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HomeMy WebLinkAbout21-278 NexInite, LLC_Amendment #2 dated 05-28-26 to CIP Management Hub Agreement1 SECOND AMENDMENT TO AGREEMENT 21-278 BETWEEN THE CITY OF CUPERTINO AND NEXINITE, LLC., FOR CIP MANAGEMENT HUB SERVICES This Second Amendment to Agreement 21-278 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and NexInite, LLC., a Limited Liability Company (“Contractor”) whose address is 1615 South Congress Ave Suite 103, Delray beach, FL., 33445, and is made with reference to the following: RECITALS: A. On December 21, 2021, Agreement 21-278 (“Agreement”) was entered into by and between City and Contractor for CIP Management Hub Services. B. On September 11, 2023, First Amendment to Agreement 21-278 (“Agreement”) was entered into by and between City and Contractor for CIP Management Hub Services. C. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TIME OF PERFORMANCE 1. Paragraph 3.1 of the Agreement is modified to read as follows: This Agreement begins on the Effective Date and ends on September 30, 2028 (“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. INSURANCE 2. Paragraph 12 of the Agreement is modified to read as follows: Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D1, and must maintain the insurance for the duration 0f 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. Exhibit D of the Agreement is replaced with a new Exhibit D1 attached hereto. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM Senior Assistant City Attorney ATTEST: City Clerk Date NEXINITE, LLC. By Title Date EXPENDITURE DISTRIBUTION Item Amount Agreement $150,000 Amendment 1 $105,000 Amendment 2 0 Total $255,000 Managing Partner 05/28/2026 Michael K Woo Teri Gerhardt CTO 05/28/2026 Lauren Sapudar 05/29/2026 Exh. D - Insurance Requirements 1 Version: Sept. 2025 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1.Commercial General Liability (CGL) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon. 2.Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non-Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). EXHIBIT D1 Insurance Requirements Professional Consultant Contracts Exh. D - Insurance Requirements 2 Version: Sept. 2025 In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 3.Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 each accident/ disease. Not required. Consultant has provided written verification of no employees. 4.Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims-made basis form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. 5. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, release of private information or personally identifiable information (PII), alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Exh. D- Insurance Requirements 3 Version: Sept. 2025 Primary and Non-Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including indemnification, defense, and naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY PEO_WorkComp@paychex.com (888) 627-4735 A Client# 20019913-FL 06/01/2026 2,000,000 2,000,000 Mary Storti c/o Paychex Insurance Agency, Inc. 225 Kenneth Drive, Rochester, NY 14623 06/01/2025 2,000,000 05/03/2025 Location Coverage Period: 20267238 Coverage is provided for only those co-employees of, but not subcontractors to: NEXNITE LLC, 1615 SOUTH CONGRESS AVE, STE 103, DELRAY BEACH FL 33445 Endorsement: Waiver of Subrogation City of Cupertino Attn: Marilyn Pavlov 10300 Torre Ave Cupertino CA 95014 American Zurich Insurance Company 06/01/2026 N 40142 Paychex PEO Holdings, LLC Alt. Emp: NEXNITE LLC 911 Panorama Trail South Rochester NY 14625 06/01/2025 WC 12-68-329-05 20267238 | PaychexPEOHoldingsLLC MAST (FL) WC126832905 | SY | 05/03/2025 9:09:04 AM IST | Page 1 of 2 WORKERS’ COMPENSATION AND EMPLOYERS’ LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule IN FAVOR OF: WORK PERFORMED BY CO-EMPLOYEES OF: ON THE FOLLOWING PROJECT: FEE FOR THIS WAIVER IS: This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: Policy No: Endorsement No: Insured: Premium: $ Insurance Company: Countersigned By: Authorized Representative Au Authorized Representative WC 124 (4-84) WC 00 03 13 Copyright 1983 National Council on Compensation Insurance. Page 1 City of Cupertino Attn: Marilyn Pavlov 10300 Torre Ave Cupertino CA 95014 NEXNITE LLC 1615 SOUTH CONGRESS AVE STE 103 DELRAY BEACH FL 33445 07/09/2025 WC 12-68-329-05 American Zurich Insurance Company Premium will be waived Paychex PEO Holdings, LLC Alt. Emp: NEXNITE LLC 20267238 | PaychexPEOHoldingsLLC MAST (FL) WC126832905 | SY | 05/03/2025 9:09:04 AM IST | Page 2 of 2 02/03/2026 Taylor Wreden Insurance Agency LLC DBA TWIA Insurance Agency 203 Limehouse Drive Summerville SC 29485 Alexis Scalia (843) 285-9430 (843) 521-4004 alexiss@twiainsurance.com Nexinite Inc. 1615 South Congress Avenue Sui Suite 103 Delray Beach FL 33445 Hartford Underwriters Ins. Co.30104 Travelers Casualty Company of America 19046 Scottsdale Indemnity Company 15580J CL262329907 A Y Y 22SBUBS1PF6 02/21/2026 02/21/2027 2,000,000 1,000,000 10,000 2,000,000 4,000,000 4,000,000 B Y Y BA9S801033 10/19/2025 10/19/2026 1,000,000 C Commercial Cyber, Professional Services, and Privacy Liability EKS3593585 10/31/2025 10/31/2026 Aggregate $2,000,000 City of Cupertino and its City Council, officers, officials, employees, agents, servants and volunteers are included as additional insured on the general liability on a primary and noncontributory basis per written contract and automobile liability per forms IH 12 00 11 85 and CAT420 2/15. Waiver of subrogation included on both polices per forms IH 12 00 11 85 and CAT420 2/15. City of Cupertino Attn: Marilyn Pavlov 10300 Torre Ave Cupertino CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Amendment to CIP Management Hub Agr. Final Audit Report 2026-05-29 Created:2026-05-27 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAX0hmZTS7KFgr5oUvLdbUtrFa8nNlNHGy "Amendment to CIP Management Hub Agr." History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-05-27 - 9:26:16 PM GMT- IP address: 35.229.54.2 Document emailed to marilynp@cupertino.org for approval 2026-05-27 - 9:30:28 PM GMT Email viewed by marilynp@cupertino.org 2026-05-27 - 9:30:47 PM GMT- IP address: 3.95.255.220 Signer marilynp@cupertino.org entered name at signing as Marilyn Pavlov 2026-05-27 - 9:31:31 PM GMT- IP address: 64.165.34.3 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2026-05-27 - 9:31:33 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to aracelia@cupertino.org for approval 2026-05-27 - 9:31:38 PM GMT Email viewed by aracelia@cupertino.org 2026-05-27 - 9:31:45 PM GMT- IP address: 3.95.255.220 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-05-27 - 10:32:30 PM GMT- IP address: 71.202.76.156 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-05-27 - 10:32:32 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Jeff Wright (jeff@nexinite.com) for signature 2026-05-27 - 10:32:37 PM GMT Email viewed by Jeff Wright (jeff@nexinite.com) 2026-05-27 - 11:52:10 PM GMT- IP address: 104.28.77.144 Document e-signed by Jeff Wright (jeff@nexinite.com) Signature Date: 2026-05-28 - 12:12:38 PM GMT - Time Source: server- IP address: 71.143.148.218 - Signature Appearance Selected: DRAW Document emailed to michaelw@cupertino.org for signature 2026-05-28 - 12:12:44 PM GMT Email viewed by michaelw@cupertino.org 2026-05-28 - 12:12:54 PM GMT- IP address: 100.25.14.245 Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-05-28 - 9:26:23 PM GMT- IP address: 98.33.114.31 Document e-signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-05-28 - 9:26:25 PM GMT - Time Source: server- IP address: 98.33.114.31 - Signature Appearance Selected: TYPE Document emailed to terig@cupertino.org for signature 2026-05-28 - 9:26:32 PM GMT Email viewed by terig@cupertino.org 2026-05-28 - 9:26:41 PM GMT- IP address: 54.80.97.206 Signer terig@cupertino.org entered name at signing as Teri Gerhardt 2026-05-28 - 9:56:08 PM GMT- IP address: 64.165.34.3 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2026-05-28 - 9:56:10 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Document emailed to laurens@cupertino.org for signature 2026-05-28 - 9:56:15 PM GMT Email viewed by laurens@cupertino.org 2026-05-28 - 9:56:25 PM GMT- IP address: 18.205.150.111 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-05-29 - 4:48:21 AM GMT- IP address: 90.116.206.27 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-05-29 - 4:48:23 AM GMT - Time Source: server- IP address: 90.116.206.27 - Signature Appearance Selected: MOBILE_TYPE Agreement completed. 2026-05-29 - 4:48:23 AM GMT