consultant agreement for professional services …

CONSULTANT AGREEMENT FOR PROFESSIONAL SERVICES

(FREMONT SITE SECURITY SYSTEMS)

This Consultant Agreement for Professional Services (ldquoAgreementrdquo) is made and entered into

as of the 14th day of June 2018 by and between the Ohlone Community College District

(ldquoDistrictrdquo) and TEECOM (ldquoConsultantrdquo) (together ldquoPartiesrdquo)

NOW THEREFORE the Parties agree as follows

1 Services The Consultant shall provide design and engineering services for the Fremont Site Security Systems project including programming site assessments peer reports preliminary

cost estimate and project schedule as further described in Exhibit A attached hereto and

incorporated herein by this reference (ldquoServicesrdquo)

2 Term Consultant shall commence providing services under this Agreement on June 14 2018

and will diligently perform as required and complete performance by December 31 2018

3 Submittal of Documents The Consultant shall not commence the Services under this

Agreement until the Consultant has submitted and the District has approved the certificate(s) and affidavit(s) and the endorsement(s) of insurance required as indicated below

X Signed Agreement X Workers Compensation Certification (If applicable) X Insurance Certificates and Endorsements X W-9 Form

Other

4 Compensation District agrees to pay the Consultant for services satisfactorily rendered

pursuant to this Agreement a total fee not to exceed Thirty Five Thousand Two Hundred

Fifty Dollars ($3525000) District shall pay Consultant according to the following terms

and conditions

41 Payment for the Work shall be made for all undisputed amounts based upon the

delivery of the work product as determined by the District Payment shall be made

within thirty (30) days after the Consultant submits an invoice to the District for Work

actually completed and after the Districtrsquos written approval of the Work or the portion

of the Work for which payment is to be made

42 If Consultant works at more than one site Consultant shall invoice for each site separately

5 Expenses District shall not be liable to Consultant for any costs or expenses paid or incurred

by Consultant in performing services for District except as follows

51 Not Applicable

6 Independent Contractor Consultant in the performance of this Agreement shall be and act

as an independent contractor Consultant understands and agrees that it and all of its

employees shall not be considered officers employees agents partner or joint venture of the

1

District and are not entitled to benefits of any kind or nature normally provided employees of

the District andor to which Districts employees are normally entitled including but not

limited to State Unemployment Compensation or Workers Compensation Consultant shall

assume full responsibility for payment of all federal state and local taxes or contributions

including unemployment insurance social security and income taxes with respect to

Consultants employees In the performance of the work herein contemplated Consultant is

an independent contractor or business entity with the sole authority for controlling and

directing the performance of the details of the work District being interested only in the

results obtained

7 Materials Consultant shall furnish at its own expense all labor materials equipment

supplies and other items necessary to complete the services to be provided pursuant to this

Agreement except as follows

71 Not Applicable

8 Performance of Services

81 Standard of Care Consultant represents that Consultant has the qualifications and

ability to perform the Services in a professional manner without the advice control or

supervision of District Consultants services will be performed findings obtained

reports and recommendations prepared in accordance with generally and currently

accepted principles and practices of its profession for services to California community

college districts

Consultant shall carefully study and compare all documents findings and other

instructions and shall at once report to District in writing any error inconsistency or

omission that Consultant or its employees may discover Consultant shall have

responsibility for discovery of errors inconsistencies or omissions

82 Meetings Consultant and District agree to participate in regular meetings as

necessary to discuss strategies timetables implementations of services and any other

issues deemed relevant to the operation of Consultantrsquos performance of Services Meetings will be held at the frequency needed to support the work and as identified in

Exhibit ldquoArdquo

83 District Approval The work completed herein must meet the approval of the District

and shall be subject to the Districtrsquos general right of inspection and supervision to

secure the satisfactory completion thereof

84 New Project Approval Consultant and District recognize that Consultantrsquos Services

may include working on various projects for District Consultant shall obtain the approval of District prior to the commencement of a new project

9 Originality of Services Except as to standard generic details Consultant agrees that all

technologies formulae procedures processes methods writings ideas dialogue

compositions recordings teleplays and video productions prepared for written for or

submitted to the District andor used in connection with this Agreement shall be wholly

original to Consultant and shall not be copied in whole or in part from any other source

except that submitted to Consultant by District as a basis for such services

10 CopyrightTrademarkPatent Consultant understands and agrees that all matters

2

produced under this Agreement shall become the property of District and cannot be used

without Districts express written permission District shall have all right title and interest in

said matters including the right to secure and maintain the copyright trademark andor

patent of said matter in the name of the District Consultant consents to use of Consultants

name in conjunction with the sale use performance and distribution of the matters for any

purpose and in any medium

11 Audit Consultant shall establish and maintain books records and systems of account in

accordance with generally accepted accounting principles reflecting all business operations of

Consultant transacted under this Agreement Consultant shall retain these books records

and systems of account during the Term of this Agreement and for five (5) years thereafter

Consultant shall permit the District its agent other representatives or an independent

auditor to audit examine and make excerpts copies and transcripts from all books and

records and to make audit(s) of all billing statements invoices records and other data

related to the Services covered by this Agreement Audit(s) may be performed at any time

provided that the District shall give reasonable prior notice to Consultant and shall conduct

audit(s) during Consultantrsquos normal business hours unless Consultant otherwise consents

12 Termination

121 For Convenience By District District may at any time with or without reason

terminate this Agreement and compensate Consultant only for services satisfactorily

rendered to the date of termination Written notice by District shall be sufficient to stop

further performance of services by Consultant Notice shall be deemed given when

received by the Consultant or no later than three days after the day of mailing

whichever is sooner

122 With Cause by District District may terminate this Agreement upon giving of written notice of intention to terminate for cause Cause shall include

1221 material violation of this Agreement by the Consultant or

1222 any act by Consultant exposing the District to liability to others for personal

injury or property damage or

1223 Consultant is adjudged a bankrupt Consultant makes a general assignment for

the benefit of creditors or a receiver is appointed on account of Consultants

insolvency

Written notice by District shall contain the reasons for such intention to terminate and

unless within three (3) calendar days after that notice the condition or violation shall

cease or satisfactory arrangements for the correction thereof be made this Agreement

shall upon the expiration of the three (3) calendar days cease and terminate In the

event of this termination the District may secure the required services from another

Consultant If the expense fees andor costs to the District exceed the cost of

providing the service pursuant to this Agreement the Consultant shall immediately pay

the excess expense fees andor costs to the District upon the receipt of the Districtrsquos

notice of these expense fees andor costs The foregoing provisions are in addition to

and not a limitation of any other rights or remedies available to District

13 Indemnification To the furthest extent permitted by California law Consultant shall

defend indemnify and hold free and harmless the District its Board of Education agents

3

representatives officers consultants employees trustees and volunteers (ldquothe indemnified

partiesrdquo) from any and all claims demands causes of action suits actions costs expenses

judgments liability loss damage or injury of any kind nature and description in law or

equity (ldquoClaimrdquo) to property or persons including but not limited to personal injury bodily

injury death property damage and consultantsrsquo andor attorneysrsquo fees and costs directly or

indirectly arising out of connected with or resulting from the negligence recklessness errors

or omissions or willful misconduct of Consultant its officials officers employees

subcontractors consultants or agents directly or indirectly arising out of connected with or

resulting from the performance of the Services the Project or this Agreement including

without limitation the payment of all consequential damages or from any activity work or

thing done permitted or suffered by the Consultant in conjunction with this Agreement

unless the claims are caused wholly by the sole negligence or willful misconduct of the

District The District shall have the right to accept or reject any legal representation that

Consultant proposes to defend the indemnified parties

14 Insurance

141 The Consultant shall procure and maintain at all times it performs any portion of the

Services the following insurance with minimum limits equal to the amount indicated

below

Type of Coverage Minimum

Requirement

Commercial General Liability Insurance including Bodily Injury Personal Injury Property Damage Advertising Injury

and Medical Payments

Each Occurrence General Aggregate

$ 1000000

$ 2000000

Automobile Liability Insurance - Any Auto Each Occurrence $ 1000000

Professional Liability $ 1000000

Workers Compensation Statutory Limits

Employerrsquos Liability $ 1000000

1411 Commercial General Liability and Automobile Liability Insurance

Commercial General Liability Insurance and Any Auto Automobile Liability

Insurance that shall protect the Consultant the District and the State from all

claims of bodily injury property damage personal injury death advertising

injury and medical payments arising performing any portion of the Services

(Form CG 0001 and CA 0001 or forms substantially similar if approved by the

District)

1412 Workersrsquo Compensation and Employersrsquo Liability Insurance Workersrsquo

Compensation Insurance and Employersrsquo Liability Insurance for all of its

employees performing any portion of the Services In accordance with

provisions of section 3700 of the California Labor Code the Consultant shall be

required to secure workersrsquo compensation coverage for its employees If any

class of employee or employees engaged in performing any portion of the

Services under this Agreement are not protected under the Workersrsquo

Compensation Statute adequate insurance coverage for the protection of any

employee(s) not otherwise protected must be obtained before any of those

4

employee(s) commence performing any portion of the Services

1413 Professional Liability (Errors and Omissions) Professional Liability

Insurance as appropriate to the Consultantrsquos profession

142 Proof of Carriage of Insurance The Consultant shall not commence performing any

portion of the Services until all required insurance has been obtained and certificates indicating the required coverage have been delivered in duplicate to the District and

approved by the District Certificates and insurance policies shall include the following

1421 A clause stating ldquoThis policy shall not be canceled or reduced in required limits

of liability or amounts of insurance until notice has been mailed to the District

stating date of cancellation or reduction Date of cancellation or reduction shall

not be less than thirty (30) days after date of mailing noticerdquo

1422 Language stating in particular those insured extent of insurance location and

operation to which insurance applies expiration date to whom cancellation and

reduction notice will be sent and length of notice period

1423 An endorsement stating that the District and its Board of Education agents

representatives employees trustees officers consultants and volunteers are

named additional insured under all policies except Workersrsquo Compensation

Insurance Professional Liability and Employersrsquo Liability Insurance An

endorsement shall also state that Consultantrsquos insurance policies shall be

primary to any insurance or self-insurance maintained by District An

endorsement shall also state that there shall be a waiver of any subrogation

1424 All policies except the Professional Liability Workersrsquo Compensation

Insurance and Employersrsquo Liability Insurance Policies shall be written on an

occurrence form

143 Acceptability of Insurers Insurance is to be placed with insurers with a current AM

Bestrsquos rating of no less than A VII unless otherwise acceptable to the District

15 Assignment The obligations of the Consultant pursuant to this Agreement shall not be

assigned by the Consultant

16 Compliance with Laws Consultant shall observe and comply with all rules and regulations

of the governing board of the District and all federal state and local laws ordinances and

regulations Consultant shall give all notices required by any law ordinance rule and

regulation bearing on conduct of the Work as indicated or specified If Consultant observes

that any of the Work required by this Contract is at variance with any such laws ordinance

rules or regulations Consultant shall notify the District in writing and at the sole option of

the District any necessary changes to the scope of the Work shall be made and this Contract

shall be appropriately amended in writing or this Contract shall be terminated effective upon

Consultantrsquos receipt of a written termination notice from the District If Consultant performs

any work that is in violation of any laws ordinances rules or regulations without first

notifying the District of the violation Consultant shall bear all costs arising therefrom

17 CertificatesPermitsLicenses Consultant and all Consultants employees or agents shall

secure and maintain in force such certificates permits and licenses as are required by law in

connection with the furnishing of Services pursuant to this Agreement

5

18 Employment with Public Agency Consultant if an employee of another public agency

agrees that Consultant will not receive salary or remuneration other than vacation pay as an

employee of another public agency for the actual time in which services are actually being

performed pursuant to this Agreement

19 Anti-Discrimination It is the policy of the District that in connection with all work

performed under Contracts there be no discrimination against any employee engaged in the

work because of race color ancestry national origin religious creed physical disability

medical condition marital status sexual orientation gender or age and therefore the

Consultant agrees to comply with applicable Federal and California laws including but not

limited to the California Fair Employment and Housing Act beginning with Government Code

Section 12900 and Labor Code Section 1735 and District policy In addition the Consultant

agrees to require like compliance by all of its subcontractor(s)

20 Disabled Veteran Business Enterprise Participation Pursuant to Education Code section

71028 and Public Contract Code section 10115 the District may have a participation goal for disabled veteran business enterprises (DVBEs) of at least three (3) percent per year of funds

expended each year by the District on projects that use funds from the California Community

College Chancellorrsquos Office This Project may use funds allocated under the Act Therefore to the extent feasible and pertaining to future hirings the Consultant before it executes the

Agreement shall provide to the District certification of compliance with the procedures for

implementation of DVBE contracting goals appropriate documentation identifying the amount(s) intended to be paid to DVBEs in conjunction with the contract and documentation

demonstrating the Consultantrsquos good faith efforts to meet these goals

21 No Rights in Third Parties This Agreement does not create any rights in or inure to the benefit of any third party except as expressly provided herein

22 Districtrsquos Evaluation of Consultant and Consultantrsquos Employees andor

Subcontractors The District may evaluate the Consultant in any way the District is entitled

pursuant to applicable law The Districtrsquos evaluation may include without limitation

221 Requesting that District employee(s) evaluate the Consultant and the Consultantrsquos

employees and subcontractors and each of their performance

222 Announced and unannounced observance of Consultant Consultantrsquos employee(s)

andor subcontractor(s)

23 Limitation of District Liability Other than as provided in this Agreement Districtrsquos

financial obligations under this Agreement shall be limited to the payment of the

compensation provided in this Agreement Notwithstanding any other provision of this

Agreement in no event shall District be liable regardless of whether any claim is based on

contract or tort for any special consequential indirect or incidental damages including but

not limited to lost profits or revenue arising out of or in connection with this Agreement for

the services performed in connection with this Agreement

24 Confidentiality The Consultant and all Consultantrsquos agents personnel employee(s) andor

subcontractor(s) shall maintain the confidentiality of all information received in the course of

performing the Services Consultant understands that student records are confidential and

agrees to comply with all state and federal laws concerning the maintenance and disclosure of

student records This requirement to maintain confidentiality shall extend beyond the

6

termination of this Agreement

25 Notice Any notice required or permitted to be given under this Agreement shall be deemed

to have been given served and received if given in writing and either personally delivered or

deposited in the United States mail registered or certified mail postage prepaid return receipt required or sent by overnight delivery service or facsimile transmission addressed as

follows

District Consultant

Ohlone Community College District TEECOM

43600 Mission Blvd 1333 Broadway Suite 601

Fremont CA 94539 Oakland CA 94612

etrujilloohloneedu scottandersonteecomcom

Attn Elaine Trujillo Attn Scott Anderson

Any notice personally given or sent by email transmission shall be effective upon receipt Any

notice sent by overnight delivery service shall be effective the business day next following

delivery thereof to the overnight delivery service Any notice given by mail shall be effective

three (3) days after deposit in the United States mail

26 IntegrationEntire Agreement of Parties This Agreement constitutes the entire

agreement between the Parties and supersedes all prior discussions negotiations and

agreements whether oral or written This Agreement may be amended or modified only by a

written instrument executed by both Parties

27 California Law This Agreement shall be governed by and the rights duties and obligations

of the Parties shall be determined and enforced in accordance with the laws of the State of

California The Parties further agree that any action or proceeding brought to enforce the

terms and conditions of this Agreement shall be maintained in the county in which the

Districtrsquos administrative offices are located

28 Waiver The waiver by either party of any breach of any term covenant or condition herein

contained shall not be deemed to be a waiver of such term covenant condition or any

subsequent breach of the same or any other term covenant or condition herein contained

29 Severability If any term condition or provision of this Agreement is held by a court of

competent jurisdiction to be invalid void or unenforceable the remaining provisions will

nevertheless continue in full force and effect and shall not be affected impaired or

invalidated in any way

30 Provisions Required By Law Deemed Inserted Each and every provision of law and

clause required by law to be inserted in this Contract shall be deemed to be inserted herein

and this Contract shall be read and enforced as though it were included therein

31 Authority to Bind Parties Neither party in the performance of any and all duties under this

Agreement except as otherwise provided in this Agreement has any authority to bind the

other to any agreements or undertakings

32 Attorney FeesCosts Should litigation be necessary to enforce any terms or provisions of

this Agreement then each party shall bear its own litigation and collection expenses witness

fees court costs and attorneyrsquos fees

33 Captions and Interpretations Paragraph headings in this Agreement are used solely for

7

convenience and shall be wholly disregarded in the construction of this Agreement No

provision of this Agreement shall be interpreted for or against a party because that party or its legal representative drafted such provision and this Agreement shall be construed as if

jointly prepared by the Parties

34 Calculation of Time For the purposes of this Agreement ldquodaysrdquo refers to calendar days

unless otherwise specified

35 Signature Authority Each party has the full power and authority to enter into and perform

this Agreement and the person signing this Agreement on behalf of each Party has been

properly authority and empowered to enter into this Agreement

36 Counterparts This Agreement and all amendments and supplements to it may be executed

in counterparts and all counterparts together shall be construed as one document

37 Incorporation of Recitals and Exhibits The Recitals and each exhibit attached hereto are

hereby incorporated herein by reference

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date indicated

below

Dated 2018 Dated 2018


By By

Print Name Alex Lebedeff Print Name

Print Title Director of Purcha

Contracts amp Auxiliary Services

sing Print Title

8

Information regarding Consultant

License No

Address

Telephone

Facsimile

E-Mail

Type of Business Entity

Individual

Sole Proprietorship

Partnership Limited Partnership

____ Corporation State California

Limited Liability Company

Other

_

Employer Identification andor

Social Security Number

NOTE Section 6041 of the Internal

Revenue Code (26 USC 6041) and Section 16041-1 of Title 26 of

the Code of Federal Regulations

(26 CFR 16041-1) requires the recipients of $60000 or more to

furnish their taxpayer information

to the payer In order to comply with these requirements the District requires the Contractor to

furnish the information requested

in this section

9

EXHIBIT ldquoArdquo

DESCRIPTION OF SERVICES TO BE PERFORMED BY CONSULTANT

Programming Phase

1 Participate in three User Group meetings in-person at the

Fremont Campus

2 Site Examination Visit the project site to become

familiar with existing building conditions Survey existing

security and electrical systems at

a Buildings 4 6 7 9 (including pool) 10 14 15 16

18 19 20 22 27

b Parking Areas A B C D E G H K P V U W and

X

c Main Campus entrances on Mission Blvd

d Olive Way walking path

3 Produce a Report that documents the recommended

updates to bring surveyed locations up to Ohlonersquos Security Standards The report will recommend which

projects should be completed with the current budget

and identify if additional funding will be required beyond

the existing budget

4 Prepare a preliminary Opinion of Probable Construction

Cost (OPCC) for the Security Systems Updates for each

building

5 Develop a project schedule with an estimation of how

long each project will take to complete

6 Obtain Owner approvalsign-off

7 Deliverables

a Site Survey Notes

b Report of Recommended Updates

c OPPC

d Suggested Project Schedule

e Meeting Notes

10

WORKERSrsquo COMPENSATION CERTIFICATION

Labor Code Section 3700 in relevant part provides

Every employer except the State shall secure the payment of compensation in one or more of

the following ways

bull By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State

bull By securing from the Director of Industrial Relations a certificate of consent to self-insure which may be given upon furnishing satisfactory proof to the Director of Industrial

Relations of ability to self-insure and to pay any compensation that may become due to its

employees

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to

be insured against liability for workersrsquo compensation or to undertake self-insurance in

accordance with the provisions of that code and I will comply with such provisions before

commencing the performance of the Work of this Contract

Date

Name of Consultant

Signature

Print Name and Title

(In accordance with Article 5 ndash commencing at Section 1860 Chapter 1 part 7 Division 2 of the

Labor Code the above certificate must be signed and filed with the District prior to performing

any Work under this Contract)

11

May 22 2018

Elaine Trujilloshy

Ohlone Community College Districtshy43600 Mission BlvdshyFremont CA 94539shy

Subject Professional Services Agreement

UpgradesshyProject 17246-000shy

Dear Elaine

Thank you for the opportunity to submit our proposal with our accompanying Terms and Conditions and other attachments here to (collectively the ldquoAgreementrdquo) covering electronic security systems engineering and consulting for Ohlonersquos Programing Phase for Security System Upgrades

Project Overview

Basis of Proposal

TEECOM bases this proposal on the following

1 Pre-proposal meetings and emails correspondence

2 Ownerrsquos standards

3 Experience from past projects with this Owner

Project Overview

Ohlone College located at 43600 Mission Blvd Fremont CA 94539 (herein ldquoOwnerrdquo) intends to update their Security Systems at the Fremont Campus Prior to developing design packages per projectbuilding the team has requested a Programing Phase be completed to assess the budgeting schedule and project timing required to update existing buildings to the current Security Standards

Ohlone College ndash Programing Phase for Security System

1333 Broadway Suite 601 | Oakland CA 94612 | 510 337 2800 | teecomcom

Ohlone College (17246-000) Professional Services Agreement

May 22 2018 Programing Phase for Security System Upgrades

Presumptions

TEECOM presumes the following to establish a basis for TEECOMrsquos scope

1shy TEECOM will base our design on codes Ownerrsquos standards existing systems (where applicable) industry standards and practices and our experience and expertise

2shy Ohlone to provide As-built drawings for all building and site areas that will be surveyed

3shy Existing Systems

ashySecurity Operations Center (SOC) ndash The Project will not include design for a new SOC but will assess the existing SOC and ownerrsquos requested modifications

b Security Systems ndash a security system (access control video surveillance intrusion detection security communications) exists and will be expanded

Systems Covered in Basic Servicesshy

TEECOMrsquos basic services cover the design of the following systemsshy

1shy Electronic Security Systems

ashyAccess Control and Alarm Monitoring System (ACAMS)

b Video Surveillance System (VSS)

cshy Intrusion Detection System (IDS)

d Security Communications System (intercom system entry communications emergency communications ldquoblue phonesrdquo)

Basic Services

TEECOM will provide the following professional services as ldquoBasic Servicesrdquo

Programing Phase

1shy Participate in three User Group meetings in-person at the Fremont Campus

2shy Site Examination Visit the project site to become familiar with existing building conditions Survey existing security and electrical systems at

ashyBuildings 4 6 7 9 (including pool) 10 14 15 16 18 19 20 22 27

wwwteecomcom

2



b Parking Areas A B C D E G H K P V U W and X



3shy Produce a Report that documents the recommended updates to bring surveyed locations up to Ohlonersquos Security Standards The report will recommend which projects should be completed with the current budget and identify if additional funding will be required beyond the existing budget

4shy Prepare a preliminary Opinion of Probable Construction Cost (OPCC) for the Security System Updates for each building

5shy Develop a project schedule with an estimation of how long each project will take to complete

6shy Obtain Owner approvalsign-off

7shy Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

Additional Services

TEECOM anticipates the Project will not require the following services as part of our Basic Services However if required we can perform any of the following as additional services for additional compensation As approved TEECOM will

1shy Production of design documents (basis of design narrative drawings specification etc)

2shy Update to Ohlonersquos Security Standards

3shy Design services for individual projects

4shy Life cycle cost analyses

5shy Additional meetings beyond the quantities listed under Basic Services

wwwteecomcom

3

Ohlone College (17246-000)

May 22 2018

Professional Services Agreement

Programing Phase for Security System Upgrades

Compensation

Basic Services

TEECOM will perform the Basic Services on a lump sum basis including expenses for the amounts below

Phase Compensation Programing - Security $15750 Programing ndash Electrical $19500

Total Compensation $35250

Additional Services

When Ohlone Community College District requests additional services in writing TEECOM will prepare a proposal for these services including a fee and terms (lump sum hourlynot to exceed etc) TEECOM requires Ohlone Community College District approve additional services in writing prior to being performed

wwwteecomcom

4



Authorization

Please acknowledge your acceptance of this Agreement by signing below and returning one copy of the Agreement for our records If this Agreement is not accepted by Ohlone Community College District within 30 days from the date first written above it will be deemed null and void

for Ohlone Community College District Date

Invoicing

Please provide the name and address where invoices should be sent If any additional information is required on the invoices such as Contract or Purchase Order Number indicate that below

Address

Attention

Additional Information

We appreciate this opportunity and look forward to hearing from you

Regards

Kenneth Webb Jr CDT PMP Principal

Attachments Terms and Conditions

ccshy Scott Anderson TEECOM Randa Habib TEECOM

wwwteecomcom

5

Kenneth
Kenneth Webb Jr



Terms and Conditions

These terms and conditions (including the attachments hereto) (these ldquoTermsrdquo) together with the attached Scope of Work and attachments thereto (collectively the ldquoAgreementrdquo) constitute the entire agreement between Ohlone Community College District (the ldquoClientrdquo) and TEECOM (ldquoTEECOMrdquo) with respect to the services to be provided by TEECOM TEECOM will not be bound by any terms of the Client that are in addition to or inconsistent with the Agreement as provided to the Client Any additional or different term proposed by the Client is hereby deemed material objected to and rejected unless specifically accepted in a signed writing by TEECOM The Agreement supersedes all prior or contemporaneous agreements understandings and communications whether written or oral In the event of a conflict or inconsistency between these Terms and the terms of any other portion of the Agreement these Terms will govern and prevail The Client and TEECOM may be referred to collectively as the ldquoPartiesrdquo or individually referred to as a ldquoPartyrdquo The Agreement shall be effective upon the Clientrsquos acceptance of the attached Scope of Work unless Client proposes any additional or inconsistent term in which case the Agreement shall not become effective until TEECOM has in a separate signed writing accepted the Agreement with the mutually agreed upon modifications (the ldquoEffective Daterdquo)

1 Services

11 The Client and TEECOM have agreed in the Scope of Work to a list of basic services TEECOM will provide to the Client (the ldquoBasic Servicesrdquo) If mutually agreed to in writing by the Client and TEECOM TEECOM shall provide additional services as memorialized in writing as an addendum to the Scope of Work and executed by both Parties (the ldquoAdditional Servicesrdquo) The Client shall pay TEECOM for Basic Services and Additional Services as specified in the Scope of Work or as otherwise agreed in writing by the Parties

12 TEECOM shall not be required to sign any documents no matter by whom requested that would result in TEECOMrsquos having to certify represent guarantee or warrant the existence of conditions whose existence TEECOM cannot ascertain The Client also agrees not to make resolution of any dispute with TEECOM or payment of any amount due to TEECOM in any way contingent upon TEECOMrsquos signing any such certification

2 Instruments of Service

21 The Client agrees that any and all drawings reports plans specifications computer files CAD files data notes and other documents and instruments generated or prepared by TEECOM under the Agreement (collectively ldquoInstruments of Servicerdquo) will be owned by TEECOM who shall retain all common law statutory law and other rights including copyrights The Client and TEECOM agree that any CAD files prepared by either Party shall be delivered on CD-ROM in AutoCAD drawing files formatted for a PC

22 The Client will have thirty (30) days to evaluate any Instrument of Service submitted by TEECOM to the Client (the ldquoAcceptance Periodrdquo) If the Client discovers and reports in writing to TEECOM during the Acceptance Period for any Instrument of Service that such Instrument of Service does not conform to the mutually agreed upon specifications therefor (a ldquoDefectrdquo) TEECOM will at its expense use commercially reasonable efforts to correct the Instrument of Service so that it conforms to such mutually agreed upon specifications The corrected Instrument of Service will be resubmitted to the Client for evaluation in accordance with this Section and the Acceptance Period restarted If TEECOM is unable to correct the Defect after two (2) additional attempts then TEECOM will have the right to terminate this Agreement upon written notice to the Client without

further liability Correction of Defects detected or reported after the Acceptance Period will be performed as Additional Services All Instruments of Service will be deemed irrevocably accepted upon the earlier of (a) TEECOMrsquos receipt of the Clientrsquos acceptance of the Instrument of Service or (b) the expiration of the Acceptance Period without a Defect being reported in writing to TEECOM during the Acceptance Period

23 Subject to the terms of this Agreement (including the payment of all fees due to TEECOM under the Agreement) TEECOM hereby grants to Client a nonexclusive nontransferable perpetual (except as otherwise set forth in Section 15) license to (a) reproduce and use the Instruments of Service solely to perform the project that is the subject of the Scope of Work and (b) sublicense Clientrsquos third party contractors the rights granted in clause (a) above for the purpose of performance of such project for the sole benefit of the Client provided that such contractors do not provide any services that are the same as or similar to or competitive with the services provided by TEECOM unless the Client has obtained TEECOMrsquos prior written approval for each such contractor on a project-by-project basis The Client agrees not to and not to allow any third party to (a) reproduce or use any Instrument of Service in whole or in part except in the manner specified herein and for the purpose of the project that is the subject of the Scope of Work (b) modify or prepare derivative works of any Instrument of Service and (c) distribute or sublicense (except to Clientrsquos contractors as specified herein) sell rent lease loan or otherwise transfer any Instrument of Service

24 The Client agrees to waive all claims against TEECOM resulting in any way from any modifications to any Instrument of Service by anyone other than TEECOM or disclosure or use of any Instrument of Service in an unauthorized manner or for any project that is not the subject of the Scope of Work (each an ldquoUnauthorized Userdquo) and the Client agrees to the fullest extent permitted by law to be responsible for hold harmless and immediately pay TEECOM for any and all damages liabilities losses costs and expenses including reasonable attorneyrsquos fees and costs of defense arising from or relating to any Unauthorized Use

25 All Instruments of Service and all copyrights and other intellectual property rights in the Instruments of Service shall remain the exclusive property of TEECOM and its suppliers All Instruments of Service and all copies thereof are licensed to Client under this Agreement not sold TEECOM grants no implied licenses in this Agreement

wwwteecomcom

6



3 Disclaimer Without limiting Section 22 to the maximum extent permitted by applicable law TEECOM provides all services opinions recommendations and Instruments of Service under this Agreement on an ldquoas-isrdquo basis and hereby disclaims all representations warranties and guarantees in connection with such services opinions recommendations and the Instruments of Service express or implied including the implied warranties of merchantability fitness for a particular purpose title noninfringement of third party rights accuracy and completeness TEECOM may advise the Client regarding implementing software security measures consistent with industry standards of practice as part of the services TEECOM provides The Client understands that TEECOM has no responsibility for the security of the Clientrsquos IT infrastructure and that the Client assumes all responsibility to monitor and maintain its software systems and security procedures implement ongoing security patches and perform software security audits to identify and remedy vulnerabilities that may affect its business operations In addition the Client understands that TEECOM has no control over costs or the price of labor equipment or materials or over the Clientrsquos contractorsrsquo method of pricing as to construction and that any construction costs provided by TEECOM are only estimates and Client agrees that TEECOM will not be responsible therefor or for any difference between such estimate and any actual bid or actual costs

4 Shop Drawing Review TEECOM shall review shop drawings product data samples and other data materials and information submitted by Client (ldquoClient Submittalsrdquo) for the limited purpose of checking for general conformance with the design concept and the information expressed in the project construction documents originally submitted by TEECOM to Client (ldquoContract Documentsrdquo) This review shall not include review of the accuracy or completeness of Client Submittals or any specific details such as but not limited to quantities dimensions weights or gauges fabrication processes construction means or methods coordination of the work with other trades or construction safety precautions all of which are the sole responsibility of the Client Review of any specific item shall not indicate that TEECOM has reviewed the entire assembly of which the item is a component TEECOM shall not be responsible for any deviations from the Contract Documents not brought to the attention of TEECOM in writing by the Client and accepted in writing by TEECOM TEECOM shall not be required to review partial submissions or those for which submissions of correlated items have not been received by TEECOM Client hereby grants to TEECOM a worldwide nonexclusive and sublicenseable (solely to TEECOMrsquos consultants) right and license to use and reproduce the Client Submittals as necessary to provide the services under this Agreement

5 Construction Observation The Client has not retained TEECOM to make detailed inspections or to provide exhaustive or continuous project review and observation services TEECOM shall have no responsibility for the acts or omissions of Client or of any contractor subcontractor supplier or other third party furnishing materials or performing any work on the project (other than TEECOMrsquos consultants performing services on behalf of TEECOM) If the Client desires more extensive project observation or full-time project representation the Client may request such service be provided by TEECOM as Additional Services in accordance with the terms of this Agreement but such Additional Services provided by the Client shall also be subject to the foregoing disclaimer unless otherwise agreed in writing by TEECOM

6 Jobsite Safety Neither the professional activities of TEECOM nor the presence of TEECOM or its employees consultants or agents at any construction site shall relieve Client or its contractors (including its General Contractor) of their obligations duties and responsibilities including construction means methods sequence techniques or procedures necessary

for performing superintending or coordinating all portions of the work of construction in accordance with the Contract Documents and any health or safety precautions required by any regulatory agencies TEECOM and its employees consultants and agents have no authority to exercise any control over any other entity or person in connection with such other entityrsquos or personrsquos work or health or safety precautions The Client agrees that the General Contractor is solely responsible for jobsite safety and warrants that this intent shall be made evident in the Clientrsquos agreements with the General Contractor The Client also agrees the Client TEECOM and TEECOMrsquos consultants and employees shall be made additional insured under the General Contractorrsquos general liability insurance policy Client agrees to be responsible and immediately pay for any and all losses damages liabilities costs and expenses relating to any death bodily injury or property damage suffered by TEECOM or any of its consultants or employees while performing services at the Clientrsquos site or the construction or job site except to the extent directly caused by TEECOMrsquos or its consultantrsquos or employeersquos negligence or misconduct

7 Hazardous Materials Both Parties acknowledge that TEECOMrsquos scope of services does not include any services related to asbestos or hazardous or toxic materials In the event TEECOM or any other third party encounters asbestos or hazardous or toxic materials at the jobsite or should it become known in any way that such materials may be present at the jobsite or any adjacent areas that may affect the performance of TEECOMrsquos services TEECOM may at its option suspend performance of services on the project until the Client retains appropriate specialty consultant(s) or contractor(s) to identify and abate or remove the asbestos or hazardous or toxic materials and warrant that the jobsite is in full compliance with applicable laws and regulations

8 Delays TEECOM is not responsible and will have no liability for delays caused by factors beyond TEECOMrsquos reasonable control including delays because of strikes lockouts work slowdowns or stoppages accidents acts of God failure of any governmental or other regulatory authority to act in a timely manner failure of the Client to furnish timely information or approve or disapprove of TEECOMrsquos services or work product promptly or delays caused by faulty performance by the Client or by its contractors When such delays beyond TEECOMrsquos reasonable control occur TEECOMrsquos non-performance of services under this Agreement will be excused for the duration of any such delay and any schedule for performance of services thereafter by TEECOM will be adjusted by the parties as reasonably necessary under the circumstances then-prevailing

9 Promotional Materials TEECOM reserves the right to use the clientrsquos name and information about the project in its promotional materials

10 Confidential Information

101 Intentional left blank

11 No Backup for Reimbursable Expenses No backup data or copies of bills will be provided for reimbursable expenses invoiced under this Agreement Should backup data be requested it will be provided for an administrative fee of $100 per monthly invoice requiring verification and $100 per copy of backup data supplied

12 Dispute Resolution

121 To resolve any conflicts that arise during the design or construction of the project or following the completion of the project the Client and TEECOM agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding mediation which shall take place in Alameda County unless the Parties mutually agree otherwise

wwwteecomcom

7


May 22 2018

122 If mediation under Section 121 fails or if either party is not satisfied with the results thereof such party may institute any action or proceeding based on such dispute in a federal court located in the Northern District of California or in state court in Alameda County California and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding

123 Notwithstanding Sections 121 and 122 TEECOM may file a claim or institute any action or proceeding in any court having jurisdiction to protect its intellectual property or confidential or proprietary information

13 Attorneyrsquos Fees In the event of any litigation arising from or related to the services provided under this Agreement the prevailing Party will be entitled to recovery of all reasonable costs and expenses incurred including staff time court costs and attorneyrsquos fees

14 Limitation of Liability To the maximum extent permitted by law the Client agrees that TEECOMrsquos aggregate liability for the Clientrsquos damages including cost of defense attorneyrsquos fees and expenses for all claims in connection with this Agreement and the services opinions recommendations and Instruments of Service provided by TEECOM hereunder is limited to the total amount paid by Client to TEECOM for the project giving rise to the liability To the maximum extent permitted by law in no event will Client be liable for any consequential indirect exemplary special or incidental damages including any lost profits arising from or relating to this Agreement or the services opinions recommendations and Instruments of Service provided by TEECOM hereunder These limitations shall apply regardless of the cause of action or legal theory pled or asserted

15 Term and Termination Unless terminated earlier in accordance with this Agreement the initial term of this Agreement shall commence as of the Effective Date and conclude upon expiration of the Acceptance Period for the last Instrument of Service delivered under this Agreement without any rejection notice being received therefor by TEECOM or the completion of the services hereunder whichever is earlier Either the Client or TEECOM may terminate this Agreement at any time with or without cause upon giving the other Party ten (10) calendar days prior written notice provided that if the termination is for cause and the breaching Party cures the breach within such ten (10) day period the termination notice will be deemed void The Client shall in accordance with the compensation provisions of this Agreement (but in any event within thirty (30) calendar days of termination or expiration) pay TEECOM for all services rendered and all costs and expenses incurred up to the date of termination or expiration Client shall return all Confidential Information and erase all copies thereof immediately upon the expiration or termination of this Agreement Sections 23 (unless terminated as provided in the following sentence of this Section 15) 24 25 and 3 through 18 will survive the termination or expiration of this Agreement for any reason All licenses granted to the Client in this Agreement will automatically terminate in the event of any termination of this Agreement by TEECOM for the Clientrsquos uncured breach hereof

16 Time Bar to Legal Action All legal actions by either Party against the other arising out of or in any way connected with the services to be performed hereunder shall be barred and under no circumstances shall any such claim be initiated by either Party after one (1) year has passed from the date of termination or expiration of this Agreement

17 Payment

171 The Client is responsible for payment to TEECOM for services performed per this Agreement within 30 days of invoice date All such


payments are nonrefundable Payments not received in accordance with the foregoing payment terms may be assessed interest at the rate of one percent (1) per month (annual percentage rate of twelve percent (12)) Invoices will be submitted semi-monthly The Client is responsible for costs and expenses incurred by TEECOM unless specified otherwise in this Agreement TEECOMrsquos fees are exclusive of all taxes (except taxes on TEECOMrsquos income) duties and governmental charges and the Client agrees to be responsible for the same

172 In the event legal action is necessary to enforce the payment provisions of this Agreement TEECOM shall be entitled to collect from the Client any judgment or settlement sums due reasonable attorneyrsquos fees court costs and expenses incurred by TEECOM in collection therewith and in addition the reasonable value of TEECOMrsquos time and expenses spent in connection with such collection action computed at TEECOMrsquos prevailing fee schedule and expense policies

173 If the Client fails to make payment when due or is otherwise in breach of this Agreement TEECOM may suspend performance of services upon five (5) calendar daysrsquo notice to the Client TEECOM shall have no liability whatsoever to the Client for any costs or damages as a result of such suspension caused by any breach of this Agreement by the Client

174 If the Client fails to make payment to TEECOM in accordance with the payment terms herein this shall constitute a material breach of this Agreement and shall be cause for termination by TEECOM

175 Payment of invoices is in no case subject to unilateral discounting or set-offs by the Client and payment is due regardless of suspension or termination of this Agreement by either Party

176 Sample invoice formats are attached hereto for reference The Client is responsible to notify TEECOM in writing in advance of first invoice submission if a different format is required for the project

18 General This Agreement and any claim dispute or controversy of whatever nature arising out of or relating to this Agreement will be governed by the laws of the State of California without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction Client may not assign or transfer by operation of law or otherwise any of its rights under this Agreement to any third party without TEECOMrsquos prior written consent Any attempted assignment or transfer in violation of the foregoing will be void TEECOM may freely assign this Agreement in whole or in part provided that the assignee agrees to be bound by all of the terms and conditions of this Agreement Each Partyrsquos relationship to the other Party is that of an independent contractor and neither Party is an agent or partner of the other Neither Party will have nor will represent to any third party that it has any authority to act on behalf of the other Party Any provision of this Agreement later held to be unenforceable for any reason shall be deemed void and all remaining provisions shall continue in full force and effect Any changes to this Agreement or waivers of any portion of this Agreement must be made in writing and signed by both Parties Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion ldquoIncludesrdquo and ldquoincludingrdquo are not limiting This Agreement may be executed in counterparts each of which will be considered an original but all of which together will constitute the same instrument

End of Terms and Conditions

wwwteecomcom

8

District and are not entitled to benefits of any kind or nature normally provided employees of

the District andor to which Districts employees are normally entitled including but not

limited to State Unemployment Compensation or Workers Compensation Consultant shall

assume full responsibility for payment of all federal state and local taxes or contributions

including unemployment insurance social security and income taxes with respect to

Consultants employees In the performance of the work herein contemplated Consultant is

an independent contractor or business entity with the sole authority for controlling and

directing the performance of the details of the work District being interested only in the

results obtained

7 Materials Consultant shall furnish at its own expense all labor materials equipment

supplies and other items necessary to complete the services to be provided pursuant to this

Agreement except as follows

71 Not Applicable

8 Performance of Services

81 Standard of Care Consultant represents that Consultant has the qualifications and

ability to perform the Services in a professional manner without the advice control or

supervision of District Consultants services will be performed findings obtained

reports and recommendations prepared in accordance with generally and currently

accepted principles and practices of its profession for services to California community

college districts

Consultant shall carefully study and compare all documents findings and other

instructions and shall at once report to District in writing any error inconsistency or

omission that Consultant or its employees may discover Consultant shall have

responsibility for discovery of errors inconsistencies or omissions

82 Meetings Consultant and District agree to participate in regular meetings as

necessary to discuss strategies timetables implementations of services and any other

issues deemed relevant to the operation of Consultantrsquos performance of Services Meetings will be held at the frequency needed to support the work and as identified in

Exhibit ldquoArdquo

83 District Approval The work completed herein must meet the approval of the District

and shall be subject to the Districtrsquos general right of inspection and supervision to

secure the satisfactory completion thereof

84 New Project Approval Consultant and District recognize that Consultantrsquos Services

may include working on various projects for District Consultant shall obtain the approval of District prior to the commencement of a new project

9 Originality of Services Except as to standard generic details Consultant agrees that all

technologies formulae procedures processes methods writings ideas dialogue

compositions recordings teleplays and video productions prepared for written for or

submitted to the District andor used in connection with this Agreement shall be wholly

original to Consultant and shall not be copied in whole or in part from any other source

except that submitted to Consultant by District as a basis for such services

10 CopyrightTrademarkPatent Consultant understands and agrees that all matters

2

















12 Termination






whichever is sooner







insolvency













3















14 Insurance



below


Requirement




$ 1000000

$ 2000000











District)










4























occurrence form



















5








































6





follows

District Consultant




































7














below



By By




sing Print Title

8


License No

Address

Telephone

Facsimile

E-Mail


Individual

Sole Proprietorship




Other

_










in this section

9

EXHIBIT ldquoArdquo


Programming Phase


Fremont Campus





18 19 20 22 27


X







the existing budget



building




7 Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

10




the following ways




employees





Date

Name of Consultant

Signature





11

May 22 2018

Elaine Trujilloshy




Dear Elaine


Project Overview

Basis of Proposal





Project Overview






Presumptions














Basic Services


Programing Phase




wwwteecomcom

2










7shy Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

Additional Services







wwwteecomcom

3


May 22 2018



Compensation

Basic Services




Additional Services


wwwteecomcom

4



Authorization



Invoicing


Address

Attention



Regards




wwwteecomcom

5

Kenneth
Kenneth Webb Jr





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8

















12 Termination






whichever is sooner







insolvency













3















14 Insurance



below


Requirement




$ 1000000

$ 2000000











District)










4























occurrence form



















5








































6





follows

District Consultant




































7














below



By By




sing Print Title

8


License No

Address

Telephone

Facsimile

E-Mail


Individual

Sole Proprietorship




Other

_










in this section

9

EXHIBIT ldquoArdquo


Programming Phase


Fremont Campus





18 19 20 22 27


X







the existing budget



building




7 Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

10




the following ways




employees





Date

Name of Consultant

Signature





11

May 22 2018

Elaine Trujilloshy




Dear Elaine


Project Overview

Basis of Proposal





Project Overview






Presumptions














Basic Services


Programing Phase




wwwteecomcom

2










7shy Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

Additional Services







wwwteecomcom

3


May 22 2018



Compensation

Basic Services




Additional Services


wwwteecomcom

4



Authorization



Invoicing


Address

Attention



Regards




wwwteecomcom

5

Kenneth
Kenneth Webb Jr





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8















14 Insurance



below


Requirement




$ 1000000

$ 2000000











District)










4























occurrence form



















5








































6





follows

District Consultant




































7














below



By By




sing Print Title

8


License No

Address

Telephone

Facsimile

E-Mail


Individual

Sole Proprietorship




Other

_










in this section

9

EXHIBIT ldquoArdquo


Programming Phase


Fremont Campus





18 19 20 22 27


X







the existing budget



building




7 Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

10




the following ways




employees





Date

Name of Consultant

Signature





11

May 22 2018

Elaine Trujilloshy




Dear Elaine


Project Overview

Basis of Proposal





Project Overview






Presumptions














Basic Services


Programing Phase




wwwteecomcom

2










7shy Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

Additional Services







wwwteecomcom

3


May 22 2018



Compensation

Basic Services




Additional Services


wwwteecomcom

4



Authorization



Invoicing


Address

Attention



Regards




wwwteecomcom

5

Kenneth
Kenneth Webb Jr





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8























occurrence form



















5








































6





follows

District Consultant




































7














below



By By




sing Print Title

8


License No

Address

Telephone

Facsimile

E-Mail


Individual

Sole Proprietorship




Other

_










in this section

9

EXHIBIT ldquoArdquo


Programming Phase


Fremont Campus





18 19 20 22 27


X







the existing budget



building




7 Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

10




the following ways




employees





Date

Name of Consultant

Signature





11

May 22 2018

Elaine Trujilloshy




Dear Elaine


Project Overview

Basis of Proposal





Project Overview






Presumptions














Basic Services


Programing Phase




wwwteecomcom

2










7shy Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

Additional Services







wwwteecomcom

3


May 22 2018



Compensation

Basic Services




Additional Services


wwwteecomcom

4



Authorization



Invoicing


Address

Attention



Regards




wwwteecomcom

5

Kenneth
Kenneth Webb Jr





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8








































6





follows

District Consultant




































7














below



By By




sing Print Title

8


License No

Address

Telephone

Facsimile

E-Mail


Individual

Sole Proprietorship




Other

_










in this section

9

EXHIBIT ldquoArdquo


Programming Phase


Fremont Campus





18 19 20 22 27


X







the existing budget



building




7 Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

10




the following ways




employees





Date

Name of Consultant

Signature





11

May 22 2018

Elaine Trujilloshy




Dear Elaine


Project Overview

Basis of Proposal





Project Overview






Presumptions














Basic Services


Programing Phase




wwwteecomcom

2










7shy Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

Additional Services







wwwteecomcom

3


May 22 2018



Compensation

Basic Services




Additional Services


wwwteecomcom

4



Authorization



Invoicing


Address

Attention



Regards




wwwteecomcom

5

Kenneth
Kenneth Webb Jr





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8





follows

District Consultant




































7














below



By By




sing Print Title

8


License No

Address

Telephone

Facsimile

E-Mail


Individual

Sole Proprietorship




Other

_










in this section

9

EXHIBIT ldquoArdquo


Programming Phase


Fremont Campus





18 19 20 22 27


X







the existing budget



building




7 Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

10




the following ways




employees





Date

Name of Consultant

Signature





11

May 22 2018

Elaine Trujilloshy




Dear Elaine


Project Overview

Basis of Proposal





Project Overview






Presumptions














Basic Services


Programing Phase




wwwteecomcom

2










7shy Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

Additional Services







wwwteecomcom

3


May 22 2018



Compensation

Basic Services




Additional Services


wwwteecomcom

4



Authorization



Invoicing


Address

Attention



Regards




wwwteecomcom

5

Kenneth
Kenneth Webb Jr





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8














below



By By




sing Print Title

8


License No

Address

Telephone

Facsimile

E-Mail


Individual

Sole Proprietorship




Other

_










in this section

9

EXHIBIT ldquoArdquo


Programming Phase


Fremont Campus





18 19 20 22 27


X







the existing budget



building




7 Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

10




the following ways




employees





Date

Name of Consultant

Signature





11

May 22 2018

Elaine Trujilloshy




Dear Elaine


Project Overview

Basis of Proposal





Project Overview






Presumptions














Basic Services


Programing Phase




wwwteecomcom

2










7shy Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

Additional Services







wwwteecomcom

3


May 22 2018



Compensation

Basic Services




Additional Services


wwwteecomcom

4



Authorization



Invoicing


Address

Attention



Regards




wwwteecomcom

5

Kenneth
Kenneth Webb Jr





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8


License No

Address

Telephone

Facsimile

E-Mail


Individual

Sole Proprietorship




Other

_










in this section

9

EXHIBIT ldquoArdquo


Programming Phase


Fremont Campus





18 19 20 22 27


X







the existing budget



building




7 Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

10




the following ways




employees





Date

Name of Consultant

Signature





11

May 22 2018

Elaine Trujilloshy




Dear Elaine


Project Overview

Basis of Proposal





Project Overview






Presumptions














Basic Services


Programing Phase




wwwteecomcom

2










7shy Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

Additional Services







wwwteecomcom

3


May 22 2018



Compensation

Basic Services




Additional Services


wwwteecomcom

4



Authorization



Invoicing


Address

Attention



Regards




wwwteecomcom

5

Kenneth
Kenneth Webb Jr





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8

EXHIBIT ldquoArdquo


Programming Phase


Fremont Campus





18 19 20 22 27


X







the existing budget



building




7 Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

10




the following ways




employees





Date

Name of Consultant

Signature





11

May 22 2018

Elaine Trujilloshy




Dear Elaine


Project Overview

Basis of Proposal





Project Overview






Presumptions














Basic Services


Programing Phase




wwwteecomcom

2










7shy Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

Additional Services







wwwteecomcom

3


May 22 2018



Compensation

Basic Services




Additional Services


wwwteecomcom

4



Authorization



Invoicing


Address

Attention



Regards




wwwteecomcom

5

Kenneth
Kenneth Webb Jr





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8




the following ways




employees





Date

Name of Consultant

Signature





11

May 22 2018

Elaine Trujilloshy




Dear Elaine


Project Overview

Basis of Proposal





Project Overview






Presumptions














Basic Services


Programing Phase




wwwteecomcom

2










7shy Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

Additional Services







wwwteecomcom

3


May 22 2018



Compensation

Basic Services




Additional Services


wwwteecomcom

4



Authorization



Invoicing


Address

Attention



Regards




wwwteecomcom

5

Kenneth
Kenneth Webb Jr





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8

May 22 2018

Elaine Trujilloshy




Dear Elaine


Project Overview

Basis of Proposal





Project Overview






Presumptions














Basic Services


Programing Phase




wwwteecomcom

2










7shy Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

Additional Services







wwwteecomcom

3


May 22 2018



Compensation

Basic Services




Additional Services


wwwteecomcom

4



Authorization



Invoicing


Address

Attention



Regards




wwwteecomcom

5

Kenneth
Kenneth Webb Jr





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8



Presumptions














Basic Services


Programing Phase




wwwteecomcom

2










7shy Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

Additional Services







wwwteecomcom

3


May 22 2018



Compensation

Basic Services




Additional Services


wwwteecomcom

4



Authorization



Invoicing


Address

Attention



Regards




wwwteecomcom

5

Kenneth
Kenneth Webb Jr





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8










7shy Deliverables

a Site Survey Notes


c OPPC


e Meeting Notes

Additional Services







wwwteecomcom

3


May 22 2018



Compensation

Basic Services




Additional Services


wwwteecomcom

4



Authorization



Invoicing


Address

Attention



Regards




wwwteecomcom

5

Kenneth
Kenneth Webb Jr





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8


May 22 2018



Compensation

Basic Services




Additional Services


wwwteecomcom

4



Authorization



Invoicing


Address

Attention



Regards




wwwteecomcom

5

Kenneth
Kenneth Webb Jr





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8



Authorization



Invoicing


Address

Attention



Regards




wwwteecomcom

5

Kenneth
Kenneth Webb Jr





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8





1 Services










wwwteecomcom

6
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8
















wwwteecomcom

7


May 22 2018







17 Payment











wwwteecomcom

8


May 22 2018







17 Payment











wwwteecomcom

8