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24-053 City of Cupertino - CBRE Inc - Broker Representation AgreementCBRE Broker Representation Agreement Page 1 of 9 Professional/Consulting Contracts /Version: April 2024 BROKER REPRESENTATION AGREEMENT 1. PARTIES This Broker Representation Agreement (“Agreement”) is made by and between the City of Cupertino, a municipal corporation (“City”), and CBRE, Inc. (“Contractor”), a Delaware Corporation, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 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. City grants to Contractor during the term of this agreement the exclusive right to find, negotiate for, and secure property in the City of Cupertino (hereinafter, a "property"), for purchase (“Acquire”). City agrees to Acquire such property exclusively through Contractor and all negotiations shall be conducted through Contractor at the direction of City. 2.2 Contractor’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2025 (“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate department head or the City Manager may request to extend the Contract Time which shall be executed by both parties through a written amendment to this Agreement, provided such extension does not include contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 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. CBRE Broker Representation Agreement Page 2 of 9 Professional/Consulting Contracts /Version: April 2024 4. COMPENSATION 4.1 Maximum Compensation. Contractor shall earn a commission if during the Contract Time, City Acquires any commercial office property or part of a commercial office property whether identified by Contractor, City or anyone else. Contractor’s sole compensation for services under this Agreement will be from commissions consistent with market compensation provided by the owner, landlord, or seller. If a property is being offered solely where the owner requires as a condition of the transaction that the buyer pay its own broker, Contractor will advise City who will maintain sole discretion to Acquire that property. The commission that City will pay Contractor shall be subject to negotiation at percentages that will not exceed the following schedule: 6% of the gross sales price for values: $1,000 to $2,000,000 5% of the gross sales price for values: $2,000,001 to $6,000,000 4% of the gross sales price for values: $6,000,001 to $9,000,000 3% of the gross sales price for values: $9,000,001 to $12,000,000 2% of the gross sales price for values: $12,000,001 to $15,000,000 1.5% of the gross sales price for values: $15,000,001 to $25,000,000 1.0% of the gross sales price for values: $25,000,001 to $40,000,000 1.0% of the gross sales price for values: $40,000,001 and above Any commission that City will pay Contractor for satisfactory performance of the Services will not exceed $200,000 without prior approval of the City Council. T he maximum compensation includes all expenses and reimbursements incurred by Contractor. 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 that it has the qualifications and skills to perform the Services in a competent and professional manner and according to high standards and best practices customary in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself that it is 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. CBRE Broker Representation Agreement Page 3 of 9 Professional/Consulting Contracts /Version: April 2024 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. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney’s fees incurred by City in connection with the above. 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. Excepting copyrights, trademarks, logos, services and other intellectual property rights and which rights are expressly reserved, 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. Work Product does not include (i) any materials, training manuals, processes, know how or intellectual property owned or licensed by Contractor; (ii) Contractor’s intellectual property, information technology systems or software; or (iii) derivatives, modifications, or improvements of the foregoing created by or on behalf of Contractor or its third party suppliers whether prior to or after the Effective Date, or (iv) Third Party Software. CBRE Broker Representation Agreement Page 4 of 9 Professional/Consulting Contracts /Version: April 2024 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence 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, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, CBRE Broker Representation Agreement Page 5 of 9 Professional/Consulting Contracts /Version: April 2024 except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, and consultants (“Indemnitees”), from and against any and all third party liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) to the extent arising from any of the following: (a) Material breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services. 11.2 Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request and if permitted by applicable law, Contractor may 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 Intentionally deleted. 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, and the effective and expiration dates of coverage. 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 CBRE Broker Representation Agreement Page 6 of 9 Professional/Consulting Contracts /Version: April 2024 is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 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 Matt Morley 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 Darin R. Bosch 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. CBRE Broker Representation Agreement Page 7 of 9 Professional/Consulting Contracts /Version: April 2024 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 Either party may terminate this Agreement for cause or without cause at any time upon thirty (30) days prior written notice to the other party. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If either party 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 CBRE Broker Representation Agreement Page 8 of 9 Professional/Consulting Contracts /Version: April 2024 or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 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: Matt Morley Email: MattM@Cupertino.gov To Contractor: CBRE, Inc. 415 Mission St., Ste. 4600 San Francisco, CA 94105 Attention: Darin R. Bosch Email: Darin.Bosch@CBRE.com CBRE Broker Representation Agreement Page 9 of 9 Professional/Consulting Contracts /Version: April 2024 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CBRE, Inc. CBRE, Inc. a Delaware corporation a Delaware corporation By By Name Name Title Title Date Date CITY OF CUPERTINO A Municipal Corporation By Name Title Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Darin R. Bosch (May 21, 2024 13:22 PDT) Darin R. Bosch Darin R. Bosch EVP | EMD 05/21/2024 Jay L. Sholl (May 21, 2024 14:04 PDT) Jay L. Sholl Jay L. Sholl Senior Vice President 05/21/2024 Christopher D. Jensen (May 21, 2024 14:25 PDT) Christopher D. Jensen Matt Morley (May 21, 2024 14:34 PDT) Matt Morley Matt Morley Assistant City Manager 05/21/2024 Kirsten Squarcia (May 21, 2024 14:35 PDT) Kirsten Squarcia 05/21/2024 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 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 reasonably 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 of $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply per location or it shall be twice the required occurrence limit. a. 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). b. 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 a provision that such coverage shall also apply on a primary basis before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: covering any auto (including owned, hired, and non-owned autos) with limits of $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 $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 of $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date 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 Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall include 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 included as additional insureds on Consultant’s CGL and automobile liability policies. Consultant’s coverage shall not be called on to cover or respond to losses caused by the negligence or willful misconduct of The City of Cupertino or any additional insured parties. Additional Insured coverage shall be at least as broad as coverage provided by ISO Forms CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used or on a form acceptable to City. Primary Coverage Consultant’s CGL and automobile liability policies shall be primary insurance to City/Additional Insureds 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 In the event of cancellation of any of the required insurance policies, Consultant shall provide 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 include 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. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VIII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements . City retains the right to reasonably 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 its City Council, officers, officials, employees, agents, servants and volunteers as an additional insured on subconsultant’s insurance policies. . Adequacy of Coverage City reserves the right to reasonably 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. Ho l d e r I d e n t i f i e r : 77 7 7 7 7 7 7 0 7 0 7 0 7 0 0 0 7 7 7 6 3 6 1 6 0 6 5 5 5 3 3 3 0 7 6 2 7 1 6 4 4 6 2 0 5 4 5 7 7 0 7 4 5 3 1 3 6 7 6 2 4 0 6 2 1 0 0 7 3 7 5 0 5 7 6 0 5 7 3 3 1 0 3 0 7 6 2 5 1 4 4 4 6 0 7 6 4 5 5 3 0 7 5 2 6 0 1 1 7 7 2 2 3 4 5 5 2 0 7 1 2 6 2 3 7 5 3 2 4 7 2 3 3 0 0 7 7 6 2 4 1 1 5 3 2 4 5 6 3 1 2 0 7 3 0 4 0 1 1 3 5 0 2 7 2 1 1 2 0 7 7 7 2 7 2 5 2 0 2 5 7 7 3 1 1 0 7 7 7 7 7 7 7 0 7 0 0 0 7 0 7 0 0 7 66 6 6 6 6 6 6 0 6 0 6 0 6 0 0 0 6 2 6 0 6 4 6 6 2 0 4 4 4 6 2 0 0 6 2 2 0 0 2 6 0 4 2 2 6 0 0 0 2 0 6 2 2 0 0 2 4 2 6 2 0 6 2 0 0 0 0 6 2 2 0 0 0 4 0 4 2 0 6 2 0 0 2 0 6 2 2 2 2 0 4 0 4 2 2 4 2 0 0 2 0 6 2 2 2 0 2 4 0 4 0 2 6 0 2 2 0 0 6 0 0 0 2 2 4 2 4 0 2 6 2 2 2 2 0 6 0 0 0 2 2 4 2 6 2 2 6 2 0 2 2 0 6 0 0 2 0 2 6 2 6 0 0 0 2 4 0 0 0 6 6 6 4 6 0 6 2 2 4 0 6 6 4 4 4 0 6 6 6 6 6 6 6 0 6 0 0 0 6 0 6 0 0 6 Ce r t i f i c a t e N o : 5 7 0 1 0 5 1 6 6 5 0 5 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 04/23/2024 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. Connecticut Office 1600 Summer Street Stamford CT 06907-4907 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED AA1120187American International Group UK LtdINSURER A: INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: FAX(A/C. No.):8003630105 CONTACTNAME: CBRE Group, Inc. and Subsidiaries 2100 McKinney Avenue Suite 1250 Dallas TX 75201 USA COVERAGES CERTIFICATE NUMBER:570105166505 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG GEN'L AGGREGATE LIMIT APPLIES PER: PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) BODILY INJURY (Per accident) COMBINED SINGLE LIMIT (Ea accident) EXCESS LIAB OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED UMBRELLA LIAB RETENTION E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT OTH-ERPER STATUTE Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER N / A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below Per Claim/Aggregate1615500811/01/2023 11/01/2024 Claims Made $30,000,000SIR E&O - Professional Liability - Primary A SIR applies per policy terms & conditions $10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVECity of Cupertino 10300 Torre Avenue Cupertino CA 95014-3202 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AB Ho l d e r I d e n t i f i e r : 77 7 7 7 7 7 7 0 7 0 7 0 7 0 0 0 7 7 7 6 3 6 1 6 0 6 5 5 5 3 3 3 0 7 6 2 7 1 6 4 4 6 2 0 5 4 5 7 7 0 7 4 5 3 1 3 6 7 6 2 4 0 6 2 1 0 0 7 3 7 5 0 5 7 6 0 5 7 3 3 1 0 3 0 7 6 2 5 1 4 4 4 6 0 7 6 4 5 5 3 0 7 5 2 6 0 1 1 7 7 2 2 3 4 5 5 2 0 7 1 2 6 2 3 7 5 3 2 4 7 2 3 3 0 0 7 3 6 2 0 5 5 5 3 6 4 5 2 3 1 2 0 7 7 0 4 0 5 5 7 1 0 2 7 6 5 5 2 0 7 7 7 2 7 2 5 2 0 2 5 7 7 3 1 1 0 7 7 7 7 7 7 7 0 7 0 0 0 7 0 7 0 0 7 66 6 6 6 6 6 6 0 6 0 6 0 6 0 0 0 6 2 6 0 6 4 6 6 2 0 4 4 4 6 2 0 0 6 2 2 2 0 0 4 0 4 2 0 4 2 0 0 2 0 6 0 2 2 2 2 6 2 4 2 2 4 0 2 2 2 0 6 2 0 0 0 0 6 0 4 2 2 6 0 2 0 0 0 6 0 0 0 0 0 6 0 4 2 2 6 2 0 0 2 0 6 0 2 2 0 0 6 0 4 0 2 6 2 2 2 2 0 6 2 2 2 0 0 6 2 4 0 0 6 2 0 0 2 0 6 2 2 2 2 0 4 2 4 2 0 4 2 2 0 0 0 6 2 2 2 0 2 4 0 4 0 2 0 0 6 0 0 0 6 6 6 4 6 0 6 2 2 4 0 6 6 4 4 4 0 6 6 6 6 6 6 6 0 6 0 0 0 6 0 6 0 0 6 Ce r t i f i c a t e N o : 5 7 0 1 0 5 1 6 6 5 2 5 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 04/23/2024 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. Connecticut Office 1600 Summer Street Stamford CT 06907-4907 USA PHONE(A/C. No. Ext): E-MAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 16535Zurich American Ins CoINSURER A: 20699ACE Property & Casualty Insurance Co.INSURER B: 42307Navigators Insurance CoINSURER C: INSURER D: INSURER E: INSURER F: FAX(A/C. No.):(800) 363-0105 CONTACTNAME: CBRE Group, Inc. and Subsidiaries 2100 McKinney Avenue Suite 1250 Dallas TX 75201 USA COVERAGES CERTIFICATE NUMBER:570105166525 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested POLICY EXP (MM/DD/YYYY)POLICY EFF (MM/DD/YYYY)SUBRWVDINSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $5,000,000 $50,000 $10,000 $5,000,000 $5,000,000 $5,000,000 A 03/01/2024 03/01/2025GLO838419922 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $5,000,000A03/01/2024 03/01/2025 COMBINED SINGLE LIMIT (Ea accident)BAP 8384200 22 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $5,000,000 $5,000,000 $10,000 03/01/2024UMBRELLA LIABB 03/01/2025XEUG27952501009 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH-ERPER STATUTEA03/01/2024 03/01/2025 All Other States WC914173618A 03/01/2024 03/01/2025 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER N / AN Wisconsin WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 WC838419525 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability and Automobile Liability policies. General Liability policy evidenced herein is Primary and Non-Contributory to other insurance available to an Additional Insured, but only in accordance with the policy's provisions and per the applicable written contract. A Waiver of Subrogation is granted in favor of Certificate Holder in accordance with the policy provisions of the General liability, Automobile Liability and Workers' Compensation policies and per the applicable written contract. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVECity of Cupertino 10300 Torre Avenue Cupertino CA 95014-3202 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CBRE Group, Inc. GLO 8384199-22 Eff 03-01-2024 POLICY NUMBER: GLO 8384199-22 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 Wolters Kluwer Financial Services | Uniform FormsTM ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – 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 Any person or organization that the insured has agreed by written contract or written agreement to name as an additional insured and executed prior to the occurrence of any loss. All locations 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", "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. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13 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 shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CBRE Group, Inc. GLO 8384199-22 Eff 03-01-2024 POLICY NUMBER: GLO 8384199-22 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 Wolters Kluwer Financial Services | Uniform FormsTM ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization that the insured has agreed by written contract or written agreement to name as an additional insured and executed prior to the occurrence of any loss. All locations 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 shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 1 Updated: 05/2023 CBRE, Inc. MUTUAL NON-DISCLOSURE AGREEMENT THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of the last date set forth in the signature blocks below (the “Effective Date”) between the undersigned party designated as a “Client” in the signature blocks below (together with its affiliates and subsidiaries, “Client”) and CBRE, Inc., a Delaware corporation (“CBRE”). Client and CBRE are each individually referred to herein as a “Party”. 1. Purpose. Client and CBRE wish to explore a potential business relationship between them as may be further described in the signature blocks below (the “Purpose”). In connection with such Purpose, Client and CBRE may disclose their respective Confidential Information to the other party or its Representatives. For purposes of this Agreement, the Party delivering or disclosing information to the other Party shall be referred to as the “Disclosing Party” and the Party receiving or obtaining information from a Party shall be referred to as the “Receiving Party”. 2. Definition. “Confidential Information” of a Party means any non-public information, data, or know-how, including, but not limited to, (a) that which relates to market research, product plans, business plans, products, services, customers, markets, business processes and systems, operations, strategic information, forecasts, reports, records, trade secrets, revenues, expenses or finances and financial data, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is designated at the time of disclosure as being confidential or proprietary, and (b) the fact that discussions or negotiations are taking place between the parties or any terms, conditions or other facts with respect to the Purpose, including the status thereof or that Confidential Information has been made available. Confidential Information does not include information, data or know-how which: (i) is in the possession of the Receiving Party prior to the time of disclosure and which is not otherwise subject to any known obligation of confidentiality or non-disclosure; (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the Receiving Party in violation of this Agreement; (iii) has been or is developed by or for the Receiving Party through its independent resources without reference to the Disclosing Party’s Confidential Information or in violation of the terms of this Agreement;(iv) is disclosed to the Receiving Party or its Representatives by a third party without restriction and, to the knowledge of the Receiving Party after reasonable inquiry, without violation of any obligation of confidentiality; or (v) has been aggregated or anonymized such that the Receiving Party cannot reasonably identify Confidential Information from the aggregated or anonymized data. 3. Disclosure Between the Parties. Each Party may disclose Confidential Information to its affiliates, officers, employees, attorneys and advisors (collectively, “Representatives”). Neither Party will disclose any Confidential Information of the other party to third parties except (a) subject to Paragraph 4, disclosures that are required under compulsion of law (whether by oral question, interrogatory, subpoena, investigative demand, or otherwise) or (b) as previously approved [in writing] for release by the Disclosing Party. The Receiving Party will notify its Representatives to whom Confidential Information of the Disclosing Party is disclosed or who have access to Disclosing Party’s Confidential Information that Receiving Party is bound by the obligations in this Agreement. Each party agrees that it will take commercially reasonable measures to protect the secrecy of and avoid unauthorized disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized hereunder to have any 2 such information. 4. Sensitive Data Not Required. The parties understand and agree any provision of services by CBRE in relation to the Purpose does not require the use of Sensitive Data by CBRE. Client represents and warrants the Confidential Information does not contain Sensitive Data and it shall not directly or indirectly provide Sensitive Data to CBRE. Notwithstanding the foregoing, if CBRE identifies it has received Sensitive Data from Client, CBRE shall promptly notify Client of such receipt and Client hereby authorizes CBRE to delete or destroy such Sensitive Data without further instruction. “Sensitive Data” means data that is protected or recognized as sensitive data under applicable law or subject to data breach notification laws, including for example data considered Protected Health Information under HIPAA. 5. Mandatory Disclosure. In the event that the Receiving Party or its Representatives is requested or required by law, an administrative or investigative process, or by a regulatory or supervisory authority to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party, to the extent legally permissible to do so, will give prompt notice of the existence, terms and circumstances surrounding such request. If the Disclosing Party takes timely legal action to oppose or limit such disclosure, the Receiving Party shall reasonably cooperate in such efforts (at the Disclosing Party’s sole expense) and shall (and, as applicable, shall cause its Representative to) disclose only that portion of the Disclosing Party’s Confidential Information that its counsel advises that it is legally required to disclose. Notwithstanding anything to the contrary contained herein, in no event shall the Receiving Party be required to take, or refrain from taking, any action that, in the opinion of Receiving Party’s counsel, subjects the Receiving Party to the risk of being sanctioned, or held in contempt of court or other violation of the law. 6. Public Records. The Client is subject to the provisions of the California Public Records Act (Govt. Code § 6250 et seq.) (the “Act”), and certain information submitted to the Client may be subject to disclosure as a public record. If CBRE believes that any portion of its information is exempt from disclosure under the Act and requests the Client to withhold such information, CBRE, agrees to indemnify, defend, and hold harmless the Client against any third party claim seeking disclosure of the information or any portions thereof. 7. Termination of Discussions; Return of Materials. Either party may at any time prior to the parties’ execution of an agreement engaging CBRE to provide services to the Disclosing Party, and for any reason, terminate discussions or negotiations between them without any liability therefor. Unless and until a definitive and mutually agreeable transaction document in respect of the Purpose is executed and delivered between the Parties, none of the Parties, their affiliates or Representatives shall have any obligation (contractual, fiduciary or otherwise) relating to the Purpose other than those obligations expressly set forth herein. Upon the written request of the Disclosing Party, any Confidential Information furnished by Disclosing Party to Receiving Party, and any copies, summaries, notes, analysis, compilations or extracts of such documentation shall be promptly returned or destroyed (at the Receiving Party’s option) and any summaries, notes, analysis, compilations or extracts of such documentation prepared by the Receiving Party shall be destroyed by the Receiving Party; provided, however, the Receiving Party shall not be required to destroy any Confidential Information that is stored on archival or disaster recovery databases, or which is stored in an aggregated and anonymized manner, and which is not readily accessible except to employees of the Receiving Party’s IT department. Upon request of the Disclosing Party, any destruction of the Confidential Information shall be confirmed to the Disclosing Party in writing. Notwithstanding the foregoing, Confidential Information and documents containing or reflecting Confidential Information (in electronic or paper form) may be retained as required by law and pursuant to a Party’s normal and customary record retention policies, will only be kept for purposes of 3 compliance with such record retention policies and will not be used for any other purpose, in all cases subject to the terms hereof. 8. No Representations or Warranties. Nothing in this Agreement is intended to grant any rights to either Party or its Representatives under any patent, copyright, trade secret or other intellectual property right, nor shall this Agreement grant either Party or its Representatives any rights in or to the other Party’s Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to proceed with the Purpose and, if a mutually agreeable transaction document in respect of the Purpose is reached between the Parties, to carry out the Purpose. The Disclosing Party makes no express nor implied representation or warranty as to the accuracy or completeness of any Confidential Information provided hereunder; provided, however, that the Receiving Party and its Representatives shall be permitted to rely on all information provided by, or on behalf of the Disclosing Party without verifying its accuracy or completeness subject to any disclaimers set forth in any disclosures of information hereunder. 9. Acknowledgements. Each Party acknowledges that the other has or may have various global business lines, units, entities and affiliates and that (except insofar as this Agreement restricts the disclosure of the Confidential Information) this Agreement shall not restrict the activities of those business lines, units, entities or affiliates in any manner, irrespective of whether they may be competitive with the other party or its affiliates. 10. Term and Termination. This Agreement and the Receiving Party’s obligations herein shall remain in effect until the later of one (1) year from the Effective Date or, if a mutually agreeable transaction document in respect of the Purpose is reached between the parties, the date of such transaction document. 11. Notices. Notices given under this Agreement shall be in writing and delivered by first class, certified mail to each signatory at the address set forth in the signature blocks below unless changed by written notice. Notices to CBRE shall include a required copy to: CBRE, Inc., San Francisco Office; Attn: Darin R. Bosch. 12. Miscellaneous. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California. This Agreement represents the entire agreement and understanding (oral or written) between the Parties with respect to the subject matter hereof. Failure to enforce any provision or exercise any right in this Agreement shall not constitute a waiver of any term hereof. This Agreement may not be amended, and no provision herein waived, without the prior written consent of each Party hereto. Each Party agrees that its obligations hereunder are necessary and reasonable in order to protect the other Party and the other Party’s business, and expressly agrees that monetary damages may be inadequate to compensate the other party for any actual or threatened breach by either Party of any covenants and agreements set forth herein. Accordingly, each Party agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to the other Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the other Party shall be entitled to seek injunctive or other equitable relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages, and each Party agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. Furthermore, each Party irrevocably waives any claim for indirect, incidental, and/or consequential damages. [Signature page follows.] 4 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the Effective Date. CBRE, INC. Address: (Street Address) (City, State and Zip Code) By: Name: Title: Date: Insert Brief Description of Potential Business Relationship (Purpose): _______________________________________ CLIENT Insert Full Formal Entity Name: City of Cupertino Jurisdiction of Formation: California General Law City Address: 10300 Torre Ave. (Street Address) Cupertino, CA 95014 (City, State and Zip Code) By: (Signature) Name: Matt Morley Title: Assistant City Manager Date: Darin R. Bosch (May 21, 2024 13:22 PDT) Darin R. Bosch 415 Mission Street, 4600 SF, CA 94105 Darin R. Bosch EVP | EMD 05/21/2024 Commercial RE Advisory and Transaction Services Matt Morley (May 21, 2024 14:34 PDT) Matt Morley 05/21/2024 City of Cupertino - CBRE Inc - Representation Agreement Final Audit Report 2024-05-21 Created:2024-05-13 By:Andy Schramm (AndyS@Cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA-OdYI63ck7K8Ojt70MUOk319GvJHExMl "City of Cupertino - CBRE Inc - Representation Agreement" Hist ory Document created by Andy Schramm (AndyS@Cupertino.org) 2024-05-13 - 9:07:38 PM GMT Document emailed to Araceli Alejandre (aracelia@cupertino.gov) for approval 2024-05-13 - 9:07:45 PM GMT Andy Schramm (AndyS@Cupertino.org) replaced approver Araceli Alejandre (aracelia@cupertino.gov) with Michael Woo (michaelw@cupertino.gov) 2024-05-13 - 9:19:48 PM GMT Document emailed to Michael Woo (michaelw@cupertino.gov) for approval 2024-05-13 - 9:19:48 PM GMT Email viewed by Michael Woo (michaelw@cupertino.gov) 2024-05-13 - 9:29:05 PM GMT Document approved by Michael Woo (michaelw@cupertino.gov) Approval Date: 2024-05-13 - 9:29:53 PM GMT - Time Source: server Document emailed to Darin R. Bosch (darin.bosch@cbre.com) for signature 2024-05-13 - 9:29:54 PM GMT Email viewed by Darin R. Bosch (darin.bosch@cbre.com) 2024-05-21 - 4:28:30 PM GMT Document e-signed by Darin R. Bosch (darin.bosch@cbre.com) Signature Date: 2024-05-21 - 8:22:56 PM GMT - Time Source: server Document emailed to Jay L. Sholl (jay.sholl@cbre.com) for signature 2024-05-21 - 8:22:58 PM GMT Email viewed by Jay L. Sholl (jay.sholl@cbre.com) 2024-05-21 - 9:03:54 PM GMT Document e-signed by Jay L. Sholl (jay.sholl@cbre.com) Signature Date: 2024-05-21 - 9:04:32 PM GMT - Time Source: server Document emailed to Chris Jensen (christopherj@cupertino.gov) for signature 2024-05-21 - 9:04:34 PM GMT Email viewed by Chris Jensen (christopherj@cupertino.gov) 2024-05-21 - 9:24:12 PM GMT Signer Chris Jensen (christopherj@cupertino.gov) entered name at signing as Christopher D. Jensen 2024-05-21 - 9:25:08 PM GMT Document e-signed by Christopher D. Jensen (christopherj@cupertino.gov) Signature Date: 2024-05-21 - 9:25:10 PM GMT - Time Source: server Document emailed to Matt Morley (mattm@cupertino.gov) for signature 2024-05-21 - 9:25:12 PM GMT Email viewed by Matt Morley (mattm@cupertino.gov) 2024-05-21 - 9:27:11 PM GMT Document e-signed by Matt Morley (mattm@cupertino.gov) Signature Date: 2024-05-21 - 9:34:06 PM GMT - Time Source: server Document emailed to Kirsten Squarcia (kirstens@cupertino.gov) for signature 2024-05-21 - 9:34:08 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.gov) 2024-05-21 - 9:34:53 PM GMT Document e-signed by Kirsten Squarcia (kirstens@cupertino.gov) Signature Date: 2024-05-21 - 9:35:25 PM GMT - Time Source: server Agreement completed. 2024-05-21 - 9:35:25 PM GMT