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21-222 Amendment #4 dated 7-24-23 BMI for HR Inactive_Active File Scanning Services
1 FOURTH AMENDMENT TO AGREEMENT 352 BETWEEN THE CITY OF CUPERTINO AND BMI IMAGING SYSTEMS FOR FILE SCANNING SERVICES This Fourth Amendment to Agreement 352 between the City of Cupertino and BMI Imaging Systems is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and BMI Imaging Systems, a (“Contractor”) whose address is 1115 E. Arques Ave, Sunnyvale, CA 94086-3941, and is made with reference to the following: RECITALS: A. On October 04, 2021 Agreement 352 (“Agreement”) was entered into by and between City and Contractor for File Scanning Services. B. On July 6, 2022, First Amendment (“Agreement”) was entered into by and between City and Contractor for Public Works Digitization/Archiving Project. C. On September 9, 2022, Second Amendment (“Agreement”) was entered into by and between City and Contractor for City Clerk Microfiche Digitization/Archiving Project. D. On March 16, 2023, Third Amendment (“Agreement”) was entered into by and between City and Contractor for HR Department’s Personnel File Scanning Project. E. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SERVICES. Paragraph 2 of the Agreement is modified to read as follows: Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A4. 2. COMPENSATION. Paragraph 4 of the Agreement is modified to read as follows: 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 $87,960.64 (“Contract Price”), based upon the scope of services in Exhibit A, A1, A2, A3 & A4 and the budget and rates included in Exhibit C, C1, C2, C3 & C4, 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 2 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. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date BMI IMAGING SYSTEMS By Title Date EXPENDITURE DISTRIBUTION Item Amount Original Contract $14,217.50 Amendment No 1 $35,782.500 Amendment No 2 $8,450.00 Amendment No 3 $1,284.19 Amendment No 4 $28,226.45 Total $87,960.64 Jim Detrick Sr. Account Executive and VP Jul 19, 2023 Christopher D. Jensen CTO Jul 21, 2023 Jul 24, 2023 Cost Proposal CIP Record Scanning / Archiving Project Prepared For The Department of Public Works Submitted On: May 10, 2023 Submitted To: Teri Gerhardt GIS Manager Submitted By: Jim Detrick, Vice President jdetrick@bmiimaging.com 800.359.3456 Ext. 212 Exhibit A4 & C4 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com May 10, 2023 Teri Gerhardt, GIS Manager Innovation Technology City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3202 Teri: The attached cost proposal addresses the conversion (scanning and indexing) of the Department of Public Works’ CIP record collection (CIP binders, files, aerial photographs and manifests) to a format compatible with the City’s Laserfiche document management system. The following information is included: ➢A Schedule of Work describing the proposed document conversion methodology; ➢A Fee Schedule that provides unit pricing for the required document scanning, indexing, and Laserfiche data formatting services. Thank you for the opportunity to present this proposal. Should there be any questions of interpretation, please do not hesitate to contact me at the number below. Regards, Jim Detrick, Vice President 408.736.7444 Ext. 212 Proposal to City of Cupertino Department of Public Works CIP Record Scanning/Archiving Project 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com Schedule of Work BMI Imaging will implement a proven, volume-oriented document scanning/conversion methodology that will ensure the Department of Public Works (hereinafter “City”) receives data deliverables that meet its stated requirements. Under its best practice-based approach to the project, BMI Imaging will: •Maintain the integrity and security of the records while they are under its custody, care and control; •Implement a tuned scanning process that best accommodates the format and quality/characteristics of the various document/page types; •Capture binder or box-level metadata to facilitate the related Laserfiche document foldering, naming and indexing purposes; •Ensure the City receives Laserfiche-compliant data deliverables of acceptable quality/ completeness in accordance with mutually agreed upon delivery schedules. The high-level document processing tasks are as follows: 1)Pre-production Tasks 2)Document Shipment Pick-up 3)Shipment Receipt / Reconciliation & Storage 4)Document Preparation 5)Document Scanning 6)Post-Scan Document Reassembly 7)Document Indexing 8)Data Formatting 9)Data Delivery 10)Document Delivery / Return Each of the processing tasks is described briefly below: 1) Pre-Production Tasks During this initial phase of the project, the criteria for the subsequent production effort will be established and agreed upon, and procedures will be implemented to ensure compliance with the City's processing and data delivery requirements. BMI will work closely with the City's designated project manager to complete the following pre-production tasks: a)Examine representative sample documents to determine the configuration settings and process workflow components that will be used during the conversion processes; b)Define the pick-up/delivery schedule. BMI will work with the City to implement a schedule that will allow the CIP record collection to be accurately and efficiently processed within a mutually agreed upon turn-around time and without significant disruption to City staff’s daily work processes; c)Complete a “Milestone 1” (Proof of Concept) processing phase, during which a small portion of the documents will be fully-processed and delivered for the City’s review/approval prior to moving to full-production status on the project. Proposal to City of Cupertino Department of Public Works CIP Record Scanning/Archiving Project 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com 2)Document Pick-up BMI provides a high level of care for client records and takes responsibility for maintaining the condition of the materials while they are under its custody, care and control. BMI will utilize its own vehicles and staff to transport the CIP record collection from City Hall, located at 10300 Torre Avenue in Cupertino, directly to its secure Sunnyvale processing facility. 3) Shipment Receipt/Reconciliation, Tracking and Storage Upon arriving at BMI’s production facility, the received boxes will be reconciled with the shipping documentation and logged into Unity, a BMI-developed production processing, control and reporting platform that utilizes barcode technology to closely track each unit through the required production process flows. The Unity platform provides chain-of- custody information, accounting for where each box of records is located and who has control over it at any given time during the conversion process. 4)Document Preparation BMI will for prepare the records for the scanning and indexing processes. The preparation process will, at a minimum, incorporate the following tasks: ID Description 1 Removal of the documents from the binders and file folder fasteners. 2 Removal of page fasteners and bindings that would prevent the documents from being scanned using an automatic document feeder. 3 Printing/insertion of barcoded binder/box separator sheets as the first page of each file box or binder (applicable to 7 boxes of CIP binders only). 4 Relocating of post-it notes that cover page content to an acceptable position on the page. If relocation within the same page is not possible, the post-it note will be affixed to a carrier page. 5 Removal and discard of any stick-on page tabs/flags. 6 Back-folding of oversize map/plan sheets 5)Document Scanning BMI will utilize workstations configured with best-in-class Kodak or Opex production scanners for the 200 DPI duplex color scanning of the documents within each file. Any blank back-sides of pages captured during the scanning process will be deleted using a manual blank page determination/deletion process. During the scanning process, 100% of the images will be presented to the operator and reviewed for quality and completeness. In general, the image acceptance criteria are readability (legibility of lettering and graphics), contrast and position. If it’s determined that an image does not meet the established acceptance criteria, the document will be rescanned using manual threshold controls. Proposal to City of Cupertino Department of Public Works CIP Record Scanning/Archiving Project 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com The following additional quality control measures will be employed to ensure the creation of an accurate/complete image of each page: •Image cleanup processing (automated cropping and deskew) during scanning; •Ultrasonic double-feed detection to detect double-feeds during auto-feeding capture; •Post-scan thumbnail image review to detect cropping or skewing issues. 6)Post-Scan Document Reassembly Once scanned, the physical documents will be placed back within the binder or file folder they were submitted in. Please note it is assumed that neither the re-ringing nor the replacement of any BMI-removed report bindings or page fasteners is required for this project. 7)Document Indexing The image files generated during the scanning process will be indexed as per the following conventions: CIP Binders (7 boxes): By the binder-level Major Description, Minor Description, and From/To Date information (if applicable) within the City-furnished CIP box inventory (as “Major Description – Minor Description – From Date – To Date”; CIP Files (48 boxes): By the box-level Major Description, Minor Description, and From/To Date information (if applicable) within the City-furnished CIP box inventory (as “Major Description – Minor Description – From Date – To Date”; Aerial Photographs (1 box): All photographs as “Old PW 10x10 B&W Aerials”; Manifests (1 box): All manifests as “Annex & Hazardous Waste Manifests – 12.31.1998”. 8)Data Formatting The image files will be formatted for import into the City's Laserfiche system using the software’s “List File” import specification. During the import process, the documents will be named using the metadata captured during the document indexing process and saved to the following folder locations within Laserfiche: CityofCupertino\Department Records\Public Works\BMI Scans 9)Data Delivery The Laserfiche data deliverables will be delivered to the City via a download from BMI’s Secure FTP server environment by the City’s IT staff. 10) Document Delivery / Return The processed hard-copy personnel files will be returned to City Hall at 10300 Torre Avenue in Cupertino via BMI delivery vehicles and personnel. Shipping documentation will accompany all deliveries. BMI will work with the Public Works Department to establish a delivery schedule that minimizes any impact on their normal business activities. Proposal to City of Cupertino Department of Public Works CIP Record Scanning/Archiving Project 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com Schedule of Fees The unit pricing provided in the Schedule of Fees below is based upon the following bulleted key assumptions regarding the project work requirement. Please see the Schedule of Work section of this proposal for additional details regarding the various processing activities. •Project Volume: Estimated at 57 boxes (52 each 15” boxes and 5 each 24” boxes) and ~225,511 images, including those generated for the back-sides of two-sided pages that present content; •Scan Resolution/Format: 200 DPI color; •Data Deliverables: JPG images and Laserfiche import control file. Description Estimated Qty. Unit Price Ext. Cost Project Setup/Management Fee: Includes processing and review of Milestone 1 data sample 1 Fee $1,200.00 $1,200.00 Document Preparation: 210 Hours $45.00 $9,450.00 Document Scanning/Indexing Up to 11 x 17 pages: Large-format map/plan sheets 225,186 Images 325 Images $0.075 $1.50 $16,888.95 $487.50 Document Pick-up/Delivery: 2 $100.00 $200.00 Estimated Total Cost: $28,226.45 Applicable sales tax will be added to all invoices. Payment terms: Net 30. Cost Proposal Document Scanning / Archiving Project Prepared For The Administrative Services Department Finance Division Submitted On: May 10, 2023 Submitted To: Teri Gerhardt GIS Manager Submitted By: Jim Detrick, Vice President jdetrick@bmiimaging.com 800.359.3456 Ext. 212 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com May 10, 2023 Teri Gerhardt, GIS Manager Innovation Technology City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3202 Teri: The attached cost proposal addresses the conversion (scanning and indexing) of the Finance Division’s various hard-copy documents to a format compatible with the City’s Laserfiche document management system’s data import capabilities. The following information is included: ➢ A Schedule of Work describing the proposed document conversion methodology; ➢ A Fee Schedule that provides unit pricing for the required document scanning, indexing, and Laserfiche data formatting services. Thank you for the opportunity to present this proposal. Should there be any questions of interpretation, please do not hesitate to contact me at the number below. Regards, Jim Detrick, Vice President 408.736.7444 Ext. 212 Proposal to City of Cupertino Administrative Services Department, Finance Division Document Scanning/Archiving Project 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com Schedule of Work BMI Imaging will implement a proven, volume-oriented document scanning/conversion methodology that will ensure the Finance Department (hereinafter “City”) receives data deliverables that meet its stated requirements. Under its best practice-based approach to the project, BMI Imaging will: • Maintain the integrity and security of the records while they are under its custody, care and control; • Implement a tuned scanning process that best accommodates the format and quality/characteristics of the various document/page types; • Capture file-level metadata to facilitate the Laserfiche document foldering, naming and indexing processes; • Ensure the City receives Laserfiche-compliant data deliverables of acceptable quality/ completeness in accordance with mutually agreed upon delivery schedules. The high-level document processing tasks are as follows: 1) Pre-production Tasks 2) Document Shipment Pick-up 3) Shipment Receipt / Reconciliation & Storage 4) Document Preparation 5) Document Scanning 6) Post-Scan Document Reassembly 7) Document Indexing 8) Data Formatting 9) Data Delivery 10) Document Delivery / Return Each of the processing tasks is described briefly below: 1) Pre-Production Tasks During this initial phase of the project, the criteria for the subsequent production effort will be established and agreed upon, and procedures will be implemented to ensure compliance with the City's processing and data delivery requirements. BMI will work closely with the City's designated project manager to complete the following pre-production tasks: a) Examine representative sample documents to determine the configuration settings and process workflow components that will be used during the conversion processes; b) Define the pick-up/delivery schedule. BMI will work with the City to implement a schedule that will allow the City’s records to be accurately and efficiently processed within a mutually agreed upon turn-around time and without significant disruption to City staff’s daily work processes; c) Complete a “Milestone 1” (Proof of Concept) processing phase, during which a small portion of the documents will be fully-processed and delivered for the City’s review/approval prior to moving to full-production status on the project. Proposal to City of Cupertino Administrative Services Department, Finance Division Document Scanning/Archiving Project 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com 2) Document Pick-up BMI provides a high level of care for client records and takes responsibility for maintaining the condition of the materials while they are under its custody, care and control. BMI will utilize its own vehicles/staff to transport the City-boxed Finance records from City Hall, located at 10300 Torre Avenue in Cupertino, directly to its secure processing facility. 3) Shipment Receipt/Reconciliation, Tracking and Storage Upon arriving at BMI’s production facility, the received boxes will be reconciled with the shipping documentation and logged into Unity, a BMI-developed production processing, control and reporting platform that utilizes barcode technology to closely track each unit through the required production process flows. The Unity platform provides chain-of- custody information, accounting for where each box of records is located and who has control over it at any given time during the conversion process. 4) Document Preparation BMI will for prepare the records for the scanning and indexing processes. The preparation process will, at a minimum, include the following tasks: ID Description 1 Removal of file/page fasteners and/or bindings that would prevent the documents from being scanned using an automatic document feeder. 2 Printing/insertion of barcoded separator sheets as the first page of each file. 3 Relocating of post-it notes that cover page content to an acceptable position on the page. If relocation within the same page is not possible, the post-it note will be affixed to a separate carrier sheet. 4 Removal and discard of any stick-on page tabs/flags. 5) Document Scanning BMI will utilize workstations configured with best-in-class Kodak or Opex production scanners for the bitonal (black and white) 300 DPI duplex scanning of the documents within each file. Any blank back-sides of pages captured during the scanning process will be deleted using a manual blank page determination/deletion process. During the scanning process, 100% of the images will be presented to the operator and reviewed for quality and completeness. In general, the image acceptance criteria are readability (legibility of lettering and graphics), contrast and position. If it’s determined that an image does not meet the established acceptance criteria, the document will be rescanned using manual threshold controls. The following additional quality control measures will be employed to ensure the creation of an accurate/complete image of each page: • Image cleanup processing (automated cropping and deskew) during scanning; • Ultrasonic double-feed detection to detect double-feeds during auto-feeding capture; • Post-scan thumbnail image review to detect cropping or skewing issues. Proposal to City of Cupertino Administrative Services Department, Finance Division Document Scanning/Archiving Project 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com 6) Post-Scan Document Reassembly Once scanned, the physical documents will be placed back within the binder or file folder they were submitted in. Please note it is assumed that neither the re-ringing nor the replacement of any BMI-removed file/page fasteners or bindings is required for this project. 7) Document Indexing The image files generated for each file during the scanning process will be indexed by a) the record type indicated on each box, and b) the subject matter information presented on each file folder label (exact convention TBD). 8) Data Formatting The image files will be formatted for import into the City's Laserfiche system using the software’s “List File” import specification. During the import process, the documents will be named using the metadata captured during the document indexing process and saved to a City-designated folder location within Laserfiche: 9) Data Delivery The Laserfiche data deliverables will be delivered to the City via a download from BMI’s Secure FTP server environment by the City’s IT staff. 10) Document Delivery / Return The processed hard-copy documents will be returned to City Hall at 10300 Torre Avenue in Cupertino via BMI delivery vehicles and personnel. Shipping documentation will accompany all deliveries. BMI will work with the Finance Division to establish a delivery schedule that minimizes any impact on their normal business activities. Proposal to City of Cupertino Administrative Services Department, Finance Division Document Scanning/Archiving Project 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com Schedule of Fees The unit pricing provided in the Schedule of Fees below is based upon the following bulleted key assumptions regarding the project work requirement. Please see the Schedule of Work section of this proposal for additional details regarding the various processing activities. • Project Volume: Estimated at 60 boxes and 170,255 images, including those generated for the back-sides of two-sided pages that present content; • Scan Resolution/Format: 300 DPI bitonal; • Data Deliverables: TIF images and a corresponding Laserfiche import control file. Description Estimated Qty. Unit Price Ext. Cost Project Setup/Management Fee: Includes processing and review of Milestone 1 data sample 1 Fee $1,200.00 $1,200.00 Document Preparation: 181 Hours $45.00 $8,145.00 Document Scanning/Indexing: 170,255 Images $0.075 $12,769.13 Document Pick-up/Delivery: 3 Trips $100.00 $300.00 Estimated Total Cost: $22,414.13 Applicable sales tax will be added to all invoices. Payment terms: Net 30. 1 THIRD AMENDMENT TO AGREEMENT 352 BETWEEN THE CITY OF CUPERTINO AND BMI IMAGING SYSTEMS FOR SCANNING SERVICES This Third Amendment to Agreement 352 between the City of Cupertino and BMI Imaging Systems is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and BMI Imaging Systems, Inc. (“Contractor”) whose address is 1115 E. Arques Ave., Sunnyvale, CA 94086-3941, and is made with reference to the following: RECITALS: A. On October 04, 2021, Agreement 352 (“Agreement”) was entered into by and between City and Contractor for HR Inactive/Active File Scanning Services. B. On July 6, 2022, First Amendment (“Agreement”) was entered into by and between City and Contractor for Public Works Microform Digitization/Archiving Project. C. On September 9, 2022, Second Amendment (“Agreement”) was entered into by and between City and Contractor for City Clerk Microfiche Digitization/Archiving Project. D. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. SERVICES. Paragraph 2 of the Agreement is modified to read as follows: Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A3. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2. COMPENSATION. Paragraph 4 of the Agreement is modified to read as follows: 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 $59,734.19 (“Contract Price”), based upon the scope of services in Exhibit A, A1, A2 & A3 and the budget and rates included in Exhibit C, C1, C2, & C3, 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. 2 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date BMI IMAGING SYSTEMS By Title Date EXPENDITURE DISTRIBUTION Item Amount Original Contract $14,217.50 Amendment No. 1 $35,782.50 Amendment No. 2 $8,450 Amendment No. 3 $1,284.19 Total $59,734.19 Jim Detrick Vice President Mar 16, 2023 Christopher D. Jensen CTO Mar 16, 2023 Mar 16, 2023 1115 E. Arques Avenue, Sunnyvale, CA ● 800.359.3456 ● www.BMIimaging.com January 27, 2023 Marilyn Pavlov Administrative Assistant Innovation Technology City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3202 Marilyn: Included below is the fee schedule for the completion of the HR Department’s personnel file scanning project: Description Quantity Unit Price Ext. Cost Document Preparation: 8.25 Hours $45.00 $371.25 Document Scanning: 9,264 Images $0.085 $787.44 Document Indexing: 102 Files $0.25 $25.50 Document Pick-up/Delivery: 1 Trip $100.00 $100.00 Estimated Total Cost: $1,284.19 Please don’t hesitate to contact me with any questions/concerns you may have regarding this information. Best regards, Jim Detrick 408.736.7444 x212 Exhibits A3 & C3 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 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) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. 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 be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy 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 before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 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 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, 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 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. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered 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 both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be 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. 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 Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. 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. 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 Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance 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 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 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. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 01/17/2023 Automatic Data Processing Insurance Agency, Inc. 1 Adp Boulevard Roseland NJ 07068 Automatic Data Processing Insurance Agency, Inc. 1-800-524-7024 Bmi Imaging Systems Inc 1115 East Arques Avenue Sunnyvale CA 94085 Employers Preferred Insurance Company 10346 2814803 A N N EIG513134300 01/01/2023 01/01/2024 1,000,000 1,000,000 1,000,000 City of Cupertino 10300 Torre Avenue Cupertino CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 5/16/2022 (PT)Heffernan Insurance Brokers 101 Second Street,Suite 120 Petaluma CA 94952 707-781-3400 707-781-0800 License#:0564249 Crum &Forster Specialty Insurance Company 44520 BMIIMAG-01 BMI Imaging Systems,Inc. 1115 East Arques Sunnyvale CA 94085 297511392 A Technet E&O TEO301678601 5/13/2022 5/13/2023 Prof/Cyber Liab.3,000,000 Re:As Per Contract or Agreement on File with Insured. City of Cupertino 10300 Torre Avenue Cupertino,CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1/13/2023 (PT)Heffernan Insurance Brokers 101 Second Street,Suite 120 Petaluma CA 94952 707-781-3400 707-781-0800 License#:0564249 Hartford Accident &Indemnity Company 22357 BMIIMAG-01 Hartford Casualty Insurance Company 29424BMIImagingSystems,Inc. 1115 East Arques Sunnyvale CA 94085 1840507537 A X 1,000,000 X 300,000 X 1,000 10,000 1,000,000 2,000,000 X Y Y 57UUQTM2431 1/15/2023 1/15/2024 2,000,000 A 1,000,000 X X X 57UUQTM2431 1/15/2023 1/15/2024 B X X 4,000,00057XHQYC85841/15/2023 1/15/2024 4,000,000 X 10,000 Re:As Per Contract or Agreement on File with Insured.The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are included as an additional insured (primary and non-contributory)on General Liability policy per the attached policy form,if required.Waivers of Subrogation is included on General Liability policy per the attached endorsement,if required. City of Cupertino 10300 Torre Avenue Cupertino,CA 95014 57UUQTM2431 BMI Fourth Amendment for HR Inactive/Active File Scanning Services Final Audit Report 2023-07-24 Created:2023-07-11 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAvt33VILBbzrN-bFPCKlhzUXNsoQBkl6w "BMI Fourth Amendment for HR Inactive/Active File Scanning S ervices" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-07-11 - 1:05:14 AM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2023-07-11 - 1:06:57 AM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2023-07-11 - 1:08:21 AM GMT - Time Source: server- IP address: 98.97.58.57 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-07-11 - 1:08:23 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-07-11 - 4:01:54 PM GMT - Time Source: server- IP address: 73.170.104.117 Document emailed to jdetrick@bmiimaging.com for signature 2023-07-11 - 4:01:57 PM GMT Email viewed by jdetrick@bmiimaging.com 2023-07-11 - 4:21:19 PM GMT- IP address: 184.169.45.4 Email viewed by jdetrick@bmiimaging.com 2023-07-13 - 11:36:42 AM GMT- IP address: 172.225.204.97 Email viewed by jdetrick@bmiimaging.com 2023-07-14 - 1:05:50 AM GMT- IP address: 172.226.178.13 Email viewed by jdetrick@bmiimaging.com 2023-07-15 - 1:45:27 PM GMT- IP address: 104.28.32.92 Email viewed by jdetrick@bmiimaging.com 2023-07-16 - 11:43:13 PM GMT- IP address: 172.226.212.15 Email viewed by jdetrick@bmiimaging.com 2023-07-17 - 11:30:02 PM GMT- IP address: 172.226.212.15 Email viewed by jdetrick@bmiimaging.com 2023-07-18 - 11:33:06 PM GMT- IP address: 104.28.85.119 Signer jdetrick@bmiimaging.com entered name at signing as Jim Detrick 2023-07-19 - 4:16:41 PM GMT- IP address: 72.194.66.172 Document e-signed by Jim Detrick (jdetrick@bmiimaging.com) Signature Date: 2023-07-19 - 4:16:43 PM GMT - Time Source: server- IP address: 72.194.66.172 Document emailed to christopherj@cupertino.org for signature 2023-07-19 - 4:16:46 PM GMT Email viewed by christopherj@cupertino.org 2023-07-19 - 5:31:33 PM GMT- IP address: 104.47.74.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-07-19 - 5:31:51 PM GMT- IP address: 64.165.34.3 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-07-19 - 5:31:53 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2023-07-19 - 5:31:55 PM GMT Email viewed by Bill Mitchell (billm@cupertino.org) 2023-07-21 - 2:16:16 PM GMT- IP address: 104.47.73.126 Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2023-07-21 - 2:16:42 PM GMT - Time Source: server- IP address: 68.3.119.63 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-07-21 - 2:16:44 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-07-21 - 4:24:14 PM GMT- IP address: 104.28.48.172 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-07-24 - 4:26:35 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2023-07-24 - 4:26:35 PM GMT