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21-009 Shift Key Solutions, Inc., Office 365 Virtual Training
Office 365 Virtual Training Page 1 of 9 Professional/Consulting Contracts /Version: April 2020 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Shift Key Solutions, Inc. (“Contractor”), a Corporation for Office 365 Virtual Training, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with the City’s Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2021 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 2021. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $16,200.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. Office 365 Virtual Training Page 2 of 9 Professional/Consulting Contracts /Version: April 2020 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. Office 365 Virtual Training Page 3 of 9 Professional/Consulting Contracts /Version: April 2020 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Office 365 Virtual Training Page 4 of 9 Professional/Consulting Contracts /Version: April 2020 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. Office 365 Virtual Training Page 5 of 9 Professional/Consulting Contracts /Version: April 2020 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be Office 365 Virtual Training Page 6 of 9 Professional/Consulting Contracts /Version: April 2020 required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Benny Hsieh as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Eric Ripley as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. Office 365 Virtual Training Page 7 of 9 Professional/Consulting Contracts /Version: April 2020 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. Office 365 Virtual Training Page 8 of 9 Professional/Consulting Contracts /Version: April 2020 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino CA 95014 Attention: Benny Hsieh Email: BennyH@cupertino.org To Contractor: Shift Key Solutions, Inc. 2610 E Nees Ave #127 Fresno, CA 93720 Attention: Eric Ripley Email: Eric@shiftkeycom.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney’s Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. SIGNATURES CONTINUE ON THE FOLLOWING PAGE Office 365 Virtual Training Page 9 of 9 Professional/Consulting Contracts /Version: April 2020 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date Tax I.D. No.:45-5444969 APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date President Jan 20, 2021 Eric M Ripley Heather M. Minner Jan 21, 2021 CTO Bill Mitchell Jan 21, 2021 Advanced Excel Workshop Overview Level 2/3 – Intermediate & Advanced info@shiftkeycom.com Workshop Series Workshop Timeframe: 3-4 hrs Workshop Attendance: 20 Min Advanced Level Along with many tips and shortcuts, the following areas and exercises will be covered during this Shift Key Solutions’ workshop. Introduction •Formula Elements •Text Concatenation Operator •Reference Operator •Arithmetic Operators •Order of Operations/Precedence •Excel 2016 Environment •Header & Footer •Copy Worksheet to Another Workbook •Conditional Formatting •Removing Conditional Formatting •Rows to Repeat on Printout Import Text File •Importing Text File Flash Fill •Separating Using Flash Fill •Combining Using Flash Fill •Combining and Formatting Using Flash Fill •Defined Names Modify Worksheet •3D cell referencing •Automatically Highlight Rows Macros •Record Macro •Assign Macro to Quick Access Toolbar PivotTable & PivotCharts - Dashboard EXHIBIT A Advanced Word Workshop Overview Level 2/3 – Intermediate & Advanced info@shiftkeycom.com Workshop Series Workshop Timeframe: 3-4 hrs Workshop Attendance: 20 Min Introduction Beginner Level Along with many tips and shortcuts, the following areas and exercises will be covered during th is Shift Key Solutions’ workshop. Creating Word Document • Start Screen • Apply Theme • Modify Theme Color • Modify Theme Fonts • Modify Page Margins • Insert Text From File • Zoom Level STYLES • Apply Style • Modify Style • Clear Style • Page Breaks TABLES • Insert Table • Text To Table • Modify Table • Format Table • Table Formulas • Table To Text FORMATTING TEXT • Bullet Lists • Multi-Level Lists • Picture Bullet Lists • Creating Columns • Bookmarking Text • Hyperlinking Text WORKING WITH PICTURES • Inserting Picture • Modifying Picture • Formatting Picture WORKING WITH SMARTART • Inserting Smartart • Modifying Smartart • Formatting Smartart WORKING WITH FOOTNOTES • Inserting Footnote • Inserting Endnote ADDING TEXT BOX • Draw Text Box • Insert Built-In Text Box TABLE OF CONTENTS • Insert Table Of Contents ADDING HEADER & FOOTER • Insert Header & Footer • Page Numbering MAIL MERGING • Prepare Data For Mail Merge • The Mail Merge CREATING A FORM TEMPLATE • Setup Document As A Form • Format Form • Form Controls WORD OPTIONS • Auto Recovery • Adding Document Properties MACROS • Recording a Macro • Managing Macros • Adding a Macro to the Quick Access Toolbar MS Project Workshop Overview Level 1 – Beginner (Fundamentals Introduction) info@shiftkeycom.com Workshop Series Workshop Timeframe: 3-4 hrs Workshop Attendance: 20 Min MS Project Level 1 - Beginner Course Objectives: In this MS Project course, attendees learn the fundamentals of MS Project, create and engage in a basic management of a project using Microsoft Project. Environment Review – Mouse Clicks (Left & Right) • Start Screen • Manually Schedule Mode, Ribbon – Resolution Dictates What’s Visible in Ribbon • Entry Bar (F2 – Options/Display), Time Line, Gant Chart – Table/Chart, Status Bar, Backstage View • Customize QAT (Quick Access Toolbar), Reposition QAT • Touch Mode – Mini Toolbar and Menu Options • Save Page – Default File Location, Auto Save (Clears the Undo History) Help Online/Offline • Dialog Box Help, Tell Me Box Enter Tasks • Default Fields – Duration, Work, Start, Finish • Gantt Chart – Table/Chart Sides • Save Project Save, Close, Open Projects • Show Recent Projects, Unpinned Recent Folders (Project Options) • Switching Between Projects – Alt+Tab • Point to App Icon In Task Bar, View>Windows Group, Switch Windows Modify Tasks • Duration Field – Spin Arrows • Today Line, Project Information Dialog Box, Start Field, Start Date, Task Information Dialog Box, Subtasks (Summary Tasks) – Show Levels, Level Zero (Format Tab, Show/Hide Group, Project Summary Task. Task Dependency (Subtasks) • Assigning Dependent • Linking/Unlinking Tasks • Modify Task Durations • Task Dependency Dialog Box Review • Dependency Lag (Plus or Minus) • Dependency Type (Finish-To-Start (FS), Start-To-Start (SS), Finish-To-Finish (FF), Start-To-Finish (SF) • Predecessors & Successors Column Review Constraints & Deadlines • Constraint Types (As Last as Possible, Finish No Earlier Than, Finish No Later Than, Must Finish On, Start No Earlier Than, Start No Later Than), Task Notes, Deadline Markers Scheduling (Auto/Manual) • Promote/Demote Tasks • Review Predecessors (Dependencies) • Review Task Types • Modify Duration/Work • Over Allocation Issues • Move Project (Start Date) • Finalize Project Microsoft Teams Workshop Overview Level 1 – Beginner (Fundamentals Introduction) info@shiftkeycom.com Workshop Series Workshop Timeframe: 3-4 hrs Workshop Attendance: 20 Min Introduction Beginner Level Along with many tips and shortcuts, the following areas and exercises will be covered during th is Shift Key Solutions’ workshop. Quick Start What is Microsoft Teams? Sign in and get started Chat and share files Collaborate Set up your mobile apps Intro to Microsoft Teams Teams Meetings Calls Activity Set up and customize your team Create a team Add members. Create a channel Modify channel info. Customize and manage your team Collaborate in teams and channels Overview of teams and channels Favorite and follow channels Work in channels Work on a file together Send email to a channel Create a plan with Planner Upload and find files Upload and share files Find and filter files Start chats, calls, and meetings Start chats and make calls Set up a delegate to take your calls Create instant meetings with Meet now Meet in a channel Manage meetings Show your screen during a meeting Show PowerPoint slides Move around during a Teams meeting Set up and attend live events Plan and schedule a live event Produce a live event Attend a live event Teams on the go Activity feed on the go Join a meeting on the go Adobe Acrobat Pro Workshop Overview Level 1 – Beginner (Fundamentals Introduction) info@shiftkeycom.com Workshop Series Workshop Timeframe: 3-4 hrs Workshop Attendance: 20 Min Adobe Acrobat Pro Beginner Course Objectives: In this Acrobat course, attendees learn the fundamentals of Acrobat, create and engage in a basic management of PDF’s. Course Objectives In this course, you will create and work with PDF documents in the following manner: • Access information in a PDF document. • Create and save PDF documents. • Navigate content in a PDF document. • Modify PDF documents. • Review PDF documents. • Convert PDF documents. Accessing PDF Documents • Open a PDF Document • Browse a PDF Document Creating and Saving PDF Documents • Create and Save a PDF Document from an Existing Document • Create a PDF Document from a Web Page • Combine Multiple PDF Documents Navigating Content in a PDF Document • Perform a Search in a PDF Document • Search Multiple PDF Documents • Work with Bookmarks • Create Links and Buttons Modifying PDF Documents • Manipulate PDF Document Pages • Edit Content in a PDF Document • Add Page Elements Reviewing PDF Documents • Add Comments and Markup • Compare PDF Documents • Initiate and Manage a Review Converting PDF Files • Reduce the File Size of a PDF Document • Optimize PDF Files • Convert and Reuse PDF Document Content • Actual course outline may vary depending on offering center. Contact your sales representative for more information. Revised: April 30, 2020 – Services Agreements 1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s (“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement (“Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. As long as required by the operative Health Order or other Health Laws, these measures shall include, but are not limited to, the following: 1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to any project site or any work area to workers who are necessary to perform in-person work. Require non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. 2. Distancing. Where workers perform in-person work at a project site or a work area, prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception Revised: April 30, 2020 – Services Agreements 2 of any physical contact required for worker safety or to comply with safety Laws. Prohibit workers from sharing a vehicle. E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. 1229192.7 Exhibit B – Schedule of Deliverables QUOTE Phone Number 916.293.1601 number Email info@shiftkeycom.com date PO# Due date Currency Send to Submitted To:Marilyn Monreal - Administrative Assistant Company Name City of Cupertino E-mail:MarilynM@cupertino.org Bill to Ship to Business name City of Cupertino Business name ~ Same ~ First name Marilyn First name Last name Monreal Last name Country *US Country * Address Address City Cupertino City State CA State ZIP code ZIP code Additional info Marilyn Monreal 408.777.3238 Item name Description Min Students Unit price Amount Taxable MS Project Instructor Lead MS Project Workshop. Workshop date TBD 20 $200.00 $4,000.00 No MS Teams Instructor Lead MS Teams Workshop. Workshop date TBD 20 $200.00 $4,000.00 No MS Teams Instructor Lead MS Teams Workshop. Workshop date TBD 20 $200.00 $4,000.00 No Adobe Acrobat Instructor Lead Adobe Acrobat Workshop. Workshop date TBD 20 $200.00 $4,000.00 No Adobe Acrobat Instructor Lead Adobe Acrobat Workshop. Workshop date TBD 20 $200.00 $4,000.00 No Adobe Acrobat Instructor Lead Adobe Acrobat Workshop. Workshop date TBD 20 $200.00 $4,000.00 No Excel Adv Instructor Lead Advanced Excel Workshop. Workshop date TBD 20 $300.00 $6,000.00 No Word Adv Instructor Lead Advanced Word Workshop. Workshop date TBD 20 $300.00 $6,000.00 No MS Forms Instructor Lead Microsoft Forms (365) Workshop. Workshop date TBD 20 $0.00 $0.00 No Total $36,000.00 Subtotal $36,000.00 Sales tax rate 0.00%$0.00 Volume Discount 55.00%$19,800.00 Workshops Total $16,200.00 Initial 30% Retainer Required Prior to Workshop (Covers Securing Training Dates, T&E, Training Materials) Total Due:$4,860.00 $11,340.00 Payment, Terms & Conditions Workshops - 020620-04 Thursday, January 7, 2021 USD Payable to: Shift Key Solutions - 2610 E Nees Ave #127 Fresno CA 93720 All materials and services will be developed, conducted, and or completed according to the specifications herein (above). All training and timeframes will be completed in a workweek, (five business days) minus holiday’s unless otherwise specified. Any alterations or diversion form the above specifications resulting in additional training, additional attendees, materials or development will be executed only upon written orders/request and will become an additional expense over and above this proposal. All scheduled time frames are contingent upon illness, accidents or any unforeseen events beyond our control. Remaining Balance Exhibit C - Compensation Note to recipient Shift Key Provides: Professional/MOS Certified Instructor, Workbooks for each subject. The total includes Travel & Expenses. Along with workshop development materials. MS Forms Workshop listed is offered at zero cost. Page 2 of 2 Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Form Updated Sept. 2019 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 $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. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Sept. 2019 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. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 01/05/2021 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 be endorsed.If SUBROGATIONIS 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 AUTOMATIC DATA PROCESSING INS/PAC 76250815 71 HANOVER ROAD FLORHAM PARK NJ 07932 CONTACT NAME: PHONE (A/C, No, Ext): (800) 524-7024 FAX (A/C, No): (800) 524-4013 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A :Sentinel Insurance Company Ltd.11000 INSURED SHIFT KEY SOLUTIONS INC 2610 E NEES AVE FRESNO CA 93720-6013 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: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 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. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY) LIMITS A COMMERCIAL GENERAL LIABILITY X 76 SBU BH0666 01/05/2021 01/05/2022 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations.Certificate holder is an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. CERTIFICATE HOLDER CANCELLATION City of Cupertino 10300 TORRE AVE CUPERTINO CA 95014-3202 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD Office 365 Virtual Training Final Audit Report 2021-01-21 Created:2021-01-20 By:Marilyn Monreal (Marilynm@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAl-L3mJPoICUV_e_2Z40hwZcbnCVM9mMN "Office 365 Virtual Training" History Document created by Marilyn Monreal (Marilynm@cupertino.org) 2021-01-20 - 1:59:08 AM GMT- IP address: 73.93.41.158 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-01-20 - 2:02:45 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-01-20 - 3:12:21 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Eric M Ripley (eric@shiftkeycom.com) for signature 2021-01-20 - 3:12:24 PM GMT Email viewed by Eric M Ripley (eric@shiftkeycom.com) 2021-01-20 - 4:28:44 PM GMT- IP address: 104.56.36.252 Email viewed by Eric M Ripley (eric@shiftkeycom.com) 2021-01-21 - 2:23:56 AM GMT- IP address: 104.56.36.252 Document e-signed by Eric M Ripley (eric@shiftkeycom.com) Signature Date: 2021-01-21 - 2:25:41 AM GMT - Time Source: server- IP address: 104.56.36.252 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2021-01-21 - 2:25:43 AM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2021-01-21 - 9:18:24 PM GMT- IP address: 104.143.198.124 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2021-01-21 - 9:18:51 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2021-01-21 - 9:18:53 PM GMT Email viewed by Bill Mitchell (billm@cupertino.org) 2021-01-21 - 9:49:50 PM GMT- IP address: 104.47.73.126 Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2021-01-21 - 9:50:20 PM GMT - Time Source: server- IP address: 73.63.186.99 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-01-21 - 9:50:22 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-01-21 - 10:11:06 PM GMT- IP address: 148.64.105.190 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-01-21 - 10:11:27 PM GMT - Time Source: server- IP address: 148.64.105.190 Agreement completed. 2021-01-21 - 10:11:27 PM GMT