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Home My WebLink About26-089 Avocette Technologies, Inc. a Corporation for ACCELA Consulting ServicesACCELA Consulting Services Page 1 of 9 Professional/Consulting Contracts /Version: March 2025 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Avocette Technologies, Inc. (“Contractor”), a Corporation for ACCELA Consulting Services, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 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 A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Contractor’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on August 30, 2027 (“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate department head or 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. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. ACCELA Consulting Services Page 2 of 9 Professional/Consulting Contracts /Version: March 2025 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $75,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses 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. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this ACCELA Consulting Services Page 3 of 9 Professional/Consulting Contracts /Version: March 2025 Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the r esponsibility of City, and actual attorney’s fees incurred by City in connection with the above. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perfo rm this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. ACCELA Consulting Services Page 4 of 9 Professional/Consulting Contracts /Version: March 2025 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance ACCELA Consulting Services Page 5 of 9 Professional/Consulting Contracts /Version: March 2025 of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4 Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, or a purchase order, or other transaction. 11.5 Contractor 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. 11.6 This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, 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. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. ACCELA Consulting Services Page 6 of 9 Professional/Consulting Contracts /Version: March 2025 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Nidhi Mathur as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Roshan Fahimi as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. ACCELA Consulting Services Page 7 of 9 Professional/Consulting Contracts /Version: March 2025 16. TERMINATION 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 Contractor as provided herein. Upon receipt of any notice of termination, Contractor shall immediately discontinue performance. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will ACCELA Consulting Services Page 8 of 9 Professional/Consulting Contracts /Version: March 2025 be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Nidhi Mathur Email: nidhim@cupertino.org To Contractor: Avocette Technologies, Inc 422 Sixth Street-2nd Floor New Westminster BC V3L3B2 Attention: Roshan Fahimi Email: roshan.fahimi@avocette.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. ACCELA Consulting Services Page 9 of 9 Professional/Consulting Contracts /Version: March 2025 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date APPROVED AS TO FORM: MICHAEL K. WOO Senior Assistant City Attorney ATTEST: LAUREN SAPUDAR City Clerk Date Roshan Fahimi Roshan Fahimi Acting VP, Product Integration 06/11/2026 Michael K Woo Teri Gerhardt CTO 06/11/2026 Lauren Sapudar 06/11/2026 ServicePlus Support Services Agreement AVOCETTE SERVICEPLUS AGREEMENT City of Cupertino ServicePlus Deliver to: Inform Tech – City Hall -3202 -3377 Response Contact: Avocette Technologies, Inc – 1188 W. Georgia Street Attn: Roshan Fahimi , Product Integration Unit (778) 900-5320 -mail: roshan.fahimi@avocette.com 1050 – 1188 W Georgia Street, Vancouver, BC, V6E 4A2 (604)395-6000 Fax: (604)395-6004 Toll Free: 1-866-285-8885 ServicePlus Support Services Agreement Schedule “A” – “As and When” 1.ServicePlus As and When Service Avocette’s ServicePlus as and When service provides defined on-going support services aimed at maintaining a stable Accela environment. ServicePlus As and When Service Desk hours: 9:00 – 17:00 PST Monday to Friday exclusive of Canadian Statutory Holidays Resolution will be on a reasonable-efforts basis dependent on Avocette resource availability. 1.1 Service Delivery Meetings (optional for ServicePlus As and When Services) Service delivery meetings are a key means of communication between CLIENT and Avocette. It is a forum to discuss the performance, the accomplishments, the challenges, and to have open honest dialog about the service delivery and relationship. It also allows potential risks to be discussed and addressed proactively. The following service delivery meetings are optional under As and When service but Avocette recommends that they be conducted: •Weekly or Bi-Monthly Prioritization meeting to review and rank incidents and service requests in priority. •Annual Service Delivery review meeting to review the previous year and determine what adjustments are required for the next year. •Number of hours of services are reviewed and status are reviewed in these meetings. •Detailed Hours per service request or ticket are delivered in monthly invoice. •Planning for any upcoming requirements. Attendees will include at least: •Avocette Service Delivery Manager •CLIENT Contract Manager •Note: Actual time spent conducting and documenting service delivery meetings will be charged at the contract rate. •Note: Avocette meetings will occur via conference call unless otherwise requested. 1.2 ServicePlus Service Levels Service levels are for ServicePlus As and When are provided on a reasonable efforts basis. Service levels are divided into five priority levels and are monitored and measured against the service level commitment as shown below. Avocette uses the following definitions to measure service levels: EXHIBIT A ServicePlus Support Services Agreement Priority Definition Acknowledgment Resolution Time Closure Priority 1 Service Disruption for major applications/systems and/or has major impact on business operations and/or impacts external customers Guideline – has significant business impact. 1 business Day Reasonable Efforts Reasonable Efforts Priority 2 Partial service disruption for major application/system and/or service disruption for minor system and/or has moderate impact on business operations Guideline – affects business operation for at least one department. 1 business Day Reasonable Efforts Reasonable Efforts Priority 3 Minor service disruption impacting 1-2 users significantly and/or has minimal impact on business operations. Does not affect service delivery to external clients. Service Request may be raised for incident remediation and resolution (refer section 2.2 for Service Request Management process). Reasonable Efforts Reasonable Efforts Reasonable Efforts Priority 4 Minor Service disruption with insignificant or no impact on business operations Workaround available Guideline – Affects < 5 people Service Request may be raised for incident remediation and resolution (refer section 2.2 for Service Request Management process). Reasonable Efforts Reasonable Efforts Reasonable Efforts Priority 5 Causes no service disruption with no impact on business operations and does impact service deliver to clients. Additional work needed to perform some functions. Service Request may be raised for incident remediation and resolution (refer section 2.2 for Service Request Management process). Reasonable Efforts Reasonable Efforts Reasonable Efforts EXHIBIT B ServicePlus Support Services Agreement The following are required for Avocette to support the on-premise CLIENT System: •CLIENT will provide all required subscription, software and/or hardware licenses required to support the application. •The support team will not be on-site at CLIENT’s location and Avocette’s support team will be able to access the CLIENT network remotely using a secure network connection to access the necessary application environments. For Cloud implementations: •The support team will not be on-site at CLIENT’s location and Avocette’s support team will be able to access the CLIENT environment, remotely. 1.Service Delivery Service delivery is oriented around two specific processes: 1)Incident Management a.The handling of Break Fix situations. In CLIENT terminology this is the ‘support’ type of requests that involve software fixes. 2)Service Request Management a.The handling of any request that is not expected to result in a software fix. This includes Maintenance, Enhancement and Operational (non-software related) requests. See Section 4 for a list of available Additional Services. The following sections will outline all the elements involved in Service Delivery and also walk through the expected workflow for both Incident Management and Service Request Management. 2.1 Incident Management The Incident Management process occurs when CLIENT has a request to fix a problem in the CLIENT’S Software System Production environment. The goal of incident management is to: •Return to the normal service level as soon as possible with the smallest impact on the business and user. The process is triggered when the authorized CLIENT individual or group makes the request through: •Entry of ticket into the service management system (Avocette provides instruction on how to enter incidents) •Phone call to Avocette (for emergency and high priority issues, phone is mandatory) ServicePlus Support Services Agreement 2.1.1 Incident Management Process The following describes how Avocette will respond to an incident request. This process can be reviewed and adjusted if necessary to meet CLIENT’s specific needs. As noted previously, some incident may require an Accela fix and in those cases Avocette will support the reporting and communication with Accela. Figure 1: Procedure for Incident Management. Task # Task Actor(s) 1.1 The CLIENT point-of-contact creates the initial incident request by documenting the specific incident and sending the information to Avocette’s Service Desk via email. CLIENT application point- of-contact 1.2 All contacts are acknowledged upon receipt. Acknowledgement can be through email or by phone. Avocette Service Desk creates a ticket for the incident, assigning the incident to Avocette’s primary support person and Service Delivery Manager. Automatic email notifications are generated and sent to the Avocette Service Delivery Manager. Avocette Service Desk 1.3 Avocette team reviews the incident. More information may be requested from CLIENT at this time. Avocette Support Team Avocette Incident Management CL I E N T Report Resolve Issue Resources Resolved Request Closure Not Resolved ServicePlus Support Services Agreement Task # Task Actor(s) 1.4 The Service Delivery Manager liaises with the primary resource to coordinate a solution and may assign additional support team resources to recover and resolve the issue. Avocette Support Team 1.5 The support team works to recover the issue. This may involve working directly with CLIENT staff to provide access to data, database logs, performance data, etc., in order to resolve the incident. The support team promotes the fix to the CLIENT environment and completes the necessary requests to migrate to production or add it to an upcoming release. Avocette Support Team 1.6 If resolution of the issue provides recovery of the application, the Service Delivery Manager will seek approval from CLIENT to close the incident. Service Delivery Manager 1.7 Request to close is approved or denied: •If the incident is resolved, then no further action is taken and the request approved. •If there is further work required, then the closure is denied and further testing may be required. CLIENT point-of- contact 2.2 Service Request Management Avocette uses a Service Request Management system to record and track all incidents and service requests under this contract. Once submitted, service request management is used to support incidents and requests, assign tasks to internal team members and track time spent on specific requests. The features offered are: •Application Change Management by logging and tracking requests, bugs, and enhancements by application and client •Cross-referencing of incident reports •Time recording for activities and reporting on effort •Control of user access to ensure security and privacy The Service Request Management application is configured for each CLIENT and can be modified to accommodate business related requirements for reporting. Avocette’s Service Request Management supports maintenance, enhancements or other operational (non-software) requests. The goal of Service Request Management is to keep track of all requests, allow prioritization of the requests, track time spent, and report on the status of each request. Service Requests may be raised to address all Priority 3, 4 and 5 incident remediation and resolutions. ServicePlus Support Services Agreement 2.2.1 Service Request Management Process The following describes how Avocette will respond to a Service Request. Figure 2: Procedure for Maintenance, Enhancement and Operational Requests Task # Task Actor(s) 1.1 The CLIENT point-of-contact creates the initial service request by documenting the specific request and sending the information to Avocette’s Service Desk via email. CLIENT application point- of-contact 1.2 All contacts are acknowledged upon receipt. Acknowledgement can be through email or by phone. Avocette Service Desk creates a ticket for the service request, assigning the service request to Avocette’s primary support person and Service Delivery Manager. Automatic email notifications are generated and sent to the Avocette Service Delivery Manager. Avocette Support Team 1.3 The Avocette team will work with CLIENT to confirm analysis. CLIENT will review and approve or reject the Service Request. CLIENT 1.4 The Service Delivery Manager will then submit the proposed Service Request to CLIENT for approval. Avocette Support Team 1.5 CLIENT will review and approve or reject the Service Request. The service request is executed and the deliverables provided to CLIENT for User Acceptance Testing. CLIENT Request Management CL I E N T Request Create Request Request Analysis Request PROD Migration to PROD Request User Acceptance Remediation Required Ready for PROD ServicePlus Support Services Agreement Task # Task Actor(s) 1.6 The Service Delivery Manager will then schedule the work to be completed based on the agreed timeline expectations in the service request. Avocette Support Team 1.7 The Avocette team will perform the development and QA work described in the Service Request Avocette Support Team 1.8 CLIENT will review the deliverables and complete any necessary user acceptance testing before giving the approval to proceed to production or accept the deliverable. CLIENT 1.9 The Avocette team will migrate the Service Request to the production environment. Avocette Support Team 2.0 The CLIENT will validate that the Service Request has been successfully migrated to the production environment. CLIENT Service Requests must be reviewed and approved by the CLIENT Contract Manager and Avocette’s Service Delivery Manager before any work proceeds. 2.3 Approach to Maintaining Service Avocette will assign qualified and cross trained resources to support the installed software. The support team will include a primary and backup resource fully trained in the application as well as the support procedures necessary to adhere to CLIENT standards. The Service Delivery Manager will ensure that the backup resource is ready in the event that the primary resource is unavailable for any reason. In addition, the Avocette Service Desk is provided with primary and backup resource contact information and will be kept informed when the primary resource is unavailable. Cross training of the backup resources will be an ongoing activity to ensure that there is familiarity with the CLIENT setup and configuration. Avocette will maintain a repository for information, materials and details pertaining to support of the Supported Application Components (Knowledge Management). This will also include details on the specific CLIENT policies and procedures that will apply to this support service. The Service Delivery Manager will ensure that there is adequate coverage during any absences or traditional vacation periods (e.g. Christmas Holidays) and will also communicate any upcoming absences to CLIENT during the service level report meetings. In the event of a disaster in the Avocette Offices, CLIENT will be notified immediately, provided direct contact phone numbers for the support team, and support resources will work from home. ServicePlus Support Services Agreement 2.4 Facilities and Equipment Requirements CLIENT is not required to provide any permanent desk or office space. However, Avocette may require access to a drop in station at CLIENT from time to time during onsite visits. Avocette resources will require remote access into the CLIENT environment. This may require using a secure network connection. 2.Support Team Avocette’s support team is comprised of the following roles and provides on-going operation support for CLIENT’s Accela environment as follows: Role Role Description CLIENT Contract Manager/Point of Contact The CLIENT will assign a CLIENT Contract Manager/Point of Contact to be the primary contact for the Avocette Service Delivery Manager. (Note that other roles may be assigned as required). The CLIENT Contract Manager/Point of Contact will: 1.Facilitate communications between Avocette and the CLIENT to clarify incident/service request particulars (as needed) 2.Facilitate communications between Avocette and other CLIENT departments or technical areas in order to diagnose and resolve the request 3.Arrange for User Acceptance Testing as required 4.Provide priorities and guidance to the Avocette support team for outstanding issues 5.Complete resolution details in the Service Management System and closing the ticket 6.Attend monthly service delivery meetings 7.The following additional responsibilities are primarily related to Service Request Management: 8.Facilitate Authorization of work to proceed. 9.Manage communication with other application stakeholders on implementation or significant changes Facilitate approval of requirements and functional specifications Avocette Service Desk Support Analyst Avocette’s Service Desk is staffed with Service Desk Support Analysts who are responsible for receiving and acting upon incidents reported by ServicePlus CLIENTS. The Avocette Service Desk Support Analyst: 1.Responds to incidents from ServicePlus CLIENTS submitted by the service tracking system or phone. 2.Provides basic user support as required such as password resets and other user support issues. 3.Based on the priority of the incident takes appropriate action to respond to the incident by performing a warm handoff. ServicePlus Support Services Agreement Role Role Description Avocette Contract Manager An Avocette Contract Manager is assigned to each ServicePlus CLIENT and will be the person responsible for ensuring Avocette meets its commitments under this contract. The CLIENT Contract Manager is also responsible for approving service requests on behalf of Avocette. The Avocette Contract Manager will: 1.Be responsible for Avocette’s commitments under the contract. 2.Be available when necessary to meet with the CLIENT to address issues and concerns. Approve Service Requests in a timely manner. Avocette Service Delivery Manager A Service Delivery Manager is assigned to each ServicePlus CLIENT and will be the primary contact for managing incident resolution and service requests. Avocette always assigns a backup Service Delivery Manager, typically the Subject Matter Expert, to each account so that service disruptions are avoided in the case of the primary service delivery manager not being available. The Service Delivery Manager will: •Be responsible for all reporting incidents and communicating status of incident resolution processes to stakeholders •Manage the delivery team and ensures support coverage is in place •Ensure proper communication to CLIENT regarding release scope and expected delivery schedule and status during the implementation process •Provide estimates for Service Requests and work with the CLIENT Contract Manager to set priorities •Work with the CLIENT Contract Manager to develop release plans for Service Requests •Ensure all required authorizations have been provided prior to initiating work or conducting migrations •Be responsible for adjusting the release processes if necessary in order to improve quality, reliability, timeliness or overall customer satisfaction with the releases and documenting the revised processes •Ensure decisions, priorities and action items are properly documented and communicated to the team members •Work with the CLIENT Contract Manager and the Avocette Support Team to prioritize incident resolution and closure •Conduct regular team meetings involving release scope, scheduling and status •Reports regularly to the Avocette Contract Manager ServicePlus Support Services Agreement Role Role Description Avocette Subject Matter Expert / Business Analyst A primary and secondary Subject Matter Expert is assigned to each ServicePlus CLIENT and is responsible for providing analysis of and recommendations for resolving incidents and providing analysis and design for service requests. The Subject Matter Expert will: 1.Be responsible for understanding the business needs in relation to the application 2.Gather requirements for enhancements or service requests 3.Document both “as is” and “to be” to enable technical team members to effectively configure the application 4.Liaise with CLIENT staff to understand and document reporting requirements 5.Work with CLIENT to understand business problems in relation to the application 6.Works with the Avocette Service Delivery Manager to effectively timetable and deliver business analysis tasks as part of releases Avocette Database Administrator Avocette’s core team also includes a Database Administrator. The Database Administrator is not assigned to the team but is available as and when needed. Assigned resources may hold one or more roles described above. 3.Additional Services The following table provides a list of some of the services that are available through an approved change order. Service Description Frequency Estimated Hours per 6 Month Period Rates for Additional Services On-call support On call evening, weekend and holiday support can be arranged if required with 1 day notice. As and When required N/A $200.00 per 8 hours of on-call support After Hours Callout In the event where CLIENT has made advance arrangements for standby service and a service request is received outside of normal business hours that requires immediate response (i.e. cannot wait until the next business day) As and When required N/A $175.00/hour ServicePlus Support Services Agreement Service Description Frequency Estimated Hours per 6 Month Period Rates for Additional Services Avocette will invoice for a minimum of four (4) hours or the actual hours worked, whichever is greater Enhancements Service Request Hours draw down budget for enhancements to the Accela configuration Recommended that CLIENT allocate 30 hours per month As required Included within Service Request Hours if available, additional hours are charged at $150.00/Hour ServicePlus Support Services Agreement ServicePlus Vendor Services Between Avocette Technologies Inc. (the VENDOR) at the following address: 1050 – 1188 W. Georgia Street Vancouver, BC V6E 4A2 Phone: (604) 395-6000 Phone Toll Free: 1-866-285-8885 City of Cupertino at the following address: Inform Tech – City Hall 10300 Torre Avenue Cupertino, CA 95014-3202 Phone: 408777-3377 CLIENT AND THE VENDOR AGREE TO THE TERMS OF THIS DOCUMENT AND IN THE SCHEDULE OUTLINE BELOW. SCHEDULE A – SERVICES: ServicePlus As and When Service Provide support and consulting services in support of the Accela Software system, As Per Attached Schedule A. 1.2 Years July 1, 2026 August 30, 2027 Accela Civic Platform Services Term: Services Start: Services End: CLIENT’S Software System: Budget $75,000 Hourly Rate 1st Year: $135 Exhibit C - Compensation Appendix A: Definitions The following definitions are used throughout this proposal: “Acknowledge Request” means an email from an Avocette representative that confirms that a request has been received. “Additional Support Services” means any additional work requested by CLIENT beyond the Base Support Services. “Additional Support Services Fees” means the monthly fee paid to the VENDOR for the delivery of Additional Support Services. “Approved Service Request” means a Service Request or a VENDOR Service Proposal for which the proposal and budget estimate provided by VENDOR has been approved by CLIENT and VENDOR has been instructed to proceed with delivery of the subject matter. “Base Support Services Fee” means the monthly fee paid to the VENDOR for the delivery of Base Support Services. “CLIENT Contract Manager/Point of Contact” means the person in CLIENT responsible for managing the contract and approving all expenditures. This person is also the CLIENT reference of all administrative matters associated with this contract. “Contract Manager” means the Avocette Manager responsible for the delivery of Managed Services across multiple clients. The Service Delivery Manager reports to the Contract Manager. “Incident” means an event that degrades or disrupts the normal operation of the application that is reported to the Service Desk and given a unique tracking number. “Incident Resolution Time” means the time to complete the permanent corrective solution (resolve the root cause). “On-call Hours” means those hours beyond the Standard Business Day. On-call services are available on request by CLIENT with one day’s notice. “Pre-approved Expenses” means those expenses incurred by the VENDOR in the execution of this contract including travel and living expenses as preapproved via formal change order process agreed to by all parties. “Priority” means the degree of impact that an incident has on CLIENT business areas and clients. The priorities are graded from 1 through 5. Response and resolution times targets are based on the incident priority in the Service Level Agreement. The Priority definitions can be found in Section 2 Service Levels. “Services” means Base Support Services and Additional Support Services. “Service Desk” means the service desk operated by Avocette providing a single point of contact. “Service Delivery Manager” means the Avocette resource responsible for ensuring that CLIENT remains satisfied with the service being provided. The Service Delivery Manager manages the support team, ensures adequate coverage is in place, provides communication to CLIENT during incident recovery periods, and prepares the Service Level Reports. The Service Delivery Manager is present at meetings with the CLIENT as required. “Service Management Reporting” means the design, generation and delivery by the VENDOR of reports and reporting sufficient to meet CLIENT’s operational management requirements for the Services. “Service Request” means a formal request issued by CLIENT for maintenance (upgrades, preventative maintenance) and enhancements. Service Requests are developed by CLIENT and typically include the description of the requested service, scope, expected deliverables and timeline expectations. Avocette will provide estimates for Service Requests within 5 business days. All service requests are sent to the Avocette Service Desk and given a unique tracking number. “Standard Business Day” hours will be 9:00 – 17:00 PST Monday to Friday exclusive of Canadian Statutory Holidays “Statutory Holidays” – in Canada means New Year’s Day, Family Day (including Islander Day, Louis Riel Day, Viola Desmond Day), Good Friday, Easter Monday, Victoria Day, Canada Day, Civic holiday (including AB, BC, SK, ON, NB, NU), Labour Day, Truth & Reconciliation Day, Thanksgiving Day, Remembrance Day, Christmas Day, and Boxing Day. “Support Team” means the Avocette resources that are involved in the day-to-day support of the Supported Application Components. “Ticket” is a generic term for a unique tracking number that is generated by the Customer Service Centre or Avocette’s service request management application. Exh. D - Insurance Requirements 1 Version: Sept. 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. 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 D Insurance Requirements Professional Consultant Contracts Exh. D - Insurance Requirements 2 Version: Sept. 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. 5. 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 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). Exh. D- Insurance Requirements 3 Version: Sept. 2025 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. 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. ISSUE DATE YYYY/MM/DD Company A Company B BROKER Company C Company D INSURED©S FULL NAME AND MAILING ADDRESS Company E COVERAGES TYPE OF INSURANCE CO LTR LIMITS OF LIABILITY (Canadian dollars unless indicated otherwise) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY EXCESS LIABILITY OTHER (SPECIFY) CERTIFICATE HOLDER CANCELLATION AUTHORIZED REPRESENTATIVE Per:_______________________________________ CLAIMS MADE OCCURRENCE PRODUCTS AND/OR COMPLETED OPERATIONS PERSONAL INJURY EMPLOYER©S LIABILITY TENANT©S LEGAL LIABILITY NON-OWNED AUTOMOBILE HIRED AUTOMOBILE DESCRIBED AUTOMOBILES ALL OWNED AUTOMOBILES LEASED AUTOMOBILES ** GARAGE LIABILITY UMBRELLA FORM OTHER THAN UMBRELLA FORM EACH OCCURRENCE $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGGREGATE $ PERSONAL INJURY $ EMPLOYER©S LIABILITY $ TENANT©S LEGAL LIABILITY $ NON-OWNED AUTOMOBILE $ HIRED AUTOMOBILE $ BODILY INJURY PROPERTY DAMAGE COMBINED $ BODILY INJURY (Per person)$ BODILY INJURY (Per accident)$ PROPERTY DAMAGE $ EACH OCCURRENCE AGGREGATE $ $ $ $ $ $ $ Ì¸· ½»®¬·º·½¿¬» · ·«»¼ ¿ ¿ ³¿¬¬»® ±º ·²º±®³¿¬·±² ±²´§ ¿²¼ ½±²º»® ²± ®·¹¸¬ «°±² ¬¸» ½»®¬·º·½¿¬» ¸±´¼»® ¿²¼ ·³°±» ²± ´·¿¾·´·¬§ ±² ¬¸» ·²«®»®ò Ì¸· ½»®¬·º·½¿¬» ¼±» ²±¬ ¿³»²¼ô »¨¬»²¼ ±® ¿´¬»® ¬¸» ½±ª»®¿¹» ¿ºº±®¼»¼ ¾§ ¬¸» °±´·½·» ¾»´±©ò Ì¸· · ¬± ½»®¬·º§ ¬¸¿¬ ¬¸» °±´·½·» ±º ·²«®¿²½» ´·¬»¼ ¾»´±© ¸¿ª» ¾»»² ·«»¼ ¬± ¬¸» ·²«®»¼ ²¿³»¼ ¿¾±ª» º±® ¬¸» °±´·½§ °»®·±¼ ·²¼·½¿¬»¼ ²±¬©·¬¸¬¿²¼·²¹ ¿²§ ®»¯«·®»³»²¬ô ¬»®³ ±® ½±²¼·¬·±² ±º ¿²§ ½±²¬®¿½¬ ±® ±¬¸»® ¼±½«³»²¬ ©·¬¸ ®»°»½¬ ¬± ©¸·½¸ ¬¸· ½»®¬·º·½¿¬» ³¿§ ¾» ·«»¼ ±® ³¿§ °»®¬¿·²ò Ì¸» ·²«®¿²½» ¿ºº±®¼»¼ ¾§ ¬¸» °±´·½·» ¼»½®·¾»¼ ¸»®»·² · «¾¶»½¬ ¬± ¿´´ ¬»®³ô »¨½´«·±² ¿²¼ ½±²¼·¬·±² ±º «½¸ °±´·½·»ò Ô×Ó×ÌÍ ÍØÑÉÒ ÓßÇ ØßÊÛ ÞÛÛÒ ÎÛÜËÝÛÜ ÞÇ Ðß×Ü ÝÔß×ÓÍ öö ßÔÔ ßËÌÑÓÑÞ×ÔÛÍ ÔÛßÍÛÜ ×Ò ÛÈÝÛÍÍ ÑÚ íð ÜßÇÍ ÉØÛÎÛ ÌØÛ ×ÒÍËÎÛÜ ×Í ÎÛÏË×ÎÛÜ ÌÑ ÐÎÑÊ×ÜÛ ×ÒÍËÎßÒÝÛ ÝÛÎÌ×Ú×ÝßÌÛ ÑÚ Ô×ßÞ×Ô×ÌÇ ×ÒÍËÎßÒÝÛ ÐÑÔ×ÝÇ ÒËÓÞÛÎ ÛÚÚÛÝÌ×ÊÛ ÜßÌÛ ÇÇÇÇñÓÓñÜÜ ÛÈÐ×ÎÇ ÜßÌÛ ÇÇÇÇñÓÓñÜÜ ÜÛÍÝÎ×ÐÌ×ÑÒ ÑÚ ÑÐÛÎßÌ×ÑÒÍñÔÑÝßÌ×ÑÒÍñßËÌÑÓÑÞ×ÔÛÍñÍÐÛÝ×ßÔ ×ÌÛÓÍ ÌÑ ÉØ×ÝØ ÌØ×Í ÝÛÎÌ×Ú×ÝßÌÛ ßÐÐÔ×ÛÍ ø¾«¬ ±²´§ ©·¬¸ ®»°»½¬ ¬± ¬¸» ±°»®¿¬·±² ±º ¬¸» Ò¿³»¼ ×²«®»¼÷ 2025/10/27 HUB International Insurance Brokers One Bentall Centre, 505 Burrard Street Suite 1900, Box 76 Vancouver, BC V7X 1M5 PHONE: 604-714-4400 FAX: 604-714-4401 Avocette Technologies Inc. #1050 - 1188 West Georgia Street Vancouver, BC V6E 4A2 Deductible: Commercial General Liability: $1,000 / Professional Liability: $10,000 Contingent Employer's Liability Included under the Commercial General Liability policy. THE CITY OF CUPERTINO, ITS CITY COUNCIL, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS AND VOLUNTEERS are added as Additional Insureds with a Waiver of Subrogation on the Commercial General Liability policy but only with respect to the operations of the Named Insured. Insurance is Primary and Non Contributory. The City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 Lloyd's U/W as arranged by CFC Underwriting Limited PDUB4KE6 A ESO0140548652 ESO0140548652 50123T8L8 2025/10/28 2026/10/28 5,000,000 Professional Liability Property, All Risks Errors & Omissions / Cyber Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will endeavor to mail 30 days written notice to the certificate holder named to the left, but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives. Property - Vancouver Property - Victoria 5,000,000 Intact Insurance Company 5,000,000 5,000,000 5,000,000 5,000,000 1,700,000 5,000,000 50,000 A B 2025/10/28 2026/10/28 316,200 30,600 X X X X X X X Page 1 of 1 51 b. 90 days from the date an invoice is due for settlement by a third party, provided you have made a reasonable attempt to recover the overdue sum or you have attempted to reach a compromise agreement with the third party. We require you to provide full details of the incident, including but not limited to: a. the time, place and nature of the incident; b. the manner in which you first became aware of this incident; c. the reasons why you believe that this incident could give rise to a claim under this Policy; d. the identity of the potential claimant; and e. an indication as to the size of the claim that could result from this incident. In respect of INSURING CLAUSES 2, 3, 4, 5, 6 and 13, if you discover a cyber event you may only incur costs, other than costs incurred to respond to an extortion demand (including any ransom payment), without our prior written consent within the first 72 hours following the discovery and any third party costs incurred must be with a company forming part of the approved claims panel providers. All other costs may only be incurred with the prior written consent of the claims managers (which will not be unreasonably withheld). In respect of INSURING CLAUSE 11, if due to an emergency, our written consent cannot reasonably be obtained prior to costs and expenses being incurred with respect to any claim, we will give retrospective approval for those costs and expenses during the period of 14 days immediately following the date on which the claim was first made or instituted. 2.Additional insureds Other than in respect of INSURING CLAUSE 11, we will indemnify any third party as an additional insured under this Policy, but only in respect of sums which they become legally obliged to pay (including liability for claimants' costs and expenses) as a result of a claim arising solely out of an act committed by you, provided that: a.you contracted in writing to indemnify the third party for the claim prior to it first being made against them; and b. had the claim been made against you, then you would be entitled to indemnity under this Policy. Before we indemnify any additional insured they must: a. prove to us that the claim arose solely out of an act committed by you; and b. fully comply with CONDITION 1 as if they were you. Where we indemnify a third party as an additional insured under this Policy, this Policy will be primary and non-contributory to the third party's own insurance, but only if you and the third party have entered into a contract that contains a provision requiring this. 52 Where a third party is treated as an additional insured as a result of this Condition, any claim made by that third party against you will be treated by us as if they were a third party and not as an insured. 3.Agreement to pay claims other than for legal expenses Other than in respect of INSURING CLAUSE 10, we have the right and duty to take control of and conduct in your name the investigation, settlement or defence of any claim. We will not have any duty to pay costs and expenses for any part of a claim that is not covered by this Policy. You may ask the claims managers to consider appointing your own lawyer to defend the claim on your behalf and the claims managers may grant your request if they consider your lawyer is suitably qualified by experience, taking into account the subject matter of the claim, and the cost to provide a defence. We will endeavour to settle any claim through negotiation, mediation or some other form of alternative dispute resolution and will pay on your behalf the amount we agree with the claimant. If we cannot settle using these means, we will pay the amount which you are found liable to pay either in court or through arbitration proceedings, subject to the limit of liability. We will not settle any claim without your consent. If you refuse to provide your consent to a settlement recommended by us and elect to continue legal proceedings in connection with the claim, any further costs and expenses incurred will be paid by you and us on a proportional basis, with 50% payable by us and 50% payable by you. As a consequence of your refusal, our liability for the claim, excluding costs and expenses, will not be more than the amount for which the claim could have been settled. 4.Agreement to pay claims for legal expenses Prior to the payment of costs and expenses under INSURING CLAUSE 10, the claims managers will consider whether there are reasonable prospects of you being successful if the claim is pursued or defended and they will inform you of their decision as soon as practicable. If the claims managers consider there are reasonable prospects of you being successful, they will provide you with their written agreement to pay costs and expenses on your behalf to pursue or defend the claim. However, if the claims managers do not consider there are reasonable prospects of you being successful and do not provide their written agreement but you disagree with their decision, you have the option to resolve the disagreement through binding arbitration. The dispute will be referred to a suitable independent expert mutually agreed between you and us. The decision of the independent expert will be final and binding. If the independent expert agrees with you that there are reasonable prospects of you being successful we will pay the fees and expenses of the independent expert. However, if the independent expert agrees with 59 Cover for any created entity is only provided under this Policy for any act, error or omission committed or alleged to have been committed on or after the date of its creation. No cover will be automatically provided under this Policy for any created entity whose business activities are materially different from your business activities. 19.Our rights of recovery If we make any payment under this Policy and you have any right of recovery against a third party in respect of this payment, then we will maintain this right of recovery. You will do whatever is reasonably necessary to secure this right and will not do anything after the event which gave rise to the claim to prejudice this right. We will not exercise any rights of recovery against any employee, unless this is in respect of any fraudulent or dishonest acts or omissions as proven by final adjudication, arbitral tribunal or written admission by the employee. Any recoveries will be applied as follows: a. towards any recovery expenses incurred by us; b. then to us up to the amount of our payment under this Policy, including costs and expenses; c. then to you as recovery of your deductible. 20.Prior subsidiaries Should an entity cease to be a subsidiary after the inception date, cover in respect of the entity will continue as if it was still a subsidiary during the period of the policy, but only in respect of an act, error, omission or event occurring prior to the date that it ceased to be a subsidiary. 21.Process for paying privacy breach notification costs Any privacy breach notification transmitted by you or on your behalf must be done with our prior written consent. We will ensure that notification is compliant with any legal or regulatory requirements and contractual obligations and transmitted using the most cost effective means permissible under the governing law. No offer must be made for financial incentives, gifts, coupons, credits or services unless with our prior written consent which will only be provided if the offer is commensurate with the risk of harm. We will not be liable for any portion of the costs you incur under INSURING CLAUSE 3 (SECTION E only) that exceed the costs that you would have incurred had you gained our prior written consent. In the absence of our prior written consent we will only be liable to pay you the equivalent cost of a notification made using the most cost effective means permissible under the governing law. 60 If a senior executive officer becomes aware that a client has suffered a privacy breach, you and we agree that you will: a. endeavor as much as is reasonably practicable that any privacy breach notification transmitted by or on behalf of your client is compliant with any legal or regulatory requirements and contractual obligations and transmitted using the most cost effective means permissible under the governing law; and b. fully comply with CONDITION 1. 22.Waiver of subrogation Notwithstanding CONDITION 19, we agree to waive our rights of recovery against any third party if, prior to the claim or incident which you reasonably expected to give rise to a claim, you entered into a contract that contains a provision requiring you to do this. 23.Sanctions suspension It is a condition under this Policy that the provision of cover, the payment of any claim and the provision of any benefit will be suspended, to the extent that the provision of the cover, payment of the claim or provision of the benefit would expose us to any sanction, prohibition or restriction under the United Nations resolutions or the trade or economic sanctions, laws or regulations of Australia, Canada, the European Union, United Kingdom or United States of America. The suspension will continue until such time we would no longer be exposed to the sanction, prohibition or restriction. 24.Choice of law and jurisdiction This Policy will be interpreted under, governed by and construed in all respects in accordance with the law of the jurisdiction of the place of registration of the company named as the insured in the Declarations page and we and you agree to submit to the exclusive jurisdiction of the courts within the territorial limits and jurisdiction of the place of registration of the company named as the insured in the Declarations page. STATUTORY CONDITIONS These Statutory Conditions apply with respect to all perils covered under this Policy, including liability coverage where provided. These conditions may be modified or supplemented by agreement. Where a condition is listed below that relates to a peril that has not been purchased by the insured under this Policy, then that condition may be disregarded. If any condition below conflicts with the Statutory Conditions in force in the Province where the company named as the insured in the Declarations page is registered, then this condition may be amended to conform to the applicable Statutory Conditions. ACCELA Consulting Services Final Audit Report 2026-06-12 Created:2026-06-11 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAOpKubl4L5fKnEzcx2oqn2Ir2vwi3YXFu "ACCELA Consulting Services" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-06-11 - 8:13:02 PM GMT- IP address: 35.229.54.2 Document emailed to marilynp@cupertino.org for approval 2026-06-11 - 8:24:00 PM GMT Email viewed by marilynp@cupertino.org 2026-06-11 - 8:24:10 PM GMT- IP address: 98.93.212.41 Signer marilynp@cupertino.org entered name at signing as Marilyn Pavlov 2026-06-11 - 8:25:44 PM GMT- IP address: 69.209.31.163 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval hosted by Webmaster Admin (webmaster@cupertino.org) Approval Date: 2026-06-11 - 8:25:46 PM GMT - Time Source: server- IP address: 69.209.31.163 Document emailed to aracelia@cupertino.org for approval 2026-06-11 - 8:25:49 PM GMT Email viewed by aracelia@cupertino.org 2026-06-11 - 8:26:05 PM GMT- IP address: 3.88.230.180 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-06-11 - 8:47:10 PM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-06-11 - 8:47:12 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to roshan.fahimi@avocette.com for signature 2026-06-11 - 8:47:15 PM GMT Email viewed by roshan.fahimi@avocette.com 2026-06-11 - 11:00:31 PM GMT- IP address: 104.47.75.254 Signer roshan.fahimi@avocette.com entered name at signing as Roshan Fahimi 2026-06-11 - 11:19:13 PM GMT- IP address: 207.81.253.62 Document e-signed by Roshan Fahimi (roshan.fahimi@avocette.com) Signature Date: 2026-06-11 - 11:19:15 PM GMT - Time Source: server- IP address: 207.81.253.62 - Signature Appearance Selected: TYPE Document emailed to michaelw@cupertino.org for signature 2026-06-11 - 11:19:17 PM GMT Email viewed by michaelw@cupertino.org 2026-06-11 - 11:19:25 PM GMT- IP address: 54.242.209.38 Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-06-12 - 0:31:09 AM GMT- IP address: 98.33.114.31 Document e-signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-06-12 - 0:31:11 AM GMT - Time Source: server- IP address: 98.33.114.31 - Signature Appearance Selected: TYPE Document emailed to terig@cupertino.org for signature 2026-06-12 - 0:31:15 AM GMT Email viewed by terig@cupertino.org 2026-06-12 - 0:31:22 AM GMT- IP address: 54.175.134.82 Signer terig@cupertino.org entered name at signing as Teri Gerhardt 2026-06-12 - 4:11:08 AM GMT- IP address: 73.71.247.175 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2026-06-12 - 4:11:10 AM GMT - Time Source: server- IP address: 73.71.247.175 - Signature Appearance Selected: MOBILE_DRAW Document emailed to laurens@cupertino.org for signature 2026-06-12 - 4:11:12 AM GMT Email viewed by laurens@cupertino.org 2026-06-12 - 4:11:24 AM GMT- IP address: 54.175.134.82 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-06-12 - 4:28:21 AM GMT- IP address: 69.149.42.28 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-06-12 - 4:28:23 AM GMT - Time Source: server- IP address: 69.149.42.28 - Signature Appearance Selected: TYPE Agreement completed. 2026-06-12 - 4:28:23 AM GMT