring annual services, the increase will be passed along to the Client. No more than once per year, MCCi may adjust its recurring annual services to coincide with current U.S. inflation rates; any increase will not exceed the cumulative increase in the Consumer Price Index (CPI) occurring since the last price increase. Please note that if you subscribe to volume-based solutions, additional user licenses may increase the cost of those items at the time of your next annual renewal. Recurring Services portion of this Order and/or applicable Addendum will renew upon payment of annual renewal invoice. SALES TAX Sales tax will be invoiced where applicable and is not included in the fee quote above. SERVICES All services will be performed remotely unless noted otherwise. All Services pricing assumes the Client will grant MCCi secure unattended access. 6 PRODUCT ORDER TERMS MCCi will process Product Orders as follows: Product/Service Description Timing of Product Order All Software/Solutions, Recurring Annual Support/Subscription, and Supplemental Support Services Post Project Kick-Off The act of MCCi processing orders determines the start date of annual Recurring Service periods. Establishment of start dates for 3rd party manufacturer products are subject to each manufacturer’s current policy. BILLING TERMS MCCi will invoice Client as follows: Product/Service Description Timing of Billing All Software/Solutions, Recurring Annual Support/Subscription, and Supplemental Support Services ▪ Initial Sale: Upon delivery of software or activation of the subscription ▪ Annual Renewal: 75 days in advance of expiration date Professional Services: Statement of Work 50% of the total upon receipt of Order, remaining 50% of each Service Package upon delivery completion and Client acceptance. MCCi shall not send any invoices nor claim payment for any fees or expenses incurred by MCCi until both parties authorize this Order. Sales tax will be invoiced where applicable and is NOT included in the Pricing section. Once payment has been received, no refunds for Recurring Services are available. 7 MCCi ASSUMPTIONS TECHNICAL SUPPORT Clients may contact MCCi support via MCCi’s Online Support Center, email (support@mccinnovations.com), or telephone 866-942-0464. Support is available Monday through Friday (excluding major holidays) from 8 am to 8 pm Eastern Time. PROFESSIONAL SERVICES CHANGE ORDER PROCESS Any deviations from the contract will be documented in a Change Order that Client must execute. CONFIGURATION ASSISTANCE Many of MCCi’s packages list remote configuration assistance for up to a certain number of days. This is based on total days, not business days. TRAVEL MCCi will schedule travel in consecutive days for most engagements unless otherwise stated or agreed upon. SCHEDULING All rates are based on normal business hours, Monday through Friday from 8 am to 5 pm local time. If scheduling needs to occur after business hours, additional rates may apply. RETURN POLICY Any product returns are subject to the manufacturer’s return policy. THIRD PARTY PRODUCTS MCCi does not warrant third-party products or services procured on behalf of Client. If there are any product or service warranties provided by a third-party/manufacturer, any remedy should be requested directly from third - party and MCCi has no liability associated therewith. Clients are required to comply with third-party’s terms and conditions, including any end-user license agreement or acceptable use policy. MCCi is engaging Restorvault personnel to assist with this engagement. Terms of their engagement are listed in Appendix A. PRE-EXISTING INTELLECTUAL PROPERTY (IP) The following products noted below are deemed Pre-existing IP as defined in the Master Agreement and are not considered “Works Made for Hire” and as such all rights, title or interest remains with MCCi. Client shall retain a non-exclusive, royalty-free, world-wide, license to use the product(s) as such product(s) is integrated into the solution purchased from MCCi and for the term of the applicable subscription(s) by Client. ▪ Laserfiche PowerPack by MCCi ▪ Laserfiche EnerGov Integration by MCCi ▪ Laserfiche Neogov Integration by MCCi ▪ GoFiche Suite for Avante/Rio/Subscription ▪ Common Web Service API for Laserfiche ▪ GovBuilt software CLIENT SOLUTION CUSTOMIZATIONS Client may also choose to customize their system internally without MCCi’s help. MCCi is not responsible for any damage caused by the user’s customization of the system not performed by MCCi. MCCi will not be held responsible for correcting any problems that may occur from these customizations. Routine updates as provided by software manufacturers may affect any customizations made by entities other than MCCi. If MCCi’s help is 8 required to correct/update any customizations made by any entity other than MCCi, appropriate charges will apply. CLIENT INFORMATION TECHNOLOGY ASSISTANCE For MCCi to excel in providing the highest level of service, Client must provide timely access to technical resources. Client must provide adequate technical support for all MCCi installation and support services. If Client does not have “in-house” technical support, it is Client’s responsibility to make available the appropriate Information Technology resources/consultant when needed. FEES Client acknowledges their pre-approval for any Order Expenses, defined below, quoted, and will reimburse Company for all reasonable out-of-pocket travel, living and other ancillary expenses paid or incurred by Company in connection with the Services (“Order Expenses”). If relevant, and provided to Company, Company will make commercially reasonable efforts to conform to Client’s expense policy. If a dispute occurs regarding Company’s invoicing of Order Expenses not in conformity with Client’s expense policy and greater than five (5) percent of a specific invoice, such dispute will be subject to investigation and correction; otherwise, Client agrees to reimburse Company for the full amount of expenses invoiced. Client acknowledges that the price of the license and/or subscription for the use of a third-party licensed product is subject to increases during the term of the license and/or subscription or at the time of renewal. If Company is reselling a license and/or subscription of a third-party product to Client, then Company will provide Client at least 15 days prior to written notice (an email will be sufficient) of an increase in the price of the license and/or subscription. If Client does not agree to pay such increase in the license and/or subscription, Client must provide written notice to Company within 15 days of the date of the notice of such increase. Upon receipt of such notice, Company will cancel Client’s license and/or subscription to the third -party licensed product. In all events, Client shall be liable for full payment for Services and/or Deliverables and reimbursement of Company's expenses incurred through the effective date of termination. If Client cancels or suspends this Addendum, pursuant to the Agreement and only if allowed hereunder, between completed milestones, Company will invoice Client for a pro-rated share of the completed portion of each milestone(s) for Deliverables performed through the date of such termination or delay. If Services are resumed or Deliverables continued, Company will recommence invoicing as applicable. WARRANTY Company warrants that all Services shall be performed by personnel with relevant skill sets and familiarity with the applicable subject matter, in a professional, competent, and workman -like manner. Company’s delivery of a Deliverable to Client shall constitute a representation by Company that it has conducted a review of the Deliverable and believes it meets the written specifications, if any, set forth in this Addendum. Client shall then have the right to conduct any review of the Deliverable as Client shall deem necessary or desirable. If Client, in its reasonable discretion, determines that any submitted Services or Deliverable does not meet the specifications, set forth in the hereunder, Client shall have five (5) business days after Company’s submission to give written notice to Company specifying the deficiencies in reasonable detail. Company shall use reasonable efforts to promptly cure any such deficiencies. After completing any such cure, Company shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Client fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted. COMPANY DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR - FREE, PROVIDED THAT COMPANY SHALL REMAIN OBLIGATED PURSUANT TO THIS SECTION. IF THE SERVICES FAIL TO CONFORM TO THE FOREGOING WARRANTY IN ANY MATERIAL RESPECT OR TO T HE SPECIFICATION SET FORTH IN THIS ORDER, CLIENT’S INITIAL REMEDY WILL BE FOR COMPANY, AT ITS EXPENSE, TO PROMPTLY USE COMMERCIALLY REASONABLE EFFORTS TO CURE OR CORRECT SUCH FAILURE. UPON FAILURE OF THE 9 FOREGOING, CLIENT’S REMEDIES, AND COMPANY’S ENTIRE LIABILITY, AS A RESULT OF SUCH FAILURE, SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN THE MASTER SERVICES AGREEMENT. THE FOREGOING WARRANTY IS EXPRESSLY CONDITIONED UPON (I) CLIENT PROVIDING COMPANY WITH PROMPT WRITTEN NOTICE OF ANY CLAIM THEREUNDER PRIOR TO THE EXPIRATION THEREOF, WHICH NOTICE MUST IDENTIFY WITH PARTICULARITY THE NON-CONFORMITY; (II) CLIENT’S FULL COOPERATION WITH COMPANY IN ALL REASONABLE RESPECTS RELATING THERETO, INCLUDING, IN THE CASE OF MODIFIED SOFTWARE, ASSISTING COMPANY TO LOCATE AND REPRODUCE THE NON-CONFORMITY; AND (III) WITH RESPECT TO ANY DELIVERABLE, THE ABSENCE OF ANY ALTERATION OR OTHER MODIFICATION OF SUCH DELIVERABLE BY ANY PERSON OR ENTITY OTHER THAN COMPANY. COMPANY ALSO DOES NOT WARRANT ANY THIRD-PARTY PRODUCTS PROCURED ON BEHALF OF CLIENT. IF THERE ARE ANY PRODUCT WARRANTIES PROVIDED BY THE MANUFACTURER OF THE PRODUCT, ANY REMEDY SHOULD BE REQUESTED DIRECTLY FROM MANUFACTURER AND COMPANY HAS NO LIABILITY ASSOCIATED THEREWITH. EXCEPT AS EXPRESSLY PROVIDED IN THIS ORDER OR THE AGREEMENT, COMPANY DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY, WHETHER SUCH REPRESENTATION OR WARRANTY BE EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY REPRESENTATION OR WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE. In the event that Client asserts any claim for warranty services hereunder and such claim relates to any matter that is mutually determined by the Parties not to be Company’s responsibility hereunder (including any problem with Client’s computer hardware or software that was not caused by any Services performed by Company), Client shall pay Company for all costs incurred for all evaluation, correction or other services performed by Company relating to such claim on a time and materials basis at Company’s then-standard rates. [remainder of page intentionally left blank] 10 Exhibit A1: Statement of Work City of Cupertino restorVault Installation Prepared By: Pete Herschelman Date: October 1, 2025 (877) 790-1600 www.ecsimaging.com Scope of Work Solution Requirements This implementation consists of the following: (OTH.02) RestorVault Configuration Includes 2 consulting sessions and configuration alongside RestorVault engineers. (PSM.01) Project Status Meetings (Simple) 11 Includes 4, 30-minute project status meetings organized and facilitated by the project manager with the solutions engineer. (PSM.07) Project Management and Process Documentation Includes project team time to provide mandatory meetings such as requirements gathering and demo meetings, and mandatory project documentation such as Scope and Requirements, Business Requirements Document, Testing Instructions and a Process Flowchart. Project Management Methodology Our scope of services includes a dedicated team consisting of a project manager overseeing standard project tasks, certified technical engineers to develop the solutions, and your customer success consultant ensuring success throughout the implementation. Additionally, our executive team oversees all projects from a high level to provide leadership and insights throughout the project. The following outlines the MCCi methodology for implementation and is based on PMBOK guidelines published by the Project Management Institute. Step I: Requirements Analysis - Gather and confirm project-oriented requirements. Step 2: Planning - Define the formal work plan, checkpoints and milestones for the project. Step 3: Design - Design every aspect of the system in a design specification document. Step 4: Build - Build the solution according to the design specification. Step 5: Test - Test and validate the solution for functionality, performance and design, according to the specification. Step 6: Revise - Revise the solution per testing results and conform to design specification. Step 7: Rollout - Launch the solution, supported with communication, training, specific documentation, and post go-live 30 day project support. Customer - Specific Tasks and Responsibilities For every implementation, there will be organization specific tasks and responsibilities necessary to complete this project. These tasks and responsibilities (where applicable) include but are not limited to: ◼ Provide appropriate hardware per MCCi recommendations for the Laserfiche environment (Self-hosted only) ◼ Provide VPN (unattended) or remote access (attended access) to the organization’s local Laserfiche environment ⚫ Laserfiche application server(s)  Includes test environment(s), public facing DMZ server(s) ⚫ SQL server(s) (Laserfiche instance) ⚫ Laserfiche repository and volume location(s) ⚫ Source servers for database lookups, conversions, migrations ⚫ Development workstation(s) (Conversions/migrations only) ◼ Provide network login credentials (AD account) ◼ Set login credentials to expire after the completion of the project ◼ Provide necessary SSL Certificates for web servers (for Web Client and WebLink Public Portal) ◼ Identify the primary contact for issues with login credentials ◼ Provide timely responses (within 3 business days) to communication requests from MCCi for business process requirements, solution revisions, solution testing, and solution sign off. Project Duration The total project duration is dependent on several factors including but not limited to resource availability, any delays in requirements, hardware limitations, scheduling, and other factors from both MCCi and the Client. The project duration will be assessed at the time of the project kickoff meeting in conjunction with the needs assessment and the development of the detailed project plan. 12 Items Out of Scope The scope of this project does not include the following: ◼ MCCi acquisition of server or workstation hardware ◼ Costs associated with troubleshooting OS or hardware issues related to the workstations or servers ◼ Resolving any issues not related to Laserfiche, including but not limited to Windows permissions, network permissions, network hardware, server or client hardware, or other 3rd party infrastructure hardware or software ◼ Resolving issues caused by unauthorized changes made by Client staff on the MCCi-built solution(s) in active development. Client agrees to seek and receive approval by the Client and MCCi Imaging project team stakeholders prior to any changes to an MCCi-built solution until handoff of the solution to the Client has been completed. ◼ Any services not explicitly defined in the statement of services *Any items out of scope will be considered as separate labor from the services agreed upon for this project and may require additional approval and review before proceeding. The project’s primary requirements take precedence over any additional items requested that are out of scope to maintain the project timeline and ensure deliverable expectations are met. SOW Assumptions The following assumptions serve as the basis for this SOW. Any service or activity not described in this SOW is not included in the Scope of services to be provided. Variations to the following may impact the SOW’s cost and/or schedule justifying a Change Order (defined below). Deliverable Acceptance Criteria MCCi‘s completion of a Deliverable to Client shall constitute that MCCi has conducted its own review and believes it meets Client’s requirements. Client shall then have the right to conduct its own review of the Deliverable as Client deems necessary. If Client, in its reasonable discretion, determines that any submitted Deliverable does not meet the agreed upon expectations, Client shall have five (5) business days after MCCi’s submission to give written notice to MCCi specifying the deficiencies in reasonable detail. MCCi shall use reasonable efforts to promptly resolve any such deficiencies. Upon resolution of any such deficiencies, MCCi shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Client fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted. General ◼ Client agrees that the work schedule described herein represents MCCi’s current best estimate and is subject to possible change due to circumstances beyond MCCi’s direct control and/or new or additional information discovered during the course of the project. Further, Client understands and acknowledges that MCCi’s ability to meet such work schedule is dependent upon, among other things, the accuracy of the assumptions and representations made by Client, the timeliness of Client business decisions, and the performance of Client and Client’s vendor personnel in meeting their obligations for this project and in accordance with this SOW. ◼ If either party identifies a business issue during the project, MCCi and Client must jointly establish a plan to resolve the issues with a potential impact analysis of timeline and budget within five (5) business days of identification. ◼ Any necessary business decision resulting from the identified business issues must be made by Client within five (5) business days from request. ◼ Client shall provide MCCi accurate data throughout the requirements gathering process. ◼ Client is responsible to ensure that adequate hardware/infrastructure is in place and capable of handling the extra resources that may be required to support the Business Process Configuration, related software, etc. 13 ◼ Any additional software licensing needs related to this service/process configuration have not been considered or included as part of this SOW. Client is responsible for ensuring that the required software licensing is available. ◼ If the Services require MCCi to access or use any third party software products provided or used, Client warrants that it shall have all rights and licenses of third parties necessary or appropriate for MCCi to access or use such third party products and agrees to produce evidence of such rights and licenses upon the reasonable request of MCCi and to indemnify, hold harmless and defend MCCi from and against any claims, actions, demands, lawsuits, damages, liabilities, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) to the extent arising from MCCi’s access to or use of such third party products. ◼ Client will maintain primary contacts and project staff for the duration of the project, as a change in staff may result in a Change Order for time spent by MCCi on retraining, reeducating, or changes in direction. ◼ Client will ensure that all Client’s personnel who may be necessary or appropriate for the successful performance of the Services will, on reasonable notice: (i) be available to assist MCCi’ personnel by answering business, technical and operational questions and providing requested documents, guidelines and procedures in a timely manner; (ii) participate in the Services as reasonably necessary for performance under this SOW; and (iii) be available to assist MCCi with any other activities or tasks required to complete the Services in accordance with this SOW. ◼ The Post-Implementation Configuration Assistance is intended to incur no more than 10 hours over a 10- business-day period. This assistance is intended to aid in transitioning Client to MCCi Support. ◼ All Services pricing assumes the Client will grant MCCi unattended access to the required infrastructure for the project. Unattended access requires the following: ◼ Either a VPN connection with proper credentials or installation of on-demand remote access software utilized by MCCi. ◼ Connections that can be made by an assigned MCCi Project Team without intervention from the Client from the hours of 8:00 AM ET to 8:00 PM ET. ◼ A Windows Domain account assigned exclusively to the assigned MCCi Project Team, with passwords provided, that has administrative access to all infrastructure being serviced for purposes of the project. ◼ A Windows Domain account, and complete access to that account including the password, for the service account to be used with any installed software products. ◼ Failure to provide this access will result in a Change Order increasing the cost to Client and timeline of the project. ◼ Projects enter “On-Hold” status when (i) Client requests a delay in starting a new project, or (ii) Client is unresponsive for more than 15 business days during an active project. On-Hold status will remain until a new project start date is mutually agreed upon, or until Closed. MCCi may elect to Close the project due to project remaining On-Hold for more than 35 business days. ◼ Projects that are Closed prior to completion, will be billed for any progress made to date and the MCCi project team will no longer be assigned to the project. Billing for progress made to date is based on the number of hours worked or the estimated percentage of the project that has been completed, whichever is greater. Subsequently, a new order is required to restart a Closed project, and to have new MCCi project resources assigned. ◼ Client will provide a single point of contact responsible for coordinating communications and scheduling amongst Client stakeholders.  ◼ MCCi will conduct a project kickoff call with Client to set objectives and review systems/processes used. ◼ All services will be performed during standard business hours.  General Testing Definitions  ◼ Alpha Testing – Defined as internal acceptance testing performed by the project team prior to releasing the product or configuration to the Client  14 ◼ Basic Deployment Testing – Defined as testing to ensure that the crucial functions of the system are operating properly, and that the deployment is stable  ◼ Beta Testing – Defined as the testing performed to verify functionality and fulfillment of user requirements  ◼ User Acceptance Testing – Defined as testing performed by the Client’s users to verify and accept the implemented functionality or deployment  General Exclusions  ◼ MCCi is not responsible for assigning an external URL for any web-based platform/software module.  ◼ MCCi is not responsible for creating or maintaining backups, backup plans or recovery plans.  ◼ MCCi is not responsible for creating training documentation.  ◼ MCCi is not responsible for final testing including, but not limited to, configuration changes made by Client prior to system handoff. ◼ Except where specifically noted, no custom coding is included; configuration work is restricted to the capabilities associated with the out-of-the-box solution. ◼ MCCi is not responsible for data storage, data storage services, maintenance of data storage configurations, etc. It is the Client’s responsibility to verify all work completed by restorVault (Appendix A to this SOW) is completed in a satisfactory manner. ◼ MCCi is not responsible for anything not expressly included in this SOW. Appendix A: restorVault Assureon Migration Services restorVault restorVault Statement of Work (SOW) – Addendum Project Title: Assureon Shortcut Migration to restorVault Virtual Archive Version: 1.0 Date: October 29, 2025 Prepared by: restorVault Professional Services 1. Overview This Addendum to the ECS SOW outlines the scope, deliverables, and responsibilities for the supplemental migration of data from the City of Cupertino’s legacy Assureon archive en vironment to the restorVault Virtual Archive System. This migration is executed as an optional enhancement under the ECS engagement to ensure seamless access to existing archived data, preservation of chain-of-custody, and establishment of a compliant, immutable storage environment per the California Trusted System and applicable data governance standards. This addendum is contingent upon execution of the base ECS SOW and does not modify its terms unless explicitly stated. 15 2. Objectives • Safely migrate all archived files (approx. 8TB) from the City of Cupertino’s legacy Assureon environment to restorVault. • Ensure all virtual file shortcuts are re-linked and operational post-migration. • Maintain data integrity through cryptographic hash validation and WORM (Write Once Read Many) immutable storage. • Minimize downtime and operational disruption. 3. Scope of Work 3.1 Pre-Migration Setup 1. The City of Cupertino will provision a Migration Virtual Machine (VM) with sufficient temporary storage to hold all Assureon data (~8TB). 2. On the city’s production Laserfiche server, disable all Assureon services except the Assureon Filter Driver Manager to prevent ingestion of new data or shortcutting during migration. 3. On the migration VM, install the legacy Assureon (File System Watch) FSW Client agent to impersonate the Laserfiche file server from which data was ingested. a. Estimated restorVault work time: 1 hour 3.2 Legacy Assureon Data Restoration to Migration VM 4. Restore all archived data from the legacy Assureon system to the migration VM. a. Estimated time to complete: 2 days (~4TB/day). b. restorVault’s active work time: ~1 hour (to initiate, monitor progress, and confirm completion). 5. Create the Organization, File System, Access Control, Retention Rules, and Archive Folders within the restorVault Assureon environment. a. A new authentication certificate will be generated. b. Estimated restorVault work time: 2 hours 3.3 Migration VM Data Ingestion into restorVault 6. Upon completion of the legacy Assureon data restoration, uninstall the legacy Assureon FSW Client agent from the migration VM. 7. On new VM, install the restorVault FSW Client Agent. a. Install new FSW software and TLS 1.2 Certificate 8. Begin Full ingestion of the migration VM data into restorVault. a. Estimated total ingestion duration: ~1 week (8TB). b. restorVault to monitor data ingestion from migration VM c. Estimated restorVault work time: 2 hours 3.4 restorVault Shortcut Restoration 9. Schedule Laserfiche server downtime (typically over a weekend). a. On the production Laserfiche server: i. Uninstall the legacy Assureon FSW Agent. ii. Install restorVault FSW Client Agent. iii. Install restorVault TLS 1.2 Certificate and configure TLS 1.2 security policies iv. Verify connectivity between Laserfiche server and restorVault v. Restore all shortcuts from restorVault over the existing Assureon shortcuts. (Configure restore to skip existing files on Laserfiche server) vi. Restoration process may take 1–2 days depending on the file count. b. Estimated restorVault work time: 2 hours 16 3.5 Laserfiche Shortcut Validation 10. On production Laserfiche server a. Open Laserfiche Application i. Verify access to existing repository files. ii. Verify access to shortcut repository files. iii. Verify creation of new repository files b. Estimated restorVault work time: 1 hour 3.6 restorVault Full Synchronization 11. On production Laserfiche server, begin full resynchronization to restorVault a. Estimated full-incremental synchronization time: 1–2 days b. restorVault to monitor resynchronization to completion c. Estimated restorVault work time: 1 hour 4. Deliverables • Completed migration of all archived data from the City of Cupertino’s legacy Assureon to restorVault. • Validated virtual file shortcuts re-linking ensuring end-user transparent file access. • Post-migration verification and customer acceptance sign-off. • Updated documentation including data integrity reports (MD5/SHA-256 verification logs). 5. Project Timeline Phase Task Duration restorVault Effort Pre-Migration Setup VM provisioning, configuration 1–2 days 1 hr Data Restoration Restore from Legacy Assureon 3 days 2 hr Data Ingestion Data Ingestion to restorVault 7 days 2 hr Shortcut Restoration Restore restorVault shortcuts 1–2 days 2 hrs Shortcut Validation Verify Laserfiche access 2–3 days 1 hr Resync to restorVault Begin Full Sync to restorVault 2–3 days 1 hr Customer Sign-Off Customer acceptance 1 day — 6. Roles and Responsibilities restorVault Responsibilities • Provide Professional Services engineers to perform migration configuration, monitoring, and validation. • Ensure all data is ingested into WORM-compliant, tamperproof storage. • Provide post-migration validation and integrity reporting. Customer Responsibilities • Provide required VM infrastructure and administrative access credentials. • Provide adequate bandwidth and system uptime during data transfers. • Schedule Laserfiche server downtime for cutover 17 • Validate data access post-migration and provide written sign-off. • 7. Assumptions • Customer’s existing Assureon environment is operational and accessible. • Adequate bandwidth and network connectivity exist for data restoration. • Customer has a current restorVault license and sufficient storage capacity allocated. • Customer can schedule downtime for cutover to restorVault shortcuts Section 8-10 are terms restorVault requires MCCi to pass through to Client, as part of providing restorVault solutions and services: 8. Data Backup and Indemnity Clauses 8.1 Data Backup and Retention restorVault maintains redundant copies (“Gold Copies”) of all ingested data in im mutable WORM storage across independent storage nodes. During migration, restorVault will: • Perform MD5/SHA-256 integrity checks before and after ingestion. • Retain verified backup copies in immutable storage for at least 90 days post-migration or until customer acceptance, whichever is longer. 8.2 Data Loss Liability While restorVault follows industry best practices to ensure data integrity, restorVault’s liability for data loss, corruption, or inaccessibility—arising from causes beyond its reasonable control (including customer system failure, third-party hardware/software, or acts of force majeure)—is expressly limited to the total amount paid for services under this Addendum. 8.3 Indemnification Each party agrees to indemnify, defend, and hold harmless the other, its officers, directors, employees, and agents from and against any third-party claims, losses, or damages arising out of: • Negligent acts or omissions by the indemnifying party; • Violation of applicable laws or regulations; or • Breach of representations or warranties under this Addendum. 8.4 Customer Data Ownership All data remains the sole property of the Customer. restorVault shall not access, use, disclose, or process Customer Data for any purpose other than the performance of services under this Addendum. 9. Acceptance Criteria Migration is deemed complete upon: 1. Successful verification of file accessibility via restored shortcuts. 2. Validation of all archived data within restorVault through integrity reports. 3. Written acceptance provided by the Customer’s IT representative. 10. Limitation of Liability In no event shall restorVault be liable for indirect, incidental, or consequential damages, including loss of profits, loss of data beyond backup retention limits, or interruption of business. Total liability under this Addendum shall not exceed the fees paid for the specific migration project. 18 Note: This limitation supplements and does not replace liability terms in the base ECS SOW. Exh. D1-Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: May 2025 Consultant shall procure prior to commencement of Services 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. INSURANCE POLICIES AND MINIMUMS REQUIRED 1.Commercial General Liability (CGL) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general 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 Consultant'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 Contract. 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. 2.Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. Ξ Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant 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 Consultant 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. Consultant has provided written confirmation that it does not own any autos. Consultant 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 Consultant uses an owned 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). EXHIBIT D1 Insurance Requirements Design Professionals & Consultants Contracts Exh. D1-Insurance Requirements for Design Professionals & Consultant Contracts 2 Version: May 2025 In lieu of Business Automobile Liability, Consultant 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. 3. 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. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims-made basis form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed as additional insureds on Consultant’s CGL and automobile 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 if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non-Contributory Coverage Except Workers Compensation, 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 Consultant’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 Consultant 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. Waiver of Subrogation Consultant 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 and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, 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. Exh. D1 -Insurance Requirements for Design Professionals & Consultant Contracts 3 Version: May 2025 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. Verification of Coverage Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including indemnification, defense, and naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant 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 Consultant. 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. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies, LLC DBA Lockton Insurance Brokers, LLC in CA CA license #0F15767 8110 E Union Ave., Ste. 100 Denver CO 80237 denver-certs@lockton.com MCCi, LLC 3717 Apalachee Parkway Tallahassee FL 32311 Scottsdale Insurance Company 41297 Berkley National Insurance Company 38911 At-Bay Specialty Insurance Company 19607 X X 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 X X X Comp. Ded. $100 1,000,000 XXXXXXX XXXXXXX XXXXXXX Coll. Ded.1,000 X X 5,000,000 5,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 Tech E&O/Cyber Liability XS Tech E&O/Cyber Limit: $5,000,000 SIR: $50,000 Limit: $5,000,000 xs $5,000,000 A TCP 7030322-10 12/1/2025 12/1/2026 A TCP 7030322-10 12/1/2025 12/1/2026 B AB-6712027-01 12/1/2025 12/1/2026 C EKS3600167 12/1/2025 12/1/2026 A TCP 7030322-10 12/1/2025 12/1/2026 A TWC 7030323-10 12/1/2025 12/1/2026 12/1/2026 1456427 Y N Y N Y N Y 12/16/2025 N N 21875603 21875603 XXXXXXX City of Cupertino 10300 Torre Ave Cupertino, CA 95014 THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER, APPLICABLE TO THE CARRIERS LISTED AND THE POLICY TERM(S) REFERENCED. City of Cupertino are included as Additional Insured as respects General Liability, Auto Liability, and Umbrella Liability if required by written contract. Waiver of Subrogation applies in favor of the Additional Insured as respects Workers Comp if required by written contract, where permissible by law. X See Attachments City of Cupertino 10300 Torre Ave Cupertino, CA 95014 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance, thus this is your final hard-copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 21875603. Email: mountainwestedelivery@lockton.com Phone: 303-728-8060 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox and phone number is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox or contact the phone number below with email updates. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 8110 E. Union Avenue, Suite 100 Denver, CO 80237 Attachment Code: D644713 Master ID: 1456427, Certificate ID: 21875603 COMMERCIAL GENERAL LIABILITY CG 83 60 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION FOR TECHNOLOGY COMPANIES ENDORSEMENT This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This endorsement broadens coverage. The following schedule of coverage extensions is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement along with your entire policy carefully to determine the extent of coverage afforded. SCHEDULE OF COVERAGE EXTENSIONS A.Additional Insured – Lessors of Leased Equipment L.Duties in the Event of Occurrence, Offense, Claim or Suit B.Additional Insured – Owners, Managers or Lessors of Premises M.Expected or Intended Injury or Damage (Property Damage) C.Additional Insured - Primary and N.Damage to Premises Rented To You Non- contributory D.Additional Insured – Vendors O.Medical Payments E.Additional Insured – Written Contract or P.Non-owned Aircraft Agreement F.Aggregate Limit Per Location Q.Non-owned Watercraft G.Amateur Athletic Participants R.Newly Acquired or Formed Organizations H.Bodily Injury Definition S.Supplementary Payments I.Broadened Named Insured T.Unintentional Omission J.Damage to Property – Borrowed Equipment, U.Waiver of Subrogation - Blanket Customer Goods, Use of Elevators K.Good Samaritan Services A.ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT Under Section II - Who Is An Insured, the following is added: Any person or organization that is an equipment lessor is an insured, but only with respect to liability for “bodily injury”, “property damage”, “personal and advertising injury” caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any “bodily injury” or “property damage” caused by an “occurrence” that takes place, or “personal and advertising injury” caused by an offense that is committed after the equipment lease expires. B.ADDITIONAL INSURED - OWNERS, MANAGERS OR LESSORS OF PREMISES Under Section II - Who Is An Insured, the following is added: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor does not apply to: 1.Any “bodily injury” or “property damage” caused by an “occurrence” that takes place, or “personal and advertising injury” caused by an offense that is committed, after you cease to be a tenant in that premises; or 2.Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. CG 83 60 12 19 Includes copyrighted material of Insurance Page 1 of 6 Services Office, Inc., with its permission. Attachment Code: D573473 Certificate ID: 21875603 C. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY The following is added to the Other Insurance Condition and supersedes any provision to the contrary: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1.The additional insured is a Named Insured under such other insurance; and 2.You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. D. ADDITIONAL INSURED - VENDORS Under Section II - Who Is An Insured, the following is added: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for “bodily injury” or “property damage” that: 1.Is caused by an “occurrence” that takes place after you have signed and executed that contract or agreement; and 2.Arises out of “your products” which are distributed or sold in the regular course of such vendor’s business. The insurance provided to such vendor is subject to the following provisions: 1.The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. 2.The insurance provided to such vendor does not apply to: a.Any express warranty not authorized by you; b.Any change in “your products” made by such vendor; c.Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of part under instructions from the manufacturer, and then repackaged in the original container; d.Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of “your products”; e.Demonstration, installation, servicing or repair operations, except such operations performed at such vendor’s premises in connection with the sale of “your products”; or f.“Your 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 on behalf of such vendor. Coverage under this provision does not apply to: 1.Any person or organization from whom you have acquired “your products”, or any ingredient, part or container entering into, accompanying or containing such products; or 2.Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. E. ADDITIONAL INSURED - WRITTEN CONTRACT OR AGREEMENT Under Section II - Who Is An Insured, the following is added: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for “bodily injury” or “property damage” that: 1.Is caused by an “occurrence” that takes place after you have signed and executed that contract or agreement; and 2.Is caused, in whole or in part, by your acts or omissions in performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. F. AGGREGATE LIMIT PER LOCATION 1. Under Section III - Limits Of Insurance, the following is added: The General Aggregate Limit applies separately to each of your “locations” owned by or rented or leased to you. Page 2 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. Attachment Code: D573473 Certificate ID: 21875603 2. Under Section V - Definitions, the following is added: “Location” means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. G. AMATEUR ATHLETIC PARTICIPANTS Under Section II - Who Is An Insured, the following is added: Any person representing you while participating in amateur athletic activities that you sponsor. However, no such person is an insured for: 1.“Bodily injury” to: a.A co-participant, your “employee” or “volunteer worker” while participating in amateur athletic activities that you sponsor; or b.You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), or any “executive officer” (if you are an organization other than a partnership, joint venture, or limited liability company); or 2. “Property damage” to property owned by, occupied or used by, rented to, in the care, custody, or control of, or over which physical control is being exercised for any purpose by: a.A co-participant, your “employee” or “volunteer worker”; or b.You, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company), or any “executive officer” (if you are an organization other than a partnership, joint venture, or limited liability company). H. BODILY INJURY Under Section V - Definitions, the definition of “bodily injury” is deleted and replaced by the following: “Bodily injury” means physical injury, sickness, or disease sustained by a person, including death resulting from any of these. “Bodily injury” also means mental injury, mental anguish, humiliation, or shock sustained by a person, if directly resulting from physical injury, sickness, or disease sustained by that person. I. BROADENED NAMED INSURED Under Section II - Who Is Insured, the following is added: Any person or organization named in the Declarations and any organization you own, newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain more than 50% of the interests entitled to vote generally in the election of the governing body of such organization will qualify as a Named Insured if there is no other similar insurance available to such organization until the end of the policy period. Coverage under this provision does not apply to any person or organization for which coverage is excluded by endorsement. J. BROADENED PROPERTY DAMAGE - BORROWED EQUIPMENT, CUSTOMERS’ GOODS AND USE OF ELEVATORS The insurance for “property damage” liability is subject to the following: 1. Under Section I - Coverages, Coverage A, Bodily Injury and Property Damage Liability, paragraph 2., Exclusions, item j., Damage To Property is amended as follows: a.The exclusion for personal property in the care, custody or control of the insured does not apply to “property damage” to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. b.The exclusions for: (1) Property loaned to you; (2) Personal property in the care, custody or control of the insured; and (3) That particular part of any property that must be restored, repaired or replaced because “your work” was incorrectly performed on it; do not apply to “property damage” to “customers’ goods” while on your premises nor do they apply to “property damage” arising from the use of elevators at premises you own, rent, lease or occupy. 2. Subject to the Each Occurrence Limit, the most we will pay for “property damage” to “customers’ goods” is $25,000 per “occurrence”. 3. Under Section V - Definitions, the following is added: “Customers’ goods” means goods of your customer on your premises for the purpose of being: a. Repaired; or CG 83 60 12 19 Includes copyrighted material of Insurance Page 3 of 6 Services Office, Inc., with its permission. Attachment Code: D573473 Certificate ID: 21875603 b. Used in your manufacturing process. 4. Under Section IV - Commercial General Liability Conditions, the insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions. K. GOOD SAMARITAN SERVICES 1.Under Section II - Who Is Insured, paragraph 2., item d., the following is added: This exclusion does not apply to your employees or volunteer workers, other than an employed or volunteer physician, rendering “Good Samaritan services”. 2.Under Section V - Definitions, the following definition is added: “Good Samaritan services” means any emergency medical services for which no compensation is demanded or received. L. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV - Commercial General Liability Conditions, paragraph 2., Duties In The Event Of Occurrence, Claim or Suit is amended to include the following: 1. The requirements that you must: a.Notify us of an “occurrence” offense, claim or “suit”; and b.Send us documents concerning a claim or “suit” apply only when such accident claim, “suit” or loss is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer of the corporation or insurance manager, if you are a corporation; or (4) A manager, if you are a limited liability company. 2. The requirement that you must notify us as soon as practicable of an “occurrence” or an offense that may result in a claim does not apply if you report an “occurrence” to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular “occurrence” is a liability claim rather than a workers’ compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. M. EXPECTED OR INTENDED INJURY OR DAMAGE (PROPERTY DAMAGE) Under Section I - Coverages, Coverage A, Bodily Injury And Property Damage Liability, paragraph 2., Exclusions, item a., Expected Or Intended Injury, is deleted and replaced by the following: a. Expected or Intended Injury “Bodily injury” or “property damage” expected or intended from the standpoint of the insured. This exclusion does not apply to “bodily injury” or “property damage” resulting from the use of reasonable force to protect persons or property. N. DAMAGE TO PREMISES RENTED TO YOU If damage to premises rented to you is not otherwise excluded from this policy or coverage part, then the following provisions apply: 1.The last paragraph under B. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, “smoke”, or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner, including the contents of premises rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. 2.The paragraph immediately after Sub-paragraph j.(6) of Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is deleted and replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to “property damage” (other than damage by fire, lightning, explosion, “smoke”, or leakage from automatic fire protective systems) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. Page 4 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. Attachment Code: D573473 Certificate ID: 21875603 3. Paragraph 6. of Section III - Limits Of Insurance is deleted and replaced by the following: 6. Subject to Paragraph 5. above, the greater of: a.$500,000; or b.The Damage To Premises Rented To You Limit shown in the Declarations; is the most we will pay under Coverage A for damages because of “property damage” to premises while rented to you, or in the case of damage by fire, lightning, explosion, “smoke”, or leakage from automatic fire protective systems, while rented to you or temporarily occupied by you with permission of the owner, including the contents of such premises rented to you for a period of seven or fewer consecutive days. 4. Subparagraph b.(1)(a)(ii) of Paragraph 4. Other Insurance of Section IV - Commercial General Liability Conditions is deleted and replaced by the following: (ii) That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented to you or temporarily occupied by you with permission of the owner, or for personal property of others in your care, custody or control; 5. Subparagraph a. of Definition 9. "Insured contract" of Section V - Definitions is deleted and replaced by the following: a.A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". 6. As used in this provision "smoke" does not include smoke from agricultural smudging, industrial operations or a "hostile fire". O. MEDICAL PAYMENTS 1.Under Section I - Coverages, Coverage C, Medical Payments, paragraph 1., Insuring Agreement, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. 2.The Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. 3.This provision M. does not apply if Coverage C, Medical Payments, is otherwise excluded either by the provisions of the Coverage Form or by endorsement. P. NON-OWNED AIRCRAFT 1. Under Section I - Coverages, Coverage A, Bodily Injury and Property Damage Liability, item 2., Exclusions, item g., Aircraft, Auto Or Watercraft, does not apply to an aircraft that is: a.Hired, chartered or loaned with a paid crew; and b.Not owned by any insured. 2. The insurance afforded by this provision N. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. Q. NON-OWNED WATERCRAFT 1. Under Section II - Who Is Insured, is amended as follows: To include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: a.“Bodily injury” to a co-“employee” of the person operating the watercraft; or b.“Property damage” to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 2. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A, Bodily Injury And Property Damage Liability, the limitation on the length of a watercraft is increased to 75 feet. 3. The insurance afforded by this provision O. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the Commercial General Liability Conditions. CG 83 60 12 19 Includes copyrighted material of Insurance Page 5 of 6 Services Office, Inc., with its permission. Attachment Code: D573473 Certificate ID: 21875603 R. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Under Section II - Who Is An Insured, item 3.a. is deleted and replaced by the following: a.Coverage under this provision is afforded only until the end of the current policy period. S. SUPPLEMENTARY PAYMENTS Under Section I - Coverages, Supplementary Payments - Coverages A and B is amended as follows: 1.The limit for the cost of bail bonds is amended to $2,500; and 2.The limit for reasonable expenses incurred by the “insured” is amended to $500 a day. T. UNINTENTIONAL OMISSION Under Section IV - Commercial General Liability Conditions, paragraph 6., Representations, the following is added: The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. U. WAIVER OF SUBROGATION - BLANKET Under Section IV - Commercial General Liability Conditions, paragraph 8., Transfer of Rights of Recovery Against Others to Us the following is added: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in “your work” or the "products-completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the “bodily injury” or “property damage”, that requires you to waive your rights of recovery. Page 6 of 6 Includes copyrighted material of Insurance CG 83 60 12 19 Services Office, Inc., with its permission. Attachment Code: D573473 Certificate ID: 21875603 Liability Coverages provided by this policy AAIS GL-113 Ed 1.0 -- PLEASE READ THIS CAREFULLY -- ADDITIONAL INSURED OWNERS, LESSEES, OR CONTRACTORS SCHEDULE (The information required below may be shown on a separate schedule or supplemental declarations.) Additional Insured (Name of Person or Organization): The Commercial Liability Coverage is amended as follows: DEFINITIONS The definition of insured is amended to include the additional insured shown above, but only with respect to liability arising out of: 1. your work for the additional insured at the location shown above; or 2. acts or omissions of the additional insured in connection with their general supervision of your work at the location shown above. EXCLUSIONS EXCLUSIONS THAT APPLY TO BODILY INJURY, PROPERTY DAMAGE, PERSONAL INJURY, AND/OR ADVERTISING INJURY With respect to the coverage provided in this endorsement, the following exclusions are added: 1. We do not pay for bodily injury or property dam- age (or personal injury or advertising injury, if maintenance, or repairs) to be performed by or on behalf of the additional insured at the site of the covered operations has been completed; or b. that portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. 2. We do not pay for bodily injury or property dam- age (or personal injury or advertising injury, if provided by the Commercial Liability Coverage) arising out of any act or omission of the additional insured or any of its employees, other than the general supervision of work you performed for the additional insured. ADDITIONAL EXCLUSIONS THAT APPLY ONLY TO PROPERTY DAMAGE With respect to the coverage provided in this endorsement, the following exclusion is added: We do not pay for property damage to your work for the additional insured. provided by the Commercial Liability Coverage) occurring after: a. all work on the project (other than service, GL-113 Ed 1.0 AAIS Copyright MCMXCIV, American Association of Insurance Services This endorsement changes the Commercial Attachment Code: D573472 Certificate ID: 21875603 POLICY NUMBER: TCP7030322Q12 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 2 City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. insurance; whichever is less. limits of insurance. Page 2 of 2 © Insurance Services Office, Inc., 2018 CG 20 10 12 19 ECS, for LaserFiche Licensing & Support Final Audit Report 2026-01-01 Created:2025-12-24 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAT466jgyIEt5SKQyXPO0g65sr3PDNqSAr "ECS, for LaserFiche Licensing & Support" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-12-24 - 0:35:39 AM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-12-24 - 0:39:22 AM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-12-24 - 0:39:30 AM GMT- IP address: 35.172.217.162 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-12-24 - 0:42:52 AM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to victor@mccinnovations.com for signature 2025-12-24 - 0:42:54 AM GMT Email viewed by victor@mccinnovations.com 2025-12-24 - 7:34:24 PM GMT- IP address: 104.47.56.126 Signer victor@mccinnovations.com entered name at signing as Victor D'Aurio 2025-12-24 - 7:35:08 PM GMT- IP address: 65.140.1.154 Document e-signed by Victor D'Aurio (victor@mccinnovations.com) Signature Date: 2025-12-24 - 7:35:10 PM GMT - Time Source: server- IP address: 65.140.1.154 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2025-12-24 - 7:35:13 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2025-12-24 - 7:35:19 PM GMT- IP address: 98.81.175.234 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2025-12-30 - 8:14:06 PM GMT - Time Source: server- IP address: 98.33.114.31 Document emailed to terig@cupertino.org for signature 2025-12-30 - 8:14:08 PM GMT Email viewed by terig@cupertino.org 2025-12-30 - 8:14:13 PM GMT- IP address: 52.207.224.77 Signer terig@cupertino.org entered name at signing as Teri Gerhardt 2025-12-30 - 9:32:37 PM GMT- IP address: 174.239.165.221 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2025-12-30 - 9:32:39 PM GMT - Time Source: server- IP address: 174.239.165.221 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-12-30 - 9:32:41 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-12-30 - 9:33:15 PM GMT- IP address: 44.205.255.13 Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-12-31 - 9:38:28 PM GMT- IP address: 44.211.98.197 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2026-01-01 - 3:55:16 AM GMT - Time Source: server- IP address: 146.75.154.0 Agreement completed. 2026-01-01 - 3:55:16 AM GMT