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HomeMy WebLinkAbout26-090 Balance Studios Inc. for ARTour & McClellan Ranch Augmented Reality Application UpdatesCITY OF SERVICES AGREEMENT ($59000 OR LESS) CUPERTINO 1. Parties. This Agreement ("Agreement") is made by and between the City of Cupertino, a municipal corporation ("City") and Balance Studios, Inc. ("Contractor"), a Corporation, and is effective on the last date signed below ("Effective Date"). 2. Services. Contractor agrees to provide the programs, classes or activities ("Services") set forth in detail in the Scope of Services, attached and incorporated here as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. Time of Performance. This Agreement begins on the Effective Date and ends on June 30, 2026 ("Contract Time"), unless terminated earlier as provided herein. Contractor must deliver the Services in accordance with the Schedule of Performance included or attached to Exhibit A. 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. The City's designated supervisor for this Agreement may extend the Contract Time by up to six (6) months through a written amendment to this Agreement, provided such extension does not include additional contract funds. 4. Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based upon actual costs but that will be capped so as not to exceed $5,000.00 ("Contract Price"), based upon the Scope of Services and the budget and rates included in Exhibit A. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. Upon Cityapproval of written invoices, Contractor will be paid as follows: (check one; cross out others): 0 A lump sum amount of $5,000.00 which shall not exceed the Contract Price. El At the rate of �cra6urr0�-a-t66 t to-excccE�r oitr- cetWicae� . El Based on the payment sehedule ineluded or attaehed to Exhibit A whieh shall not e*eeed the Gentr-aet Price. 5. Independent Contractor. 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, workers compensation or other benefits from the City. Contractor must have the skills and qualifications to perform the Services in a competent and professional manner, and must be licensed, registered, and/or certified and have a City Business License. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 6. Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment ARTour & McClellan Ranch Augmented Reality Application Updates 1 of 5 Services Agreement ($5,000) / April 2024 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 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 responsibility of City, and actual attorney's fees incurred by City in connection with the above. 7. Assignment. This Agreement is not assignable. Contractor may not substitute another or transfer any rights or obligations under this Agreement without prior written approval of City. Only those persons whose names are included in Exhibit A may perform the Services. 8. Indemnification. 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 of Contractor or its subcontractors or sub -subcontractors; Contractor must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. 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. 9. Insurance. Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit B, 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. ARTour & McClellan Ranch Augmented Reality Application Updates 2 of 5 Services Agreement ($5,000) / April 2024 10. Compliance with Laws. Contractor shall comply with all laws and regulations applicable to this Agreement, included without limitation the following laws: 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. ❑ Sole Proprietor. If Contractor is a sole proprietorship/individual, it must sign the Affidavit of No Employees included in this Agreement. 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, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or Contractor's 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. 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 the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 11. Abandonment. City may abandon or postpone the Project at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment. 12. Termination. City may terminate this Agreement for cause or without cause at any time. City reserves the right to terminate the Agreement and the remainder of the Services offered by Consultant without notice based upon Contractor's cancellation of a Service (i.e., program, class or activity) without giving advance notice or obtaining written approval from City. 13. Governing Law. 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. 14. Entire Agreement. This Agreement represents the full and complete understanding of every kind or ARTour & McClellan Ranch Augmented Reality Application Updates 3 of 5 Services Agreement ($5,000) / April 2024 nature between the Parties, and supersedes any other agreement or understanding, either oral or written, between the Parties. Any changes to this Agreement will be effective only if in writing and signed by each Parry'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. Each provision and clause required by law for this Agreement is deemed to be inserted and will be inferred herein. 15. Services Coordinator. The Parties designate the following persons as Services Coordinators for this Agreement. Contractor's designation and any substitution are subject to City approval. For City: For Contractor: Teri Gerhardt Heidi A. Klessig Chief Technology Officer Vice President of Client Relations terig@Cupertino.org Heidi@BalanceStudios.com 16. Contract Interpretation. There are no intended third party beneficiaries of this Agreement. Neither acceptance of the Services nor payment therefor shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. The headings in this Agreement are for convenience only. The Indemnification and Governing Law sections expressly survive this Agreement. 17. Severability. If a term or provision of the Agreement or its application to a particular situation is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in 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. 18. Notices. All notices, demands, requests, and approvals must be sent to the persons below in writing, and will be considered effective on the date of personal delivery, upon confirmation of delivery by a reputable overnight delivery service, on the fifth calendar day after deposit thereof 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: Teri Gerhardt Email: terig@Cupertino.org To Contractor: Balance Studios, Inc. 2200 Dickinson Rd., Bldg 1 De Pere, WI 54115 Attention: Heidi A. Klessig Email: Heidi@BalanceStudios.com 19. Execution. Contractor's signatory warrants that he or she is authorized to execute the Agreement and to legally bind 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. SIGNATURES CONTINUE ON THE FOLLOWING PAGE ARTour & McClellan Ranch Augmented Reality Application Updates 4 of 5 Services Agreement ($5,000) / April 2024 IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the Effective Date written above. CITY OF CUPERTINO A Municipal Corporation Teri Gerhardt By: Name: Teri Gerhardt Title: CTO Date: 06/12/2026 APPROVED AS TO FORM: m6rj� fC 'Wbrr By: MICHAEL K. WOO Senior Assistant City Attorney ATTEST: By: LAURENSAPUDAR City Clerk Date: 06/1 2/2026 BALANCE STUDIOS, INC Ana J Lgtz By: Name: Tina J Lutz Title: President Date: 06/12/2026 ARTour & McClellan Ranch Augmented Reality Application Updates 5 of 5 Services Agreement ($5,000) / April 2024 EXHIBIT The City of Cupertino ARTour & McClellan Ranch Augmented Reality Application Updates Scope of Work June 9, 2026 Adam Araza Business Systems Analyst — GIS City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 408-777-3210 AdamA@Cupertino.org Heidi A. Klessig Vice President of Client Relations Balance Studios, Inc. 2200 Dickinson Road - Building 1 De Pere, WI 54115 920-433-9770 Heidi@BalanceStudios.com Project Synopsis: The City of Cupertino (Cupertino) is commissioning Balance Studios, Inc. (Balance) to update the ARTour and McClellan Ranch Augmented Reality Applications to re -instate background services for both iTunes and Google Play. Once approved, submit updated ARTour and McClellan Ranch Augmented Reality Applications to iTunes and Google Play under Cupertino developer account. Responsibilities: Balance is Responsible for: • Further clarification sessions with Cupertino to clearly define the project development details. • Project coordination, project organization and management, and asset management to ensure all elements are collected and allocated, timelines are maintained, and approvals are made. • Technical specifications • Production schedule • Application o Application Programming o Application Testing • Submission to iTunes and Google Play • Delivery of files to Cupertino for their archives Cupertino is Responsible for: • For the timely delivery and approvals of project elements as defined in the production schedule. • Reviews & Approvals of Application Assets. • Agrees to the number of reviews/revisions and understands there will be additional fees for additional change request. • Aiding in the application testing phases. FA � � L Approvals: Approvals by phases are an integral step in order to maintain budgets and timeline. After these approvals have been made by Cupertino, any changes thereafter will call for a change order with a re-examination of the time, resources, and associated costs necessary to accommodate the requested change. *Note: Due to the process of AR App development, reviews and approval will be ongoing with Balance providing as much notice as possible prior to each needed review. Final testing (1 round of revisions) Gold build submitted to iTunes and Google Play Assumptions: *The estimated time and resources are based on the following assumptions & criteria: Global Project Development Assumption: • A production schedule with key milestones and delivery dates will be created post scope approval. If timelines or deadlines are missed, the delivery date cannot be guaranteed and the project cost may be re-evaluated • Main Contact for Cupertino for communication, coordination, review comments and final approvals. Cupertino: Adam Araza • Due to the nature of application development and the speed of technologies evolution, Balance Studios is not responsible for bugs, incompatibilities, or changes in functionality due to unforeseen future upgrades to OSs, plug -ins, third party application integrations or other new technologies after the launch date. If these occurrences arise, a new project scope defining costs and timelines will be submitted. • Due to the process of App development, reviews and approval will be ongoing with Balance providing as much notice as possible. Technical Specifications: • The AR experience assets will be `baked' into the App. • Wi-Fi is needed for initial download of the final App if size is over 100mb. • App deployed to iTunes and Google Play Stores using the Cupertino developer account. • Important Note Regarding iTunes and Google Play App Stores: o Once the App has been approved by Cupertino and Balance has deployed the app to iTunes and Google Play App stores, the review and approval time lies with the App Store review team. o Balance is not liable for delays or missed event dates due to the App Store review turnaround time. o If the App store rejects the app, Balance will: 0 Work with Cupertino to correct the reason for rejection as quickly as possible. ■ If additional costs are deemed necessary to correct the rejection — Balance and Cupertino will discuss with a Change Order submission as an end result. Production Schedule: Balance Studios is able to begin the project development as soon as the development is approved. At that time, a specific production schedule will be implemented. Delivery prior to July 1, 2026, if possible. Project Budget: General Development Needs & Administration: • Internal and Client Meetings • Project Management, Coordination & Clarification Application Design & Development: • All Integrated Programming • Alpha & Beta Testing • Instruction Manual & Training • Compiling and delivering all project code and assets Application Development: $5,000.00 Standard Payment Schedule & Terms: Standard Payment Terms: • Payment Terms: Net-30 for invoices submitted • Invoices are submitted via email from AccountsPavable(o)BalanceStudios.com • Payments are accepted by check to 2200 Dickinson Road, Bldg 1, De Pere, WI 54115 Invoice 1 — $5,000.00, due on app approval for submission to iTunes and Google Play WE WOULD LOVE THE OPPORTUNITY TO WORK WITH YOU AGAIN! Signature of Commitment *By signing below, the City of Cupertino is providing approval for the services and budget as specified in this scope of work, the selection of Balance Studios, Inc. as its ARTour & McClellan Ranch Augmented Reality Application Updates partner, and are ready to move into the project execution phases. This proposal is good for 30 days. Please call Heidi Klessig at 920-433-9770 if there are any questions, needed revisions or modifications. Balance Studios, Inc.: Its: President Date: June 9, 2026 City of Cupertino Teri Gerhardt By: Its: CTO Date: 06/1 2/2026 I✓ EXHIBIT B Insurance Requirements Services Agreement ($5,000 or less) Contractor shall procure and maintain for the duration of the contract at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability ("CGL"): Coverage shall be 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 under this agreement 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 Contractor'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 ISO 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 Form Number CA 00 01 (or equivalent) covering any auto (Code 1), or, if Contractor has no owned autos, then hired autos (Code 8) and non - owned autos (Code 9), with limits no less than $1,000,000 each accident for bodily injury and property damage. X 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 Requirements. for Services Agreement ($5, 000 or Version: Mav 2025 insurance coverage in the amount required under this Section 2 for owned, non -owned and hired autos (any auto -Symbol 1). ❑ In lieu of Business Automobile Liability, 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. O Not required. Contractor has provided written verification it has no employees. 4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Claims Made Policies (applicable only to professional liability) If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the Effective Date of the Contract. 2. Insurance must be maintained for at least five (5) years after completion of the Services. 3. 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 Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers ("Additional Insureds") are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment furnished. CGL coverage shall be provided in the form of an endorsement at least as broad as ISO Form CG 20 10 1185 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary and Non -Contributory Coverage Except Workers' Compensation coverage, the Contractor's insurance coverage shall aloe and be endorsed "primary and non-contributory" at least as broad as the most recent edition of ISO CG 20 01 as respects the City, its City council, officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City and additional insureds shall be excess of Contractor's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall provide and be endorsed 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 ofpremiums. 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. Insurance Requirements. for Services Agreement ($5, 000 or Version: Mav 2025 Waiver of Subrogation Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions City may approve self -insured retentions and require proof of Contractor's ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or 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 Contractor shall furnish the City with acceptable original certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the Services. City retains the right to demand verification of compliance at any time duringthe Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Adequacy of Coverage Insurance coverage shall not limit Contractor's duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. Insurance Requirements. for Services Agreement ($5, 000 or Version: Mav 2025 A� " CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 02/06/2026 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). PRODUCER CONTACT Nadine Sanders NAME: Alliance Insurance Centers LLC A/CNNo Ext : (920) 330-9000 FANo): (920) 330-9001 3138 Market Street E-MAIL nsanders@allianceinsurancecenters.com ADDRESS: INSURERS) AFFORDING COVERAGE NAIC # INSURERA: Hartford Casualty 29424 Green Bay WI 54304 INSURED INSURER B : Rated by MUIt Companie 00914 Balance Studios, Inc. INSURER C : Apogee Insurance Group INSURER D : 2200 Dickinson Rd Bldg 1 INSURER E : INSURER F : De Pere WI 54115 COVERAGES CERTIFICATE NUMBER: 2026 REVISION NUMBER: 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 CONTRACTOR 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. INSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE � OCCUR DAMAGE PREM SESO(Ea occurrence) $ 300,000 _7RETED MED EXP (Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 A Y Y 83SBAIK0498 03/01/2026 03/01/2027 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- ECT LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS 83SBAIK0498 03/01/2026 03/01/2027 BODILY INJURY (Per accident) $ X PROPERTY DAMAGE (Per accident) $ HIRED H NON -OWNED AUTOS ONLY AUTOS ONLY X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 A EXCESS LIAR CLAIMS -MADE 83SBAIK0498 03/01/2026 03/01/2027 DED I I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) N/A Y 83WECI17258 03/01/2026 03/01/2027 X PER OTH- I� STATUTE ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT 1,000,000 $ C Professional Liability WG00001372AG 07/10/2025 07/10/2026 Each Occurrance 2,000,000 Policy Agrregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THE GENERAL LIABILITY POLICY, WHICH INCLUDES THE HIRED/NONOWNED AUTO LIABILITY, WRITTEN WITH HARTFORD INSURANCE COMPANIES HAS NO SIR RETENTION AND/OR DEDUCTIBLE. THE UMBRELLA POLICY WRITTEN WITH HARTFORD INSURANCE COMPANIES HAS A $10,000 SIR RETENTION AS SHOWN ABOVE; THERE IS NO OTHER SIR RENTENTION OR DEDUCTBLE APPLICABLE. THE WORERS' COMPENSATION/EMPLOYER LIABILITY POLICY WRITTEN WITH HARTFORD INSURANCE COMPANIES HAS NO SIR RETENTION AND/OR DEDUCTIBLE. THE PROFESSIONAL LIABILITY POLCY WRITTEN WITH APOGEE INSURANCE GROUP HAS NO RETENTION AND/OR DEDUCTIBLE. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014` @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 00035329 LOC #: AC"REP IIII... ADDITIONAL REMARKS SCHEDULE Page of AGENCY Alliance Insurance Centers LLC NAMED INSURED POLICY NUMBER CARRIER 7_1C CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance City of Cupertino and those entities not specifically named but included/required within the signed contracts are hereby listed as an additional insured under the general liability policy, primary and non-contributory, as respects to work performed by the named insured, subject to the policy language, forms, conditions and exclusions. A General Liability Waiver and Workers' Compensation Waiver of Subrogation have been added in favor of City of Cupertino and those entities not specifically named but included/required within the signed contracts. Contractual Liability Coverage is included. Umbrella is following form Should any of the aforementioned described policies be cancelled before the expiration date thereof, the issuing insurer will endeavor to mail 30 days written notice to the named certificate holder, but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 83 SBA IK0498 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDOR LOC 001 BLDG 001 THE CITY OF CUPERTINO 10300 TORRE AVE CUPERTINO,CA 95014 LOC 001 BLDG 001 KOMATSU MINING CORP AND KOMATSU AMERICA CORP. 4400 WEST NATIONAL AVENUE, MILWAUKEE, WI 53214 Form IH 12 00 11 85 T SEQ. NO. 006 Printed in U.S.A. Page 001 Process Date: 12/16/25 Expiration Date: 03/01/27 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 83 WEC 117258 Endorsement Number: Effective Date: 03/01/26 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: BALANCE STUDIOS, INC. 2200 DICKINSON RD BLDG 1 DE PERE WI 54115 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY, NH, NJ or for any MO construction risk Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date: 01/20/26 Policy Expiration Date: 03/01/27 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3. above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 now THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WISCONSIN CHANGES This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM COMMON POLICY CONDITIONS SPECIAL PROPERTY COVERAGE FORM STANDARD PROPERTY COVERAGE FORM I. The following provisions modify the COMMON POLICY CONDITIONS. A. Paragraph 2. of the Cancellation Condition is deleted and replaced by the following: 2. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least 10 days before the effective date of cancellation. If this policy has been in effect for less than 60 days and is not a renewal policy, we may cancel for any reason. If the policy has been in effect for 60 days or more or is a renewal of a policy we issued, except as provided in Anniversary Cancellation below, we may cancel this policy only for one of the following reasons: a. The policy was obtained by material misrepresentation; b. There has been a substantial change in the risk we originally assumed, except to the extent that we should have foreseen the change or considered the risk in writing the policy; c. There have been substantial breaches of contractual duties, conditions or warranties; or d. Nonpayment of premium. If this policy has been in effect for 60 days or more or is a renewal of a policy we issued, the notice of cancellation will state the reason for cancellation. B. The following is added to the Cancellation Condition: Anniversary Cancellation If this policy is written for a term of more than one year or has no fixed expiration date, we may cancel this policy for any reason by mailing or Form SS 01 13 10 18 delivering to the first Named Insured written notice of cancellation at least 60 days before the anniversary date of the policy. Such cancellation will be effective on the policy's anniversary date. We may cancel this policy because of the termination of an insurance marketing intermediary's contract with us only if the notice of cancellation contains an offer to continue the policy with us if we receive a written request from the first Named Insured prior to the date of cancellation. C. The following is added: Rescission 1. We may rescind this policy because of the following: a. Misrepresentation made by you or on your behalf in the negotiation for or procurement of this Coverage, if the person knew or should have known that the representation was false; b. Breach of affirmative warranty made by you or on your behalf in the negotiation for or procurement of this Coverage; c. Failure of a condition before a loss if such failure exists at the time of loss; d. Breach of a promissory warranty if such breach exists at the time of loss; or 2. We may not rescind this policy: a. For the reasons in Paragraph C.1.a. and C.1.b unless: (1) We rely on the misrepresentation or affirmative warranty and the misrepresentation or affirmative warranty is either material or made with intent to deceive; or (2) The facts misrepresented or falsely warranted contribute to the loss. Page 1 of 4 © 2018, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission) The Hartford THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WISCONSIN CANCELLATION AND NONRENEWAL ENDORSEMENT Policy Number: 83 WEC 117258 Endorsement Number: Effective Date: 03/01/26 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: BALANCE STUDIOS, INC. 2200 DICKINSON RD BLDG 1 DE PERE Wl 54115 This endorsement applies only to the insurance provided by the policy because Wisconsin is shown in Item 3.A. of the Information Page. The Cancellation Section (D) of the Part Six - Conditions is deleted and replaced by the following: A. Cancellation You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. If you purchase replacement insurance, the cancellation becomes effective on the date the new coverage becomes effective. If no replacement coverage is purchased, the cancellation will be effective thirty (30) days after receipt of written notice by the Wisconsin Compensation Rating Bureau. We may cancel the policy for any reason if the policy has been in effect for less than sixty (60) days. If the policy is issued for a term longer than one year or for an indefinite term, we may cancel the policy for any reason on an annual anniversary of the policy effective date. We may cancel the policy at any other time for the following reasons: you fail to pay all premiums when due, however, we must deliver or mail, first class, not less than thirty (30) days advance written notice stating when the cancellation is to take effect; b. a material misrepresentation; c. a substantial breach of the obligations, conditions or warranties under the policy; or d. a substantial change in the risk we assumed under the policy unless it was reasonable for us to foresee the change or expect the risk when we issued the policy. 3. If we cancel for any permissible reason other than nonpayment of premium when due, we must deliver or mail, first class, not less than* thirty (30) days notice stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1 of the Information Page will be sufficient to prove notice. 4. The policy period will end on the day and hour stated in a notice of cancellation. B. Nonrenewal You have the right to have the insurance renewed unless we deliver or mail to you not less than* sixty (60) days advance written notice stating our intention not to renew this policy. Form WC 48 06 06 B Printed in U.S.A. Process Date: 01 /20/26 Page 1 of 2 Policy Expiration Date: 03/01/27 2. We do not have to renew the insurance if you do not pay the renewal premium billing by the due date or if you accept replacement insurance, are insured elsewhere, requested or agree to nonrenewal, or if the policy is expressly designated as being nonrenewable. 3. If we renew the insurance, we may use the policy forms, rates and rating plans we are then using for similar risks. We may limit the policy to a term equivalent to the term of the expiring policy or one year, whichever is less. 4. If we offer to renew the insurance on less favorable terms, we will mail or deliver written notice of the new terms by first class mail to you, the policy holder, at least sixty (60) days prior to the renewal date. The definition of "terms" does not include manual rates, experience modification factors, or classification of risks. If we provide such notice within sixty (60) days prior to the renewal date, the new terms will not take effect until sixty (60) days after the notice is mailed or delivered, in which case, you, the policy holder, may elect to cancel the renewal policy at any time during the sixty (60) day period. The notice will include a statement of your right to cancel. If you elect to cancel the renewal policy during the sixty (60) day period, the return premium or additional premium charges shall be calculated proportionally on the basis of the old premiums. We need not mail or deliver this notice if the only change adverse to you is a premium increase that; (a) is less than 25%; or, (b) results from a change based on your action that alters the nature and extent of the risk insured against, including, but not limited to, a change in the classifications for the business. Any written agreement attached to and made a part of the policy, between the insurance carrier and policyholder which extends the cancellation or nonrenewal notification timeframe, will supercede the aforementioned notification requirements found in items A.3., and BA., respectively. Countersigned by Authorized Representative Form WC 48 06 06 B Printed in U.S.A. Page 2 of 2 ARTour & McClellan Ranch Augmented Reality Application Updates Final Audit Report 2026-06-12 Created: 2026-06-11 By: Webmaster Admin (webmaster@cupertino.org) Status: Signed Transaction ID: CBJCHBCAABAADGYObbKZ5ztywfseEoLFMDJPiLPgGzve "ARTour & McClellan Ranch Augmented Reality Application Upd ates" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-06-11 - 9:49:21 PM GMT- IP address: 35.229.54.2 Document emailed to marilynp@cupertino.org for approval 2026-06-11 - 9:51:34 PM GMT Email viewed by marilynp@cupertino.org 2026-06-11 - 9:51:45 PM GMT- IP address: 3.88.230.180 Signer marilynp@cupertino.org entered name at signing as Marilyn Pavlov 2026-06-11 - 10:01:09 PM GMT- IP address: 69.209.31.163 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2026-06-11 - 10:01:11 PM GMT - Time Source: server- IP address: 69.209.31.163 Document emailed to aracelia@cupertino.org for approval 2026-06-11 - 10:01:13 PM GMT Email viewed by aracelia@cupertino.org 2026-06-11 - 10:01:23 PM GMT- IP address: 54.161.246.158 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-06-11 - 10:14:45 PM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-06-11 - 10:14:47 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to tina@balancestudios.com for signature 2026-06-11 - 10:14:49 PM GMT Powered 6y Adobe CVPERTIND Acrobat Sign Email viewed by tina@balancestudios.com 2026-06-12 - 4:34:39 AM GMT- IP address: 140.248.30.1 Signer tina@balancestudios.com entered name at signing as Tina J Lutz 2026-06-12 - 7:02:08 PM GMT- IP address: 98.100.171.86 Document e-signed by Tina J Lutz (tina@balancestudios.com) Signature Date: 2026-06-12 - 7:02:10 PM GMT - Time Source: server- IP address: 98.100.171.86 - Signature Appearance Selected: TYPE Document emailed to michaelw@cupertino.org for signature 2026-06-12 - 7:02:12 PM GMT Email viewed by michaelw@cupertino.org 2026-06-12 - 7:02:20 PM GMT- IP address: 100.27.2.45 Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-06-12 - 9:30:02 PM GMT- IP address: 98.33.114.31 Document e-signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-06-12 - 9:30:04 PM 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 - 9:30:08 PM GMT Email viewed by terig@cupertino.org 2026-06-12 - 9:30:16 PM GMT- IP address: 32.192.186.187 Signer terig@cupertino.org entered name at signing as Teri Gerhardt 2026-06-12 - 9:33:18 PM GMT- IP address: 64.165.34.3 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2026-06-12 - 9:33:20 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Document emailed to laurens@cupertino.org for signature 2026-06-12 - 9:33:22 PM GMT Email viewed by laurens@cupertino.org 2026-06-12 - 9:33:30 PM GMT- IP address: 100.57.161.9 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-06-12 - 9:54:12 PM GMT- IP address: 64.165.34.3 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-06-12 - 9:54:14 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE O Agreement completed. 2026-06-12 - 9:54:14 PM GMT Powered by Adobe CVPERTIND Acrobat Sign