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10-065 Amendment #4 04-21-2020
1 FOURTH AMENDMENT TO FRANCHISE AGREEMENT BETWEEN THE CITY OF CUPERTINO AND RECOLOGY CUPERTINO FOR COLLECTION AND PROCESSING OF RECYCLABLE AND COMPOSTABLE MATERIALS, AND THE COLLECTION AND DISPOSAL OF GARBAGE This Fourth Amendment to the Franchise Agreement between the City of Cupertino and Recology Cupertino for Collection and Processing of Recyclable and Compostable Materials, and the Collection and Disposal of Garbage, for reference dated April 21, 2020 is by and between the CITY OF CUPERTINO, a municipal corporation (“CITY”), and Recology Cupertino, a California corporation (“Franchisee”), and is made with reference to the following: RECITALS: A. City and Franchisee are parties to a Franchise Agreement for Collection and Processing of Recyclable and Compostable Materials, and the Collection and Disposal of Garbage dated May 18, 2010, as amended by a First Amendment dated September 2, 2014, a Second Amendment dated December 19, 2017, and a Third Amendment dated February 4, 2020 (such agreement as so amended, the “Agreement”). B. The term of the Agreement expires at 11:59 P.M. on January 31, 2021, subject to Article 16 of the Agreement. C. Pursuant to Section 2.2 of the Agreement, City has the option to negotiate a new ten‐year agreement that may begin at 12:00 A.M. on January 31, 2021, if certain criteria are satisfied. D. In accordance with Section 2.2.4 of the Agreement, Franchisee timely notified City in writing of Franchisee’s intent to exercise the option to renegotiate the Agreement. E. Pursuant to Section 2.3 of the Agreement, City, at its sole discretion, may choose to extend, or not extend, the term of the Agreement, or negotiate a new agreement. In response to Franchisee’s written request for an option, City is willing to pursue such negotiations with Franchisee so long as, among other things, City preserves its ability to terminate such negotiations if City determines in its sole discretion that it is in City’s interest to do so, and Franchisee agrees to continue providing services under the same terms and conditions as the existing Agreement for a specified period of time after any such termination of negotiations to bridge the period of time until the City can engage a new franchisee. F. Pursuant to Section 12.3 of the Agreement, in the event of a termination of negotiations and during the bridge period of time until City can engage a new franchisee, Franchisee has requested a special maximum rate adjustment. City and Franchisee wish to adjust the schedule of approved maximum rates that may be charged by Franchisee during such bridge period, if any. DocuSign Envelope ID: F5C4A328-63AE-4404-A2FB-F217BB0366FC 2 G. City and Franchisee desire to modify the Agreement as set forth in detail below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Article 2 – Term of Agreement, new Sections 2.4, 2.4.1, 2.4.2, 2.4.3, 2.4.4, and 2.4.5 are hereby added to read as follows: “2.4 City’s Conditions on Option to Negotiate an Extended or New Agreement. In response to Franchisee’s written notice of exercise of the above option, City is willing to pursue such negotiations with Franchisee for a new agreement (“Option Negotiations”) on the following terms and conditions: 2.4.1 During the period of Option Negotiations, City will not solicit proposals from or negotiate with other potential services providers. City and Franchisee agree to conduct the Option Negotiations in good faith. Franchisee acknowledges that City will require Franchisee to make available records to support and substantiate its proposals in the negotiations. Recognizing that time is of the essence, the parties will complete the negotiations (or City will issue its notice of termination as specified in Section 2.4.4 below) by no later than January 31, 2021 (“Negotiations Outside Date”). The parties’ participation in the Option Negotiations is not a pre‐commitment by either party to approve any such new agreement, and each party reserves sole discretion whether to make such approval. City staff shall have no obligation to submit a new agreement to the City Council, or to recommend approval of a new agreement to the City Council. 2.4.2 Franchisee agrees to adhere to applicable state and local law, including City municipal code, and any specific procurement procedures the City develops to govern the Option Negotiations. 2.4.3 The City Council of the City, or Franchisee, each at its sole discretion, may terminate the Option Negotiations if it determines, at its sole discretion, that it is in its interest to do so, at any time during the period of Option Negotiations by giving ten (10) days’ prior written notice to the other Party in the manner specified in the Agreement (“Negotiations Termination”). 2.4.4 In recognition that the City will require a bridge period of time for services to continue in the event that the Option Negotiations do not result in a new agreement, the term specified in Section 2.1 of the Agreement shall be automatically extended until the end of an eighteen (18) month period (“Bridge Term”) if either (a) the City or Franchisee issues a written notice of Negotiations Termination, in which case the Bridge Term would begin as of 12:01 A.M. on the day immediately following the effective date of such termination, or (b) the parties have not approved a new agreement, each in their sole discretion, on or before the Negotiations Outside Date, in which case the Bridge Term would begin at 12:01 A.M. on the day immediately following the Negotiations DocuSign Envelope ID: F5C4A328-63AE-4404-A2FB-F217BB0366FC 3 Outside Date. Notwithstanding the foregoing, City may terminate such Bridge Term on ninety (90) days’ advance written notice to Franchisee, in which case the term of the Agreement shall end effective as of the date specified in the notice, but no earlier than January 31, 2021. Such Bridge Term is subject to Article 16 of the Agreement. During such Bridge Term, Franchisee shall continue providing the collection and other services specified in the Agreement under all of the same terms and conditions as specified in the existing Agreement. 2.4.5 In the event that the Bridge Term is exercised, Franchisee has requested and City has approved a special maximum rate adjustment of 5% for all rates for all categories of Service Recipients, which shall go into effect on February 1, 2021. In the event that the Bridge Term is still in effect on February 1, 2022, Franchisee has requested and City has approved an additional special maximum rate adjustment of 5% for all rates for all categories of Service Recipients, which shall go into effect on February 1, 2022 through the end of such Bridge Term. For the avoidance of doubt, (a) the maximum rate adjustment procedures described elsewhere in the Agreement shall continue to apply during any such Bridge Term in addition to the special maximum rate adjustments provided for in the previous paragraph, and (b) the City Payment under Section 12.7, relating to termination of the HHW Program, will not be extended beyond January 2021. In addition, notwithstanding Section 6.1.1, Contractor shall not be required to replace any diesel collection vehicles with CNG vehicles in either 2021 or 2022.” 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. References herein to sections and exhibits refer to sections and exhibits of the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as of the date first written above. Recology Cupertino, A California Corporation By _________________________________ President & CEO, Michael J. Sangiacomo CITY OF CUPERTINO, A Municipal Corporation By _________________________________ City Manager, Deborah L. Feng DocuSign Envelope ID: F5C4A328-63AE-4404-A2FB-F217BB0366FC Deborah L. Feng 4 APPROVED AS TO FORM: By _________________________________ City Attorney, Heather Minner ATTEST: By _________________________________ City Clerk, Kirsten Squarcia DocuSign Envelope ID: F5C4A328-63AE-4404-A2FB-F217BB0366FC Heather M. Minner Aug 12, 2020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 10/2/2019 Beecher Carlson Insurance Services 21650 Oxnard Street, Suite 1600 Woodland Hills, CA 91367 818-598–4200 770-870-3043 www.beechercarlson.com Pam Brooskin Beecher Carlson Insurance Services Recology South Bay 1675 Rogers Avenue San Jose CA 95112 51616804 DESIGNATED ENTITY where required by written contract, but only as respects liability arising out of work performed by or on behalf of the insured. City of Cupertino ATTN: Director of Public Works 10300 Torre Avenue Cupertino CA 95014 If additional insured (ADDL INSR) and/or subrogation waived (SUBR WVD) boxes are checked, applicable blanket policy endorsements apply in favor of the Additional Condition(s) as required by written contract: Primary/Non-Contributory status (GL) DESIGNATED ENTITY: The City of Cupertino, its Officers, Agents and Employees 1,500,000 1,500,000 1,500,000 2,000,000 2,000,000 1,500,000 Self InsuredAuto Physical Damage 5,000,000 5,000,000 2,000,000 2,000,000 2,000,000 A XSL G27629921 10/1/2019 10/1/20203 3 3 SIR: $500,000 3 A XSA H08871140 10/1/2019 10/1/2020 3 3 SIR: $500K B PN1900870 10/1/2019 10/1/202033 C RWE5000442-05 10/1/2019 10/1/2020 3 N SIR: $1,000,000 ACE American Insurance Company 22667 Liberty Mutual Insurance Europe S.E.N/A XL Specialty Insurance Company 37885 51616804 | 19-20 Liability | Robert Schwartz | 10/2/2019 6:09:12 PM (PDT) | Page 1 of 1 A++, XV NR A+, XV 2 ALL-22422 (05/07)Page 1 of 4 PUBLIC ENTITY ADDITIONAL INSURED ENDORSEMENT PUBLIC ENTITY ADDITIONAL INSURED ENDORSEMENT Named Insured Recology Inc.Endorsement Number 57 Policy Symbol XSL Policy Number G27629921 Policy Period 10/01/2019 TO 10/01/2020 Effective Date of Endorsement Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number.The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM EXCESS COMMERCIAL GENERAL LIABILITY POLICY BUSINESS AUTO COVERAGE FORM SCHEDULE (name and address of additional insured) Caltrans City & County of San Francisco City and County of San Francisco, the San Francisco Port Commission and their officers, directors, agents and employees City of Belmont City of Benicia-Wastewater Treatment Plant City of Beverly Hills, its appointed and elected officials, elective and appointive boards, its officers, commissions, employees and agents, Director of Public Works Services, Public Works Services, City of Beverly Hills, 455 N. Rexford Drive, CA 90210 City of Bothell City of Burien City of Burlingame City of Carlton City of Carnation City of Citrus Heights City of Citrus Heights, its officers, employees, agents and contractors, c/o City of Citrus Heights, Attn: David Wheaton, General Services Director, 6237 Fountain Square Drive, Citrus Heights, CA 95621 City of Cupertino City of Davis Attn: City Manager 23 Russell Boulevard, Davis, CA 95616 City of East Palo Alto City of Eureka City of Foster City City of Healdsburg, its officials, officers, employees, agents, and volunteers City Risk Manager 401 Grove Street, Healdsburg, CA 95448 City of Issaquah, its officials, employees and volunteers City of Lincoln City of Live Oak City of Long Beach City of Los Angeles, Office of the City Administrative Officer of Los Angeles, Risk Management, City Hall East, 200 North Main Street, Room 1240, Los Angeles, CA 90012 City of Malibu, 283825 Stuart Ranch Road, Malibu, CA 90265 City of Marysville City of Menlo Park City of Mercer Island, Attn: City Manager, 9611 SE 36th Street, Mercer Island, WA 98040 City of Milpitas City of Pacifica City of Pasadena, Department of Public Works, P.O. Box 7115, Pasadena, CA 91109 ALL-22422 (05/07)Page 2 of 4 City of Pasadena, its City Council, officials, officers, agents, employees and volunteers City of Rancho Cordova, its officers, employees, agents and contractors, 2729 Prospect Park Drive, Rancho Cordova, CA 95670 City of Rohnert Park Attn: City Manager 130 Avram Ave, Rohnert Park, CA 94928 City of Sacramento City of San Carlos City of San Jose City of San Mateo City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents City of Santa Clarita, 23920 Valencia Blvd, Santa Clarita, CA 91355 City of Santa Rosa, Attn: Gloria Hurtado, Deputy City Manager, 100 Santa Rosa Ave, Room 10, Santa Rosa, CA 95404 City of SeaTac City of Sebastopol, its Officers, Officials, Employees, and Volunteers Engineering Division 714 Johnson Street Sebastopol, CA 95472 City of Valero City of Vernon, 4305 Santa Fe Avenue, Vernon, CA 90058 City of West Hollywood, Attn: Paul Arevalo, 8300 Santa Monica Blvd, West Hollywood, CA 90069 City of Wheatland City of Yuba City County of Sacramento, its officers, directors, officials, employees, and volunteers. Attn: Doug Sloan, Department of Waste Management and Recycling, 9850 Goethe Road, Sacramento, CA 95827 County of San Mateo County of Santa Clara and members of the Board of Supervisors of the County of Santa Clara and the officers, agents and employees of the County of Santa Clara, individually and collectively as additional insureds, Attn: Elizabeth Constantino, 1553 Berger Drive, Building 1, San Jose, CA 95112 County of Sonoma, its officers, employees, volunteers and agents County of Sonoma Director of Transportation and Public Works 2300 County Center Drive, Suite B100, Santa Rosa, CA 95403 County of Sutter County of Yuba Regional Waste Management Authority East Bay Municipal Utility District, its Directors, Officers and Employees East Bay Regional Park District, a special district, 2950 Peralta Oaks Court, Oakland, CA 94605-5320 Foothill-DeAnza Community College District, Its Board of Trustees and the individual members thereof, all district officers and servants. Governing Board of the Santa Rosa City Schools, its officers and employees Santa Rosa City Schools 211 Ridgway Ave, Santa Rosa, CA 95401 Los Angeles County Department of Public Works Construction Division and any public entity or special district for which the Los Angeles County Board of Supervisors in the Governing Body. Piner-Olivet Union School District 3450 Coffey Lane Santa Rosa, CA 95403 Attn: Superintendent Port of Oakland RA Member, their Regional Agency and respective officers and employees, City of Hollister, San Juan Bautista, San Benito County Attn: Kathleen Gallagher Resource Management Agency - IWM Department 2301 Technology parkway, Hollister, CA 95023 Redwood City, Public Works Services Department Rincon Valley Union School District 1000 Yelp Avenue, Santa Rosa, CA 95407 San Francisco State University, the State of California, the Trustees of the California State University San Francisco Unified School District, its board, officers, and employees Santa Monica-Malibu Unified School District, 1651 16th Street, Santa Monica, CA 90404 Seattle School District No. 1, Mail Stop: 23-365, PO Box 34165, Seattle, WA 98124-1165 ALL-22422 (05/07)Page 3 of 4 South Bayside Waste Management Authority State of California, its Officers, Agents, Employees and Servants The City of Cloverdale and its officers, officials, employees, agents, and volunteers City of Cloverdale Attn: City Manager 124 North Cloverdale Blvd, Cloverdale, CA 95425 The City of Cotati and its officers, officials, employees, agents, and volunteers City of Cotati Attn: City Manager 201 West Sierra Avenue, Cotati, CA 94931 The City of Petaluma and its officers, officials, employees, agents, and volunteers City of Petaluma Attn: Dan St. John 11 English Street, Petaluma, CA 94952 The City of Portland, Oregon, its officers, agents and employees The City of Roseville, its officers, agents, volunteers and employees The City of Seattle, Purchasing Services Division, P.O. Box 94687, Seattle, WA 98124-4678 The City of Thousand Oaks, its officials, employees and volunteers, Public Works Director, City of Thousand Oaks, Public Works Department, 2100 Thousand Oaks Boulevard, Thousand Oaks, CA 91362 The County of Kern, County's agents, employees, officers and its governing body and each member thereof, Attn: Waste Management Department, 2700 "M" Street, Suite 500, Bakersfield, CA 93301 The County of Los Angeles and public entity or Special District for which the Los Angeles County Board of Supervisors is the Governing Body, and their Agents, Officers and Employees, shall be Additional Insured(s) while acting within the scope of their duties against all claims arising out of or in connection with the work performed. The County of Solano, its officers, agents, employees and volunteers The County of Sonoma, its officers, agents and employees Count of Sonoma, Transportation and Public Works Department 2300 County Center Drive, Suite B100 Santa Rosa, CA 95403 The Regents of the University of California The State of California, its officers, agents, employees and servants, Department of Water Resources, 1415 Ninth Street, Room 353, Sacramento, CA 95814 The State of California; the Trustees of The California State University; California State University, Chico; Associated Students of California State University, Chico and the officers, employees, volunteers and agents of each of them are included as additional insureds. The Town of Windsor and its officers, employees, agents, and volunteers Town of Windsor Risk Management 9291 Old Redwood Highway, Building 300, Windsor, CA 95492 The Woodland Park Zoo, its officers, employees, agents, any volunteers and the City of Seattle, its officers, elected officials, employees, agents and volunteers. Tillamook County Public Works Town of Atherton Town of Hillsborough West Bay Sanitary District Yolo County Attn: Risk Manager 625 Court Street, Woodland, CA 95695 ADDITIONAL INSURED It is agreed that the entity shown in the Schedule,its Officers,Employees,and Agents are named as Additional Insureds with respect to the operations and activities of the Named Insured. PRIMARY INSURANCE ALL-22422 (05/07)Page 4 of 4 Insurance provided by this policy shall be primary insurance and no other insurance or self insured retention carried or held by the Scheduled Entity shall be called upon to contribute to a loss covered by insurance for the named insured. CANCELLATION CLAUSE Thirty (30)days written notice shall be given to the Scheduled Entity in the event of cancellation and/or reduction in limits or coverage. SEVERABILITY OF INTEREST This insurance shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of liability of the insuring company. Except as stated above and not in conflict with this endorsement,nothing contained herein shall be held to waive,alter or extend any of the limits, agreements, or exclusions of the policy(ies) to which this endorsement applies. All other terms and conditions of this policy remain the same. Authorized Agent XWC 240 XLSP (11-03) Waiver of Our Right to Recover from Others Endorsement This endorsement changes the policy. Please read it carefully. This endorsement modifies insurance provided under the following: Excess Workers Compensation and Employers Liability Policy In consideration of an additional premium of $ included, it is agreed that we have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce this right against the person or organization named in the Schedule below. This agreement applies as follows: 1.that you perform work under a written contract that requires you to obtain this agreement; 2.that you entered into a written contract prior to the loss; and 3.we agree to also waive our right of recovery but only with respect to such loss. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Where required by written agreement signed prior to loss All other policy terms and conditions remain unchanged. This endorsement is part of your policy and takes effect on the effective date of your policy, unless Must be completed always: Endorsement Number: 10 RWE500044205 another effective date is shown below. Complete only when this endorsement is not prepared with the policy or is not to be effective with the policy: Issued to: Policy Number:Effective Date of this Endorsement: XL Specialty Insurance Company Countersigned by Authorized Representative Includes copyrighted material of National Council on Compensation Insurance, Inc. with its permission. Recology Fourth Amendment to Franchise Agmt-CAO Approved Final Audit Report 2020-08-12 Created:2020-08-10 By:Julia Kinst (juliak@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA424AmIohptOb5rGqBR9jmMIGsrXx9OY4 "Recology Fourth Amendment to Franchise Agmt-CAO Approve d" History Document created by Julia Kinst (juliak@cupertino.org) 2020-08-10 - 4:46:22 PM GMT- IP address: 64.178.242.16 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-08-10 - 4:47:45 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-08-10 - 7:59:25 PM GMT - Time Source: server- IP address: 24.23.184.82 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-08-10 - 7:59:27 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2020-08-12 - 8:38:54 PM GMT- IP address: 45.41.142.158 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2020-08-12 - 8:41:03 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Deborah L. Feng (debf@cupertino.org) for signature 2020-08-12 - 8:41:04 PM GMT Email viewed by Deborah L. Feng (debf@cupertino.org) 2020-08-12 - 9:06:21 PM GMT- IP address: 104.47.46.254 Document e-signed by Deborah L. Feng (debf@cupertino.org) Signature Date: 2020-08-12 - 9:06:43 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-08-12 - 9:06:44 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2020-08-12 - 9:20:33 PM GMT- IP address: 104.47.46.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-08-12 - 9:20:48 PM GMT - Time Source: server- IP address: 148.64.105.190 Signed document emailed to Heather M. Minner (minner@smwlaw.com), Deborah L. Feng (debf@cupertino.org), Kirsten Squarcia (kirstens@cupertino.org), Araceli Alejandre (aracelia@cupertino.org), and 1 more 2020-08-12 - 9:20:48 PM GMT