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21-020 Nexinite, LLC (“Contractor”), for O365 Solution Agreement
CITY OF PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made by and between the City 0f Cupertino, a municipal corporation (“City”), and Nexinite, LLC (“Contractor”), a Limited Liability Company — Partnership, for 0365 Solution for CIP, and is effective 0n the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees t0 provide the services and perform the tasks (“Services”) set forth in detail in Scope 0f Services, attached here and incorporated as Exhibit A. Contractor further agrees t0 carry out its work in compliance With any applicable local, State, or Federal order regarding COVID-19. 3. TIME OF PERFORMANCE 3.1 This Agreement begins 0n the Effective Date and ends on June 30, 2023 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 2023. 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 0f Performance. Contractor must deliver the Services in accordance with the Schedule 0f Performance, attached and incorporated here Exhibit B. 3.3 Time is 0f the essence for the performance 0f all the Services. Contractor must have sufficient time, resources, and qualified staff t0 deliver the Services 0n time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance 0f the Services an amount that Will based 0n actual costs but that will be capped so as not t0 exceed $150,000.00 (“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 compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work 0r payment is permitted Without prior written approval 0f City. 4.2 Invoices and Payments. Monthly invoices must state a description 0f the deliverable completed and the amount due for the preceding month. Within thirty (30) days 0f completion of Services, Contractor must submit a requisition for final and complete payment 0f costs and pending 0365 Solution for CIP Page 1 0f 9 Prqféssi011al/C0nsulting Contracts /Versi0n: October 2021 claims for City approval. Failure to timely submit a complete and accurate payment requisition reueves uty 01 any Iurtner payment 0r otner oouganons unaer me Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, 0r joint venture 0f City. Contractor is solely responsible for the means and methods 0f performing the Services and for the persons hired t0 work under this Agreement. Contractor is not entitled t0 health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants 0n 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 t0 the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf 0f itself and its subcontractors that they are properly licensed, registered, and/or certified t0 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 t0 work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply t0 any approved subcontractor. 55 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required t0 perform the Services under this Agreement. 5.6 Payment 0f 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 0f 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, 0r charges applicable to Contractor’s business including, but not limited t0, federal and state income taxes. City shall have no obligation whatsoever t0 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, 0r subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, 0r t0 promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access t0 private 0r confidential information owned 0r controlled by the City, which may contain proprietary 0r confidential details the disclosure 0f Which t0 third parties may be damaging t0 City. Contractor shall hold in confidence 0365 Solution for CIP Page 2 0f 9 Prqféssi011al/C0nsulting Contracts /Versi0n: October 2021 all blty ll’lIOI'maUOl’l pI'OVIOeG Dy blty [O LOHII'aCIOI' al’lfl use II Ol’lly [0 peI'IOI'l’Il UllS 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, 0r other information 0r work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement Will be the exclusive property 0f the City upon completion 0f the work t0 be performed hereunder 0r upon termination of this Agreement, t0 the extent requested by City. In any case, n0 Work Product shall be shown t0 any third-party without prior written approval ofCity. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out 0f 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 0f the Work Product for promotion only with City’s written approval. 73 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use 0f 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 0f Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor 0r its sub-contractors prepared 0r created under this Agreement, t0 execute 0r implement any 0f the following: (a) The original Services for Which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions t0 the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, 0n recycled paper and copied 0n both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating t0 its performance in accordance with generally accepted accounting principles. The records must include detailed information 0f Contractor’s performance, benchmarks and deliverables, Which must be available t0 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. Contractor acknowledges that certain documents generated 0r received by Contractor in connection with the performance 0f this Agreement, including but not limited t0 correspondence 0365 Solution for CIP Page 3 0f 9 Prqféssi011al/C0nsulting Contracts /Versi0n: October 2021 between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, 0r in such manner as the City reasonably directs that such records be pr0V1aea. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly 0r indirectly, by operation of law 0r otherwise, without prior written consent 0f City. Any attempt t0 d0 s0 Will be null and void. Any changes related t0 the financial control 0r 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%) 0r 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 0f publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. N0 signs may be posted, exhibited 0r displayed 0n 0r about City property, except signage required by law 0r this Contract, Without prior written approval from the City. 1 1. INDEMNIFICATION 11.1 T0 the fullest extent allowed by law, and except for losses caused by the sole and active negligence 0r willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes 0f action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related t0 litigation and dispute resolution proceedings) 0f every nature, arising directly or indirectly from this Agreement 0r in any manner relating to any 0f the following: (a) Breach of contract, obligations, representations, 0r warranties; (b) Negligent 0r willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work 0r performance of Contractor 0r its subcontractors 0r sub-subcontractors; (d) Unauthorized use 0r disclosure 0f City’s confidential and proprietary Information; (e) Claim 0f infringement or Violation of a U.S. patent or copyright, trade secret, trademark, or service mark 0r other proprietary 0r intellectual property rights 0f any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender 0f defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 0365 Solution for CIP Page 4 0f 9 Prqféssi011al/C0nsulting Contracts /Versi0n: October 2021 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, 0r the insurance or bond amounts required in the Agreement. Nothingin the Agreement shall be constmed to give rise to an implied right of indemnity in favor of Contractor against City 0r any Indemnitee. 11.4. Contractor’s payments may be deducted 0r offset t0 cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, 0r other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical t0 those set forth here in this Section 11 from each and every subcontractor, 0r any other person or entity involved by, for, with, or 0n behalf 0f Contractor in the performance of this Agreement. Failure 0f City t0 monitor compliance With these requirements imposes n0 additional obligations on City and will in n0 way act as a waiver 0f 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 0f the Agreement, 0r 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 0f operations covered, and the effective and expiration dates of coverage. Failure t0 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 0r terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable t0 this Agreement. Contractor will promptly notify City 0f changes in the law 0r other conditions that may affect the Project 0r Contractor’s ability t0 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 0f 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), 0r any other protected classification. Contractor shall comply With all anti— discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor 0r its employees 0r sub-contractors Will not be tolerated. Contractor agrees t0 provide records and documentation to the City 0n request necessary t0 monitor compliance with this provision. 0365 Solution for CIP Page 5 0f 9 Prqféssi011al/C0nsulting Contracts /Versi0n: October 2021 13.4 Conflicts 0f Interest. Contractor shall comply With all conflict 0f interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, 0r member 0f 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 t0 file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 0f Title 2 0f the California Code of Regulations. Contractor agrees t0 abide by the City’s rules governing gifts t0 public officials and employees. 13.5 Remedies. Any Violation 0f 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 t0 seek indemnification under Section 11 0f this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Teri Gerhardt as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope 0f Services. City reserves the right t0 substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Jeffrey Wright as its single Representative for all purposes under this Agreement, With authority t0 oversee the progress and performance 0f 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 0f Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Proj ect or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date 0f abandonment, and will be given reasonable time t0 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 t0 a maximum 0f 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 0f termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW VENUE AND DISPUTE RESOLUTION 0365 Solution for CIP Page 6 0f 9 Prqféssi011al/C0nsulting Contracts /Versi0n: October 2021 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 0f 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 t0 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 0r cross—complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights 0r 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 0f another provision 0r 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 0r written, between the Parties. Any modification 0f this Agreement Will be effective only if in writing and signed by each Party’s authorized representative. N0 verbal agreement 0r implied covenant will be valid to amend 0r abridge this Agreement. If there is any inconsistency between any term, clause, 0r provision 0f the main Agreement and any term, clause, or provision 0f the attachments 0r exhibits thereto, the terms 0f the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed t0 be included and Will be inferred herein. Either party may request an amendment t0 cure mistaken insertions 0r omissions 0f 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 0f the Agreement and in n0 way affect, limit, 0r amplify the terms 0r provisions 0f this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision 0f this Agreement, 0r their application to a particular situation, is found 0365 Solution for CIP Page 7 0f 9 Prqféssi011al/C0nsulting Contracts /Versi0n: October 2021 by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect t0 the extent allowed by such ruling. A11 other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The rames agree t0 worK 1n gooa Ialtn to amena {ms Agreement Io carry out us mtent. 25.m A11 provisions which by their nature must continue after the Agreement expires 0r is terminated, including the Indemnification, Ownership 0f Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES A11 notices, requests and approvals must be sent in writing t0 the persons below, Which Will be considered effective 0n the date 0f personal delivery or the date confirmed by a reputable overnight delivery service, 0n the fifth calendar day after deposit in the United States Mail, postage prepaid, registered 0r certified, 0r the next business day following electronic submission: To City 0f Cupertino T0 Contractor: Office of the City Manager Nexinite, LLC 10300 Torre Ave. PO Box 749 Cupertino, CA 95014 Napa, CA 94559 Attention: Teri Gerhardt Email: terig@Cupertino.0rg Attention: Jeffrey Wright Email: jeff@nexinite.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority t0 enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of Which is deemed an original and all 0f which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement t0 be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title 0365 Solution for CIP Page 8 0f 9 Prqféssi011al/C0nsulting Contracts /Versi0n: October 2021 Managing Partner Jeffrey Wright CTO Bill Mitchell Date Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date 0365 Solution for CIP Page 9 0f 9 Prqféssi011al/C0nsulting Contracts /Versi0n: October 2021 Dec 21, 2021 Christopher D. Jensen Dec 21, 2021 Dec 21, 2021 This response includes data that shall not be disclosed outside the Government and shall not be duplicated, used, or disclosed, in whole or in part, for any purpose other than to evaluat e this proposal. If, however, a contract is awarded to this offeror as a result, or in connection with, the submission of this data, the Government shall hav e the right to duplicate, use, or disclose the data to the extent provided in the resulting contract. This restriction does not lim it the Government’s right to use information contained in this response if it is obtainable from another source without restriction. The data subject to this restriction are contained on all sheets of this response. Microsoft Office 365 Capital Improvement Program (CIP) / Submittal Solution for the City of Cupertino Proposal Submitted: October 18, 2021 Offer Valid for 90 Days from Proposal Submission Date Prepared for: The City of Cupertino Prepared by: Nexinite, LLC Jeffrey Wright, Managing Partner ▪jeff@nexinite.com ▪415-915-2929 This document includes data that shall not be disclosed outside the Client and shall not be duplicated, used, or disclosed, in whole or in part, for any purpose other than to evaluate this proposal. If, however, a contract is awarded to Nexinite as a result, or in connection with the submission of this data, the Client shall have the right to duplicate, use, or disclose the data to the extent necessary in the resulting contract. This restriction does not limit the Client’s right to use information contained in this response if it is obtainable from another source without restriction. The data subject to this restriction is contained on all sheets of this document. EXHIBITS A, B, & C Proposal for the City of Cupertino Microsoft Office 365 CIP/Submittal Solution Use or disclosure of data contained on this sheet is subject to the disclosure notice on the title page of this response. October 12, 2020 i Contents 1 Introduction ............................................................................................................................ 1 2 Solution Overview ................................................................................................................... 1 3 Scope of Work (SOW) Tasks .................................................................................................... 1 3.1 CIP Project Management Application .............................................................................. 1 3.2 New World Financial Data Integration ............................................................................. 3 3.3 Submittal Application ....................................................................................................... 5 3.4 Reporting .......................................................................................................................... 7 4 Project Plan and Price ........................................................................................................... 10 4.1 Terms & Conditions ........................................................................................................ 11 Proposal for the City of Cupertino Microsoft Office 365 CIP/Submittal Solution Use or disclosure of data contained on this sheet is subject to the disclosure notice on the title page of this response. October 12, 2020 1 1 Introduction Nexinite, a Silver Microsoft Partner, specializes in using Microsoft tools to provide innovative business solutions. We deliver a customized scalable infrastructure that provides collaborative and insightful workflows. We use standard platforms like Microsoft Teams, SharePoint, and Power BI to provide insightful management and reporting capabilities to help your productivity in the most efficient, smartest way possible. Our passion is finding the right solutions and implementing a strategy that will last for the long haul. Nexinite, LLC is pleased to submit its proposal to the City of Cupertino, California, for the Microsoft Office 365 CIP/Submittal Solution project. Nexinite will establish a secure Microsoft cloud-based environment to host a custom program management solution in the City of Cupertino’s Office 365 tenant. This proposal outlines the tasks and associated costs to successfully accomplish these objectives. 2 Solution Overview The solution will consist of the following 4 components: •CIP Project Management Application o Capture Project information and combine this information with the project financial information in New World •New World Financial Data Integration o Augment Cupertino’s Dataverse-based central data repository with project financial information. •Submittal Application o Internal/external submittal application which will enable external 3rd-parties to initiate submittal requests which can be reviewed internally by City of Cupertino •Reporting o Project, Submittal, and Invoicing Reporting. Task details are provided in the following section. 3 Scope of Work (SOW) Tasks This section provides details and activities Nexinite will perform to accomplish each SOW task. 3.1 CIP Project Management Application The CIP Project Management Application will be accessible via a SharePoint site with the following links: •Projects •Reports •City Map and Drawing Database -Laserfiche •GIS – Property Info EXHIBIT A Proposal for the City of Cupertino Microsoft Office 365 CIP/Submittal Solution Use or disclosure of data contained on this sheet is subject to the disclosure notice on the title page of this response. October 12, 2020 2 •GIS – CIP Public Dashboard •GIS – CIP Internal Dashboard •Public Improvement Standards •Council Meeting Minutes/Staff Reports/Council Actions Via the Projects link, a user will access the CIP Project Management Application which will present the user with a window containing the following 6 panes, and fields within each pane: 1.Project Details •Project Name •Project Type ▪Park ▪Sidewalk ▪Facility ▪General Transportation ▪Trail ▪Bike •Location •Project Phase •City Project Manager •City Project Number •GL Number •Finance Project Number •Project Number •Fiscal Year Initiated •Project Description 2.Financials Pane •Estimates •Actuals •Funding Sources •Federal Funding Requirements •Grant Fund •Council Fund 3.Recent Documents •List of recently viewed documents with a link to all available project documents •The types of CIP documents will be as follows ▪Building/Planning Department – Communications ▪Staff Reports ▪Memos Proposal for the City of Cupertino Microsoft Office 365 CIP/Submittal Solution Use or disclosure of data contained on this sheet is subject to the disclosure notice on the title page of this response. October 12, 2020 3 ▪Applications (e.g. Caltrans) ▪SOW – Project Charter ▪Schedule ▪Record Documents 4.Contracts Pane •Enable user to view all contracts and access a Contract Detail Pane which will contain the following information: ▪Invoice Details ▪Change Orders ▪Amendments ▪Purchase Orders ▪Service Orders ▪Notice of Completion (Internally Created) ▪Insurance Updates Original Contract (Additional Attachment) 5.Council Actions Pane •Minutes Attached •History of Public Actions Against Funds •Staff Reports •Approval Date •Amendment Date •Indicate if Item was Part of Council Work Program 6.Submittal Pane •Summary of Submittals The duration of this activity will be 5 weeks and the resourcing and effort will be as follows: CIP PROJECT MANAGEMENT APP. Activity Resources & Hours Modern Workplace Lead 2 Modern Workplace Lead 1 Design 10 10 Build Out 0 100 3.2 New World Financial Data Integration It is assumed that all required Financial for the Project Record Application and for Reporting will be provided via the New World ERP system. The following financial information will be available from the New World system: •Budgets •Actual Expenditures •Contracts & Purchase Orders •Funding Sources Proposal for the City of Cupertino Microsoft Office 365 CIP/Submittal Solution Use or disclosure of data contained on this sheet is subject to the disclosure notice on the title page of this response. October 12, 2020 4 Nexinite will utilize Microsoft’s PowerApps platform to extract the required financial information from New World and load this information in a structured manner in City of Cupertino’s current data repository in Microsoft’s Dataverse. Below are the assumptions with regards to the financial information: •Budgets ▪All budget information wil be available in New World ▪The following budget information will be available: o Budget Amount o Balance Amount o Budget Year o Encumbrance Amount o Expense Amount ▪Budget Information Hierarchy is as follows: o Program o Project o Vendor ▪Budgets are assigned on a Fiscal Year basis ▪There are no Budget Categories ▪Contingency Budgets are assigned at a project level •Expenditures ▪Estimated expenditures are initial estimates used by council to approve funds. This is not used once the project has been approved. ▪Projected expenditures (i.e. cashflow) information is not available and will not be used for reporting purposes ▪Expenditures are assigned to specific Project Codes and thse codes can be tied back to each project and CIP cost category ▪Administrative overhead is currently not tracked and assigned to specific projects in New World •Contracts & Purchase Orders ▪Both Contractual and Purchase Order amounts are available in New World ▪Contractual amounts are the amounts contained in the initial legal agreement ▪Purchase Order amounts are committed amounts which will go against the budget ▪Expenditures go against Purchase Orders •Funding Sources ▪Funding information in New World appears as a transaction that was made to the project account in New World ▪Projects can be funded by multiple Funds Proposal for the City of Cupertino Microsoft Office 365 CIP/Submittal Solution Use or disclosure of data contained on this sheet is subject to the disclosure notice on the title page of this response. October 12, 2020 5 ▪The Funding amount allocated to a project is based on the off the estimated budget approved by the council The duration of this activity will be 5 weeks and the resourcing and effort will be as follows: NW FINANCIAL DATA INTEGRATION Activity Resources & Hours Modern Workplace Lead 2 Modern Workplace Lead 1 Design 20 20 Build Out 0 80 3.3 Submittal Application After reviewing the request for City of Cupertino’s CIP Management Platform we recommend PowerApps Portals for the Contractor Submittal & Invoice Application. Administration of the Portal will provide simplified onboarding for external requirements/participants and create a consistent repeatable process for deployment as new projects come online, we feel this is the appropriate approach with Microsoft’s Portals technology and will be beneficial to the City of Cupertino. While Portals will used for access and as the interaction interface and location for external participants this solution will also take advantage of SharePoint. As described in the RFP, documents will be a large part of the information exchange. With the internal CIP Project Management Application being built on SharePoint’s core infrastructure we would extend SharePoint’s document features and functionality to PowerApps Portals and utilize P ower Automate to route document properly into the Project Records folder hierarchy. SharePoint is a cost-effective approach to file storage and document management features. Another requirement for the City of Cupertino is to create a submittal applicatio n to manage content submissions from external contractors/consultants as a record. By using a record approach, business logic will be implemented for notifications to PMs related to specific submittals. In addition, submittal types related to specific projects will allow us to use Power Automate to route content types to specific folders. The submittal application will also offer an approval feature for submittals with the ability to reject and notify. The Submittal Application will consist of a single screen will following 3 panes: •Submittal Details Pane: ▪Name ▪Type o Invoice o Submittal •Material Submittals – construction •Specifications •RFIs - Assigning to consultant – action required •Change orders EXHIBIT B Proposal for the City of Cupertino Microsoft Office 365 CIP/Submittal Solution Use or disclosure of data contained on this sheet is subject to the disclosure notice on the title page of this response. October 12, 2020 6 •Fields reports •Inspection reports •Schedule change •Photos •Cost estimates •Punch List •Meeting notes •Design directives •Prevailing wage •Permit documents and Applications •Feasibility •Potential Reports (e.g. CEQA, Geotech, Topo) •Deliverable's page - drawings ▪Bulletins – drawing changes ▪Specs - written description ▪IFC – Issue for construction – original drawings •Design Progress Sets ▪Status ▪Submitter ▪Date Received ▪Date Modified •Files Pane ▪List of files included with the submittal •Return Comments ▪Comments by either submitting or receiving party throughout the life of the submittal City of Cupertino Submittal Users will also have access to a SharePoint list which will display the summary information and status of all submittals. With regards to invoices, the following process will be assumed: •An Invoice will come in through the submittal application •A Project Manager (PM) will be notified to approve or deny the invoice •If denied, the PM will enter comments to be sent back to the submitter •Once approved, a notification will be sent for the adminstrator to input the invoice in New World •A notification will also go to the submitter letting them know the invoice was approved by PM •Show invoice copy in this Submittal system •Auto ping PM, on set interval, if they have not approved or denied invoice Proposal for the City of Cupertino Microsoft Office 365 CIP/Submittal Solution Use or disclosure of data contained on this sheet is subject to the disclosure notice on the title page of this response. October 12, 2020 7 The following assumptions apply to the Submittal Application: •Notifications will be initiated for the following cases: ▪PM notification when a Submittal is created and initiated ▪Submitter notification when PM changes Submittal status •A Project Contact Directory will be created for each project ▪Will describe who are the players, both internal and external The duration of this activity will be 6 weeks and the resourcing and effort will be as follows: NW FINANCIAL DATA INTEGRATION Activity Resources & Hours Modern Workplace Lead 2 Modern Workplace Lead 1 Internal Submittal Application 4 30 External Submittal Application 16 90 3.4 Reporting Nexinite will create the following 2 reports: 1.CIP Project Report •Report will contain the following 7 pages: ▪CIP Project Overview o Filtered by Project Type o KPIs •Total Number of Projects •Active Projects •Completed Projects o Project Costs •Estimated versus Actuals o Project Status o Project Details •Project Type •Project Name •Project Status •Project Manager •Total Actual Costs •Total Budget ▪CIP Fund Analysis o Filtered by Program, Project Name and Fiscal Year o Funding by Project Type o Funding by Project Stage Proposal for the City of Cupertino Microsoft Office 365 CIP/Submittal Solution Use or disclosure of data contained on this sheet is subject to the disclosure notice on the title page of this response. October 12, 2020 8 o Shows total Invoiced Amount versus Total Funding o Funding over all Fiscal Years ▪Project Contracts Overview o Filtered by Project Type, Project Name and Date o KPIs •Total Number of Projects •Total Number of Contracts •Active Number Contracts •Current Contracts •Percent Increase Contract •Change Order •Invoice Amount o Contract Amount by Vendor Role o Historical Cumulative Amounts o Project Contracts information ▪Project Invoice o Filtered by Project Type, Project Name and Date o KPIs •Number of Projects •Current Contract Amount •Invoice Amount •Number of Invoices •Remaining Budget •Budget Amount o Current Contract versus Invoiced Amount by Project o Historical Invoices Received by Project Type ▪Contractor Performance Overview o Filtered by Vendor and Project Type o KPIs •Number of Projects •Number of Contracts •Contractual Amounts •Average Change Order Percentage o Historical Invoices Received o Current Contract versus Invoiced Amount by Project ▪Project Schedule Overview o Filtered by Project Type, Project Name, Project Manager and Date o Number of Projects o Project Plan o Task Status Proposal for the City of Cupertino Microsoft Office 365 CIP/Submittal Solution Use or disclosure of data contained on this sheet is subject to the disclosure notice on the title page of this response. October 12, 2020 9 o Task Status Distribution ▪Project Manager's Overview– Pull in MS Project o Filtered by Project Type, Project Name, Project Manager and Date o KPIs •Fund Amount •Estimated Costs •Current Contract Amount •Remaining Estimated Budget o Estimated versus Actual Costs o Project Duration (Actual versus Total Remaining) o Cumulative Invoice Totals Over Time o Project Contracts Details o Project Progress 2.Submittal Reporting •Filtered by Submittal status (active/closed) and date •KPIs ▪Total Number of Submittals ▪Total Number of Accepted Submittals ▪Number of Submittals Awaiting Vendor Action ▪Number of Submittals Awaiting City of Cupertino Action ▪Average Days to Close •Number of Submittals by Status •Late/On-Time Distribution •Number of Submittals Due This and Next Week •Number of Submittals by Days Open •Detailed Submittal Information 3.Invoice Submittal Reporting •Filtered by Vendor, Project, and Date •KPIs ▪Number of Invoices ▪Total Invoice Amount ▪Average Invoice Amount ▪Invoice Distribution by Submittal Status ▪Number of Invoices by Month ▪Invoice Details It is assumed that project plan information will be acquired from City of Cupertino’s Microsoft Project Web App (PWA) environment and loaded into the central data repository in Dataverse. The duration of this activity will be 6 weeks and the resourcing and effort will be as follows: Proposal for the City of Cupertino Microsoft Office 365 CIP/Submittal Solution Use or disclosure of data contained on this sheet is subject to the disclosure notice on the title page of this response. October 12, 2020 10 REPORTING Activity Resources & Hours Modern Workplace Lead 2 Modern Workplace Lead 1 CIP Project Report 6 54 Submittal and Invoice Report 4 40 4 Project Plan and Price The high-level project plan is as follows: Nexinite will assign a Project Manager during the duration of the entire project for a total of 56 hours. The following table outlines the costs associated with the SOW described in section 2 of this proposal. CONTRACT LINE ITEM COST CIP Project Management Application $25,050 New World Financial Data Integration $25,500 Submittal Application $29,600 Reporting $21,770 Project Management $7,000 TOTAL $108,920 EXHIBIT C Proposal for the City of Cupertino Microsoft Office 365 CIP/Submittal Solution Use or disclosure of data contained on this sheet is subject to the disclosure notice on the title page of this response. October 12, 2020 11 4.1 Terms & Conditions Support outside of and/or in addition to the scope described in SOW 3.1 – 3.4 will be separately scoped and priced and agreed upon in writing between the parties below. Date: 10/18/2020 Jeffrey Wright, Managing Partner Nexinite, LLC Date: Name_______________________ Title________________ The City of Cupertino CTO Dec 21, 2021 Bill Mitchell Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Sept. 2019 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Sept. 2019 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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. (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSR 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 AUTOSAUTOS NON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- TORY LIMITS WC STATU- LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, 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) GENERAL LIABILITY 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 (2010/05)© 1988-2010 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD 07/24/2018 Applegate-Beard Insurance Solutions PO Box 2213 Yountville, CA. 94599 Michael Applegate 707.235.1059 707.637.8136 mike@binsurancesolutions.com A 57 SBM BL6316 DX 10,000 1,000,000 2,000,000 2,000,000 B Progressive Commercial M Applegate 57 WEC AC8PCGY Hartford/Trumbull Insurance Hartford/Sentinel Insurance C D Professional Liability EK13405299 CSL10.31.21 10.31.22 $ 2,000,000 Scottsdale Insurance 2.21.21 2.21.22 2.21.21 2.21.22 2,000,000 2,000,000 2,000,000 2,000,000 1,000,000 1,000,000 1,000,000 2,000,000 100,000 3.1.21 3.1.2200481056-2 Nexinite LLC PO Box 749 Napa, CA. 94559 Applegate-Beard Insurance Solutions PO Box 4578 Sunriver, OR 97707 11.29.21 Additional Insured includes:The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 marilynm@cupertino.org THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:01/12/21 Policy Expiration Date:02/21/22 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57 WEC AC8PCG Endorsement Number: Effective Date:02/21/21 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:Nexinite Inc. 4225 SOLANO AVE # 523 NAPA CA 94558 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description The City of Cupertino 10300 Torre Ave Cupertino, CA 95014 1 NexInite, LLC., for CIP Management Hub Final Audit Report 2021-12-21 Created:2021-12-21 By:Marilyn Monreal (Marilynm@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAZ3jlYDr895hTcFqTrG0ao-HdqzOO7yFy "NexInite, LLC., for CIP Management Hub" History Document created by Marilyn Monreal (Marilynm@cupertino.org) 2021-12-21 - 8:25:21 PM GMT- IP address: 69.181.110.140 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-12-21 - 8:30:35 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-12-21 - 9:00:48 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Jeffrey Wright (jeff@nexinite.com) for signature 2021-12-21 - 9:00:52 PM GMT Email viewed by Jeffrey Wright (jeff@nexinite.com) 2021-12-21 - 9:01:24 PM GMT- IP address: 70.237.75.115 Document e-signed by Jeffrey Wright (jeff@nexinite.com) Signature Date: 2021-12-21 - 9:05:03 PM GMT - Time Source: server- IP address: 70.237.75.115 Document emailed to Christopher D. Jensen (christopherj@cupertino.org) for signature 2021-12-21 - 9:05:07 PM GMT Email viewed by Christopher D. Jensen (christopherj@cupertino.org) 2021-12-21 - 9:22:51 PM GMT- IP address: 104.28.50.119 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2021-12-21 - 11:37:09 PM GMT - Time Source: server- IP address: 184.167.31.63 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2021-12-21 - 11:37:12 PM GMT Email viewed by Bill Mitchell (billm@cupertino.org) 2021-12-21 - 11:38:27 PM GMT- IP address: 104.47.74.126 Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2021-12-21 - 11:42:10 PM GMT - Time Source: server- IP address: 73.63.186.99 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-12-21 - 11:42:14 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-12-21 - 11:43:37 PM GMT- IP address: 104.47.73.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-12-21 - 11:43:54 PM GMT - Time Source: server- IP address: 162.245.20.145 Agreement completed. 2021-12-21 - 11:43:54 PM GMT