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21-004 Kimley-Horn & Associates, Inc., Bollinger Rd Corridor Safety StudyBollinger Road Corridor Safety Study Page 1 of 9 Professional/Consulting Contracts /Version: April 2020 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Kimley-Horn and Associates, Inc (“Contractor”), a Corporation for Bollinger Road Corridor Safety Study, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with the City’s Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2021 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 2021. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. This Agreement is made in anticipation of conditions permitting continuous and orderly progress through completion of services. Times for performance shall be extended as necessary for delays or suspensions due to circumstances that the Contractor does not control. Contractor shall not have liability for any delays, expenses, losses, damages or be deemed in breach which are caused by any factor outside of its reasonable control, including but not limited to natural disasters, epidemics, pandemics (including COVID 19), adverse weather, or acts of the City, third parties, or governmental agencies. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $50,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum Bollinger Road Corridor Safety Study Page 2 of 9 Professional/Consulting Contracts /Version: April 2020 compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the standards and practices in the industry under similar circumstances and by reputable members of its profession in the same locality at the time the services are provided. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the Bollinger Road Corridor Safety Study Page 3 of 9 Professional/Consulting Contracts /Version: April 2020 City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. Any modifications made by the City to any of Contractor’s documents, or any use, re-use or partial use of the documents without written authorization or adaptation by the Contractor will be at the City’s sole risk and without liability to the Contractor. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. Bollinger Road Corridor Safety Study Page 4 of 9 Professional/Consulting Contracts /Version: April 2020 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhi bited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, including without limitation, CA Civil Code 2782.8, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, servants, and volunteers, (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, to the extent arising from or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Bollinger Road Corridor Safety Study Page 5 of 9 Professional/Consulting Contracts /Version: April 2020 Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of Contractor’s negligence or willful misconduct, as described in 11.1. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Bollinger Road Corridor Safety Study Page 6 of 9 Professional/Consulting Contracts /Version: April 2020 Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Marlon Aumentado as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Adam Dankberg as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. Bollinger Road Corridor Safety Study Page 7 of 9 Professional/Consulting Contracts /Version: April 2020 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. Bollinger Road Corridor Safety Study Page 8 of 9 Professional/Consulting Contracts /Version: April 2020 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave., Cupertino CA 95014 Attention: Marlon Aumentado Email: MarlonA@cupertino.org To Contractor: Kimley-Horn and Associates, Inc 10 Almaden Blvd, Suite 1250 San Jose CA 95113 Attention: Adam Dankberg Email: adam.dankberg@kimley-horn.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney’s Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a Bollinger Road Corridor Safety Study Page 9 of 9 Professional/Consulting Contracts /Version: April 2020 legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date Tax I.D. No.: APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Vice President Dec 21, 2020 Adam Dankberg Heather M. Minner Roger Lee Jan 4, 2021 Director of Public Works Roger Lee Jan 4, 2021 1  EXHIBIT A: SCOPE OF WORK  Task 1  – Project Management and Meetings  Kimley‐Horn will participate in a virtual kick‐off meeting with the City of Cupertino and the City of San  Jose (“Cities”) to finalize project procedures and expectations and refine the project schedule. Kimley‐ Horn will prepare the meeting agenda and distribute meeting minutes within one (1) week of the  meeting.  Kimley‐Horn will hold monthly conference calls with the City of Cupertino (“City”) project manager (and  City of San José liaison if requested) to coordinate on project progress, data collection needs, upcoming  stakeholder meetings, and deliverables. It is anticipated that the project will last approximately six  months, and our fee reflects up to six (6) coordination calls.  Kimley‐Horn will prepare monthly invoices that identify staff, hours, and project progress. Additionally,  Kimley‐Horn will prepare and submit monthly reports to include updates on work status,  accomplishments, progress, and budget.  Deliverables:  Meeting Agendas and Minutes Project Schedule and Updates Monthly Status Reports and Invoices Task 2 – Field Observations and Data Collection  Kimley‐Horn will request the following information of Bollinger Road, between De Anza Boulevard and Lawrence Expressway, from the Cities to be used in project analysis and evaluation:  Existing study corridor signal timings (to be provided by the City of San Jose) Existing signal timing network models (City of San Jose) Electronic base plans of study corridor intersections in AutoCAD format (City of San Jose) Aerial photos of the project area (City of Cupertino/City of San Jose) Collision records (San Jose PD/SCC Sheriff) Traffic volumes (as available) including 24‐hour hose counts or vehicular, pedestrian, and bicycle turning movement volumes (City of Cupertino/City of San Jose) VTA Route 25 ridership and travel times (available publicly from VTA and via the Swiftly platform) Kimley‐Horn will perform field observations of the corridor for one weekday during typical AM peak  commute/morning school arrival, afternoon school dismissal, and PM peak commute conditions.  Uncontrolled modal conflicts, congestion points, and undesirable activity (speeding, jaywalking, illegal  parking, etc.) will be observed and noted. These observations will inform the project team as to how the     2  corridor is used, the current constraints to mobility, and identification of potential opportunities for  improvement.  Task 3  – Analysis & Evaluation  Kimley‐Horn will conduct a review of the available collision data from the City and the Statewide  Integrated Traffic Records System (SWITRS) and summarize findings on the corridor’s collision history for  a recent 5‐year period. Any fatality or serious injury collisions included in the provided collision records  and not included in the SWITRS data will be noted.  Based on the input from community outreach round 1 and Cities staff, Kimley‐Horn will identify a set of  corridor needs that will be used in evaluating the benefits of the proposed improvements.   Task 4  – Prepare Corridor Concepts  Utilizing the feedback received in the first round of public outreach and from staff at the City of  Cupertino and the City of San Jose, and observations gathered during field observations, Kimley‐Horn  will develop up to two distinct corridor alternatives to consider before the selection of a preferred  alternative. Kimley‐Horn will prepare conceptual exhibits on aerials showing proposed cross‐sections,  lane geometry, intersection control types, crossing improvements, and identify other spot  improvements. These conceptual exhibits will not show curb lines or striping. These exhibits will be  shared with the City of Cupertino and the City of San Jose and utilized to solicit feedback from the Cities  to select a single set of recommended improvements.   Kimley‐Horn will subsequently develop revised conceptual exhibits for one set of recommended  improvements, and high‐level cost estimates will be developed for the proposed improvements. Up to  ten (10) hours are included for revising the conceptual exhibits based on Cities comments. As CAD‐based  conceptual layouts will not have been developed for these improvements, cost estimates will be  developed based on typical proposed cross‐sections applied to the length of each segment and lump  sum estimates for spot improvements such as intersection control and crossing improvements.  After presentation of the recommended improvements to the public during the second round of  community outreach, Kimley‐Horn will complete one (1) round of revisions to the conceptual exhibits  and cost estimates to incorporate feedback received from the public. Up to ten (10) hours are included  for revising the conceptual exhibits and cost estimates based on community feedback.  Deliverables:   Draft conceptual exhibits for up to two (2) corridor improvement alternatives (PDF format)   Revised and Final Preferred Alternative Conceptual Exhibits (PDF format)   Draft and Final Cost Estimates (PDF and Excel format)  Task 5  – Neighborhood Meetings  Kimley‐Horn will manage community outreach through a centralized online communications and  outreach portal, based on the Social Pinpoint platform. Kimley‐Horn will utilize existing City logos and     3  branding to create the look and feel of the outreach portal. Community outreach will be structured  around two rounds of public engagement. The first round of outreach will be held prior to the  development of design alternatives. This goals of this first round of outreach includes understanding the  community’s perspective on corridor challenges and needs and community’s priorities for corridor  improvements.   The first round of outreach will consist of an online survey, which will include an online mapping tool to  allow residents to provide location‐specific input. The survey will be entirely online, and no paper  surveys will be prepared or administered. The City will provide all efforts necessary to distribute the  survey and solicit responses. Kimley‐Horn will prepare e‐Blast notification text and one notification  postcard or flier (electronic format) for City use. Kimley‐Horn will prepare a technical memo  summarizing the results of the survey. Up to one round of review and revision is included for the memo.  The second round of outreach will be held after the development of conceptual exhibits for the  recommended improvements. As part of that outreach, we will provide and present the recommended  improvements to the public and solicit community feedback and reaction. Kimley‐Horn will utilize the  outreach portal to communicate information to the public on the proposed improvements and to use its  input channels (ideas walls, forums, comment forms, etc.) to solicit feedback. Through the Social  Pinpoint platform or another platform upon agreement by the City and Kimley‐Horn, Kimley‐Horn will  hold a Virtual Town Hall to conduct a question & answer session or solicit direct feedback. The City will  provide all efforts necessary to notify the community about the outreach and solicit responses. Kimley‐ Horn will prepare e‐Blast notification text and one notification postcard or flier (electronic format) for  City use. Kimley‐Horn will prepare a technical memo summarizing the results of the outreach round. Up  to one round of review and revision is included for the memo.  The City will be responsible for advertising these outreach activities through many communication  channels, including the development of online notices, social media postings, and e‐blasts.  In addition to community engagement, Kimley‐Horn will participate in up to two virtual project meetings  with the City and/or other local stakeholders. Kimley‐Horn will prepare meeting agendas and distribute  meeting minutes within one week of the meetings.  Deliverables:   Round 1 outreach online survey and summary   Round 2 outreach outreach content and summary   Project meeting agendas and minutes  Task 6  – Prepare Draft and Final Reports  The efforts performed as part of Tasks 1 through 5 will be summarized in a Draft Project Report. It is  assumed that the report content will briefly discuss the needs assessment that led to the development  of the preferred improvements, summary of the feedback received through public outreach and  engagement, the conceptual improvement concept, associated planning level costs and implementation     4  strategy. A Draft Project Report will be submitted to the Cities for one round of review and comment.  Kimley‐Horn will address one of consolidated comments from the Cities and provide a Final Report.   Deliverables:   Project Report (Draft and Final)    Revised: April 30, 2020 – Services Agreements 1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s (“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement (“Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. As long as required by the operative Health Order or other Health Laws, these measures shall include, but are not limited to, the following: 1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to any project site or any work area to workers who are necessary to perform in-person work. Require non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. 2. Distancing. Where workers perform in-person work at a project site or a work area, prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception Revised: April 30, 2020 – Services Agreements 2 of any physical contact required for worker safety or to comply with safety Laws. Prohibit workers from sharing a vehicle. E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. 1229192.7 11/23 11/30 12/7 12/14 12/21 12/28 1/4 1/11 1/18 1/25 2/1 2/8 2/15 2/22 3/1 3/8 3/15 3/22 3/29 4/5 4/12 4/19 4/26 5/3 5/10 5/17 5/24Task 1 ‐ Project Management and CommunicationProject Kick‐Off Meeting‐1Project Management and Administration‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1‐1Project Coordination Conference Calls‐1‐1‐1‐1‐1‐1‐1Task 2 ‐ Field Review and Data CollectionData Collection‐1‐1Field Observations‐1Task 3 ‐ Analysis and EvaluationAnalysis & Evaluation‐1‐1Task 4 ‐ Prepare Corridor ConceptsConceptual Exhibits for Corridor Improvements‐11‐2‐2Develop Draft Concept Plan Layouts‐1‐12Draft Cost Estimates‐12Refinement of Concept Plans and Estimates‐1‐13Task 5 ‐ Neighborhood MeetingsPublic Outreach Round #1‐1‐1‐1‐1Public Outreach Round #2‐1‐1‐1‐1Project Meetings‐1‐1Task 6 ‐ Prepare Draft and Final ReportsFinal Report‐1‐14‐2‐25Key:Deliverables:Consultant Effort‐11 Initial Corridor Alternative Conceptual ExhibitsTask Deliverable A2 Revised Conceptual Improvement Plans and Cost EstimatesCity Review‐23 Final Conceptual Improvement Plans and Cost Estimates4 Draft Final Report5 Final Report20212020Exhibit B:Bollinger Road Corridor Safety Study Project Schedule11/13/2020 Professional I Sr. Professional II Professional II Professional I Analyst GraphicsSr. Project SupportProject SupportHourly Billing Rate $245.00 $285.00 $215.00 $170.00 $135.00 $110.00 $140.00 $105.00 Total Hours Labor CostTask 1: Project Management and Meetings1500120012241 $ 7,605.00 Task 2: Data Collection & Field Observations00010900019 $ 2,915.00 Task 3: Analysis & Evaluation1004800013 $ 2,005.00 Task 4 Prepare Corridor Concepts801123400055 $ 8,805.00 Task 5 Neighborhood Meetings15 0 21144020 0 0110 $                18,170.00 Task 6 Prepare Draft and Final Reports622134000366 $                10,395.00 452246513120125304Subtotal Labor11,025$             570$ 5,160$               11,050$             17,685$             2,200$               1,680$               525$  $ 49,895 Other Direct Costs $105 Printing/ReproductionTravel $ 105  $ 50,000 Kimley‐Horn and Associates, Inc.TOTAL HOURSTOTAL COSTExhibit C Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Form Updated Sept. 2019 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.  Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Sept. 2019 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE National Union Fire Ins. Co. Aspen American Insurance Company New Hampshire Ins. Co. Lloyds of London 12/07/2020 Greyling Ins. Brokerage/EPIC 3780 Mansell Road, Suite 370 Alpharetta, GA 30022 Jerry Noyola 770-552-4225 866-550-4082 jerry.noyola@greyling.com Kimley-Horn and Associates, Inc. 421 Fayetteville Street, Suite 600 Raleigh, NC 27601 19445 43460 23841 085202 20-21 A X X X Contractual Liab X X 5268169 04/01/2020 04/01/2021 1,000,000 500,000 25,000 1,000,000 2,000,000 2,000,000 A X X X 4489663 04/01/2020 04/01/2021 2,000,000 B X X X 0 CX005FT20 04/01/2020 04/01/2021 5,000,000 5,000,000 C A N 015893685 (AOS) 015893686 (CA) 04/01/2020 04/01/2020 04/01/2021 04/01/2021 X 1,000,000 1,000,000 1,000,000 D Professional Liab B0146LDUSA2004949 04/01/2020 04/01/2021 Per Claim $2,000,000 Aggregate $2,000,000 Re: Bollinger Road Corridor Safety Study; Adam Dankberg. The City of Cupertino, its City Council, officers, officials, employees, agents, servants & volunteers are named as Additional Insureds with respects to General & Automobile Liability where required by written contract. The above referenced liability policies with the exception of workers compensation and professional liability are primary & non- contributory where required by written contract. Waiver of Subrogation in favor of Additional Insured(s) (See Attached Descriptions) City of Cupertino Marlon Aumentado 10300 Torre Avenue Cupertino, CA 95014 1 of 2 #S2487750/M2102751 KIMLHORNClient#: 25320 JNOY1 SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) where required by written contract & allowed by law. Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof, 30 days' written notice (except 10 days for nonpayment of premium) will be provided to the Certificate Holder. Umbrella Follows Form with respects to General, Automobile & Employers Liability Policies. 2 of 2 #S2487750/M2102751 POLICY NUMBER: ADDITIONAL INSURED - OWNERS, LESSEES ORCONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Insurance Services Office, Inc., 2018CG 20 10 12 19 Page 1 of 2 A. Section II 6 Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN PER THE CONTRACT OR AGREEMENT. ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. GL 526-81-695268169 Insurance Services Office, Inc., 2018Page 2 of 2 CG 20 10 12 19 C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. POLICY NUMBER: ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART GL 526-81-69 ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. PER THE CONTRACT OR AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 37 12 19 Page ofInsurance Services Office, Inc., 2018 11 5268169 This page has been left blank intentionally. 01589368604/01/2020 This page has been left blank intentionally. Kimley-Horn for Bollinger Rd Study Final Audit Report 2021-01-04 Created:2020-12-22 By:Julia Kinst (juliak@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA4L-YlxGa3-sGzJ2bOGmwQLQFLGmep_gz "Kimley-Horn for Bollinger Rd Study" History Document created by Julia Kinst (juliak@cupertino.org) 2020-12-22 - 1:06:49 AM GMT- IP address: 64.178.242.15 Document emailed to Adam Dankberg (adam.dankberg@kimley-horn.com) for signature 2020-12-22 - 1:09:20 AM GMT Email viewed by Adam Dankberg (adam.dankberg@kimley-horn.com) 2020-12-22 - 7:22:48 AM GMT- IP address: 104.47.57.254 Document e-signed by Adam Dankberg (adam.dankberg@kimley-horn.com) Signature Date: 2020-12-22 - 7:24:31 AM GMT - Time Source: server- IP address: 67.188.20.41 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-12-22 - 7:24:34 AM GMT Document shared with Araceli Alejandre (aracelia@cupertino.org) 2021-01-04 - 5:24:28 PM GMT- IP address: 64.178.242.15 Email viewed by Heather M. Minner (minner@smwlaw.com) 2021-01-04 - 6:34:09 PM GMT- IP address: 104.143.195.188 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2021-01-04 - 6:34:35 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Roger Lee (rogerl@cupertino.org) for signature 2021-01-04 - 6:34:37 PM GMT Email viewed by Roger Lee (rogerl@cupertino.org) 2021-01-04 - 7:46:51 PM GMT- IP address: 104.47.44.254 Document e-signed by Roger Lee (rogerl@cupertino.org) Signature Date: 2021-01-04 - 7:48:04 PM GMT - Time Source: server- IP address: 24.4.161.237 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-01-04 - 7:48:06 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-01-04 - 8:23:05 PM GMT- IP address: 104.47.45.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-01-04 - 8:23:14 PM GMT - Time Source: server- IP address: 148.64.105.190 Agreement completed. 2021-01-04 - 8:23:14 PM GMT