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22-117 DebtBook, City debt and lease management software Contract No. __________ Page 1 of 10 TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT AGREEMENT BETWEEN THE CITY OF CUPERTINO AND FIFTH ASSET, INC. FOR SOFTWARE-AS-A-SERVICE THIS AGREEMENT (“Agreement”), by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and Fifth Asset, Inc., d/b/a DebtBook, a Delaware corporation whose address is 300 W. Summit Ave., Suite 110, Charlotte, NC 28203 ("Software Provider") (collectively referred to as the “Parties”). RECITALS: The following Recitals are a substantive portion of this Agreement: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California. B. Software Provider is specially trained, experienced, and competent to perform the special services which will be required by this Agreement. C. City and Software Provider desire to enter into an agreement for Software Provider’s provision of software-as-a-service (SaaS) pertaining to City’s online systems. Through this Agreement, Software Provider shall provide to City debt and lease management software. The full scope of services covered by this agreement is described in the attached Exhibit A: Scope of Work. NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on May 1, 2022 (“Effective Date”) and continue through April 30, 2023, unless the Agreement is terminated prior thereto under the provisions of Section 16 below. The City’s appropriate department head or the City Manager may extend the Term 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. 2. SCOPE OF SERVICES AND CONDITIONS THEREOF Subject to the terms and conditions set forth in this Agreement, Software Provider shall perform each and every service to the schedule of performance set forth in the Scope of Work (“Services” or “Scope of Work”), as described below. The Services are also subject to DebtBook’s Service Level Addendum, Privacy Policy, and Usage Policy, which are generally applicable to all Software Provider customers, as the same may be amended in accordance with their terms following notice to the City (collectively, the “Incorporated Documents”). The Incorporated Documents, as amended, are incorporated herein by this reference. Current versions of the Incorporated Documents may be found at https://www.debtbook.com/legal. Contract No. __________ Page 2 of 10 A. Responsibilities of Software Provider. Software Provider shall provide the software services as further described in the Scope of Work. The Services provided under this Agreement shall include (a) any software, plug-ins, or extensions related to the Services or upon which the Services are based including any and all updates, upgrades, bug fixes, dot releases, version upgrades, or any similar changes that may be made available to the Software Provider from time to time (the “Software”), (b) any and all technical documentation necessary for use of the Services, which may be found at https://support.debtbook.com (the “Documentation”), (c) regular maintenance of Software Provider’s system, and (d) other technology, user interfaces, know-how, and other trade secrets, techniques, designs, inventions, data, images, text, content, APIs, and tools provided in conjunction with the Services. B. [Reserved]. C. Registration. Prior to using the Services, City shall identify the administrative users for its account (“Administrators”). Each Administrator will be provided an administrator ID and password. D. License Grant. Software Provider grants City and its authorized users a non-exclusive, non-transferable right to access and use the Services during the term of this Agreement, solely for City’s internal use in accordance with this Agreement. Software Provider grants to City and City’s authorized users a non-exclusive, non-sublicensable, non-transferable (except as permitted by these Terms) license to use the Documentation for City’s internal business purposes in connection with its use of the Services. E. Reservation of Rights and Data Ownership. City shall own all right, title, and interest in all of its data, regardless of medium, transmitted by City through the Services provided under this Agreement (“City Data”). Software Provider shall not access City user accounts or City Data, except (1) as essential or appropriate to fulfillment of the objectives of this Agreement, (2) in response to service or technical issues, or (3) at City’s written request. Notwithstanding the foregoing, “City Data” shall not include data and information related to City’s use of the Services that is used by Service Provider in an aggregate and anonymized manner, including statistical and performance information related to the Services. F. Data Protection. In carrying out the Services, Software Provider shall endeavor to protect the confidentiality of all City Data as follows: 1. Implement and maintain appropriate security measures to safeguard against unauthorized access, disclosure, or theft of confidential, non-public City Data in accordance with recognized industry practice. 2. City Data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, Software Provider is responsible for encryption of the City Data. 3. Software Provider shall not use any City Data collected by it in connection with the Service for any purpose other than fulfilling the obligations under this Agreement. G. Software Ownership. As between Software Provider and City, Software Provider owns the Services, Software, Documentation, and any underlying infrastructure provided by Service Provider in connection with this Agreement. City acknowledges and agrees that (a) the Services, any Software, and Documentation are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, (b) Software Provider retains all right, title, and interest (including, Contract No. __________ Page 3 of 10 without limitation, all patent, copyright, trade secret, and other intellectual property rights) in and to the Services, the Software, any Documentation, any other deliverables, any and all related and underlying technology and any derivative works or modifications of any of the foregoing, (c) the Software and access to the Services are provided on a subscription basis, not sold, and City acquires no ownership or other interest in or to the Services, the Software, or the Documentation other than the access and license rights expressly stated herein, and (d) the Services are offered as an on-line, hosted solution, and that City has no right to obtain a copy of the Services. H. Restrictions. City agrees not to, directly or indirectly: (i) modify, translate, copy, or create derivative works based on the Services or any element of the Software, (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein or block or disrupt any use or enjoyment of the Services by any third party, (iii) attempt to gain unauthorized access to the Services or their related systems or networks or (iv) remove or obscure any proprietary or other notice contained in the Services, including on any reports or data printed from the Services. I. Security Incident. In the event a data breach occurs with respect to City Data, Software Provider shall promptly, and in any event within the timeframe required by applicable law, notify the appropriate City contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. Software Provider shall (1) cooperate with City to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the Services, if necessary. J. Notification of Legal Requests. To the extent permitted by applicable law, Software Provider shall use commercially reasonable efforts (1) to contact City upon receipt of any electronic discovery, litigation holds, discovery searches, and expert testimonies related to City Data and (2) to notify City before responding to any subpoenas, service of process, and other legal requests related to City, unless prohibited by law from providing such notice. K. Access to Security Logs and Reports. Software Provider shall provide reports to City in a format as specified in the SLA agreed to by both Software Provider and City. Reports shall include latency statistics, user access, user access IP address, user access history, and security logs for all City files related to this Agreement. L. Responsibilities and Uptime Guarantee. Software Provider shall be responsible for the acquisition and operation of all hardware, software, and network support related to the services being provided. The technical and professional activities required for establishing, managing and maintaining the environments are the responsibilities of Software Provider. The system shall be available for City’s use on a 24/7/365 basis, subject to the service availability targets and other terms set forth in the SLA. Notwithstanding anything in this Agreement to the contrary, City acknowledges that Service Provider exercises no control over the flow of information to or from the Services, City’s network, or other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, the sole actions or inactions of such third parties without any action or inaction of the Service Provider can impair or disrupt connections to the Internet. In such instances, Service Provider will use commercially Contract No. __________ Page 4 of 10 reasonable efforts to take all appropriate actions Service Provider to remedy and avoid such events, but Service Provider cannot guarantee that such events will not occur. ACCORDINGLY, SERVICE PROVIDER DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATING TO ALL SUCH EVENTS, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, ANY OTHER ACTIONS OR INACTIONS CAUSED BY OR UNDER THE SOLE CONTROL OF A THIRD PARTY. M. Subcontractor Disclosure. Software Provider shall identify all of its subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement or will otherwise partner with Software Provider in providing the services in this Agreement. N. Business Continuity and Disaster Recovery. Software Provider shall provide to City a written business continuity and disaster recovery plan prior to or at the time of execution of this Agreement and shall ensure that it meets City’s recovery time objective (RTO) of four (4) hours or less. O. Compliance with Accessibility Standards. Software Provider shall comply at all times with the Americans with Disabilities Act, including the Service Provider’s Accessibility Statement, found at https://www.debtbook.com/accessibility-statement, which is designed, among other things, to ensure compliance over time with the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101). P. Web Services. Software Provider shall use Web services exclusively to interface with City Data in near real time when possible. Q. Encryption of Data at Rest. Software Provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic Modules for all personal data, unless City approves the storage of personal data on Software Provider’s portable device in order to accomplish work as defined in the Statement of Work. 3. COMPENSATION TO SOFTWARE PROVIDER Software Provider shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed $15,000.00. The payments specified in this section shall be the only payments to be made to Software Provider for services rendered pursuant to this Agreement. Software Provider shall invoice City on execution and delivery of this Agreement. City shall pay Service Provider within thirty (30) days after receipt of Service Provider’s invoice. City shall return to Service Provider any payment request determined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the reasons why the payment request is not proper. 4. TIME IS OF THE ESSENCE Software Provider and City agree that time is of the essence regarding the performance of this Agreement. 5. LICENSES; PERMITS; ETC. Software Provider represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required to carry out Contract No. __________ Page 5 of 10 the purposes of this Agreement. 6. ASSIGNMENTS. Software Provider may assign, sublease, or transfer this Agreement, or any interest therein, to a third party with the prior written consent of City. Such consent shall not be unreasonably withheld. City’s withholding of consent shall be deemed reasonable if it appears that the intended assignee in question is not financially or technically capable of performing Software Provider’s obligations under this Agreement, or if City has reason to conclude that the proposed assignee is otherwise incapable of fulfilling Software Provider’s duties hereunder. 7. INDEPENDENT PARTIES City and Software Provider intend that the relationship between them created by this Agreement is that of independent contractor. No civil service status or other right of employment will be acquired by virtue of Software Provider's services. None of the benefits provided by City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation, and sick leave are available from City to Software Provider, its employees, or agents. Software Provider is not a "public official" for purposes of Government Code §§ 87200 et seq. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Software Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal or state rules and regulations. Software Provider shall indemnify and hold City harmless from and against any loss, damage, liability, costs, or expenses arising from any noncompliance of this provision by Software Provider. 9. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination, Software Provider agrees that neither it nor its employee or subcontractors shall harass or discriminate against a job applicant, a City employee, or a citizen on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class status. Software Provider agrees that any and all violations of this provision shall constitute a material breach of this Agreement. Software Provider agrees to provide records and documentation to the City on request necessary to monitor compliance with provision. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Software Provider agrees to, at its expense, defend and/or settle any claim made by a third party against City alleging that the City's use of the Services infringes such third party’s United States patent, copyright, trademark, or trade secret (an “IP Claim”), and pay those amounts finally awarded by a court of competent jurisdiction against City with respect to such IP Claim. 11. DUTY TO INDEMNIFY AND HOLD HARMLESS Software Provider shall indemnify, defend, and hold harmless City and its officers, Contract No. __________ Page 6 of 10 officials, agents, employees, and volunteers from and against any and all liability, claims, actions, causes of action, or demands whatsoever against any of them brought by a third- party, including for any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential, or otherwise, arising out of, pertaining to, or related to any negligent act or omission or willful misconduct in the performance of this Agreement by Software Provider or Software Provider’s employees, officers, officials, agents, or subcontractors, except where such liability arises solely as a result of the active negligence or willful misconduct of City. Such costs and expenses shall include reasonable attorneys’ fees of counsel of City’s choice, expert fees, and all other costs and fees of litigation. Service Provider agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor involved by, for, with, or on behalf of Service Provider 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. The provisions of this Section 11 survive the completion of the Services or termination of this Agreement. 12. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Software Provider shall furnish City with certificates showing the type, amount, class of operations covered, effective dates, and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit B. Software Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement. B. Subrogation Waiver. Software Provider agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Software Provider shall look solely to its insurance for recovery. Software Provider hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Software Provider or City with respect to the services of Software Provider herein, a waiver of any right to subrogation which any such insurer of said Software Provider may acquire against City by virtue of the payment of any loss under such insurance. 13. RECORDS Software Provider shall maintain internal records reflecting that the Services were performed by Software Provider hereunder in accordance with customary recordkeeping practices in the software development industry. Software Provider shall provide free access to such records to the representatives of City or its designee’s at all reasonable and proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary. No such examination and audit shall give City the right to access records relating to other Software Provider customers. Such records shall be maintained for a period of four (4) years after Software Provider receives final payment from City for all Services required under this Agreement. Contract No. __________ Page 7 of 10 14. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code, and this Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 15. NOTICES All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service, on the fifth (5th) calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: TO CITY: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Bill Mitchell TO SOFTWARE PROVIDER: Fifth Asset, Inc., d/b/a DebtBook 300 W. Summit Avenue, Suite 110 Charlotte, NC 28203 Attention: Chief Executive Officer 16. TERMINATION A. Basis for Termination. In the event Software Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Software Provider shall be deemed in default in the performance of this Agreement. If Software Provider fails to cure the default within ten (10) days or, if such failure is curable but not curable within such ten (10) day period, within such period of time as is reasonably necessary to accomplish such cure, and in addition to any other remedy available to the City by law, the City Manager or her designee may terminate the Agreement by giving Software Provider written notice thereof, which shall be effective immediately. City may terminate this Agreement for convenience upon 30 days written notice. Upon receipt of any notice of termination, Software Provider shall immediately discontinue performance. B. Pro Rata Payments. City shall pay Software Provider for services satisfactorily performed up to the effective date of termination. In such event, a calculation of the amounts due shall be deemed correct as computed on a pro rata basis with compensation provided for the period of service paid as a percentage of the total contract amount. Notwithstanding the foregoing, if City terminates the Agreement for convenience, City shall not be entitled to a refund of any annual fees paid prior to such termination date. Contract No. __________ Page 8 of 10 C. Handling of City Data. In the event of a termination of this Agreement, Software Provider shall, at City’s request, (1) provide City, at no additional cost, with temporary access to the Services to permit City to retrieve its City Data in a CSV or another mutually agreeable format and (2) use commercially reasonable efforts to assist City with such retrieval. During any period of service suspension, Software Provider shall not take any action to intentionally erase any City Data for a period of thirty (30) days after the effective date of termination, unless authorized by City. Software Provider shall securely dispose of all requested data in all of its forms, including disk, CD/DVD, backup tape, and paper, when requested by City. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)- approved methods. Certificates of destruction shall be provided to City. 17. WARRANTY AND WARRANTY DISCLAIMER Software Provider warrants that, (i) the Services shall be provided in a diligent, professional, and workmanlike manner in accordance with industry standards and (ii) the Services provided under this Agreement do not infringe or misappropriate any intellectual property rights of any third party, and (iii) the Services shall substantially perform in all material respects as described in the Scope of Work. In the event of any breach of section (ii), above, Software Provider shall, as its sole liability and as City’s sole remedy, repair or replace the Services that are subject to the warranty claim at no cost to City, or if Software Provider is unable to repair or replace, then it will refund any pre-paid fees for Services not rendered. Except for the warranty described in this section, the Services are provided without warranty of any kind, express or implied, including, but not limited to, the implied warranties or conditions of design, merchantability, fitness for a particular purpose, and any warranties of title and non-infringement. 18. COMPLIANCE Software Provider shall comply with all state or federal laws and all ordinances, rules, policies, and regulations enacted or issued by City. 19. CONFLICT OF LAW This Agreement shall be interpreted under and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any suits brought pursuant to this Agreement shall be filed with the Superior Court for the County of Santa Clara, State of California. 20. ADVERTISEMENT Software Provider shall not post, exhibit, or display, or allow to be posted, exhibited, or displayed, any signs, advertising, show bills, lithographs, posters, or cards of any kind pertaining to the Services performed under this Agreement unless prior written approval has been secured from City to do otherwise. Either party may include the name and logo of the other party in lists of customers or vendors. 21. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of Contract No. __________ Page 9 of 10 whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Software Provider. In the event that the Scope of Work, any Incorporated Document, Exhibit, associated instrument, or agreement executed by the Parties in conjunction with this Agreement or prior thereto contains a term that conflicts with the terms of this Agreement, the terms of this Agreement shall govern and supersede any other document or Exhibit. 22. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK [SIGNATURE PAGE TO FOLLOW] Contract No. __________ Page 10 of 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed. FIFTH ASSET, INC. By Title Chief Executive Officer Date APPROVED AS TO FORM: Christopher D. Jensen, City Attorney CITY OF CUPERTINO A Municipal Corporation By Title Date ATTEST: City Clerk Date ☐ Over $175,000 - Council Approval Required ☐ Over $45,000 - Department Head Approval Required ☐ Up to $45,000 - Designated Supervisor Approval Required RECOMMENDED FOR APPROVAL , Exhibits: Exhibit A: Scope of Work Exhibit B: Insurance Requirements and Proof of Insurance 08/15/22 Director of administrative services 08/16/22 CTO 08/17/22 Christopher D. Jensen 08/17/22 Overview DebtBook is 100% cloud based debt and lease management software. While our software is constantly evolving, key features include: General Functionality (available with both Debt and Lease Management) ●Financial Reporting: Producing debt service and lease schedules to comply with GASB pronouncements is a pain. Automated reporting functionality saves you time during audit. ●View by Type, Purpose, and Fund: It may be one loan or one debt obligation, but you pay it back from multiple sources. Split and track loans easily by department or purpose or fund to change the view of your obligations. ●Single Source of Truth: Your staff, advisors, lawyers, banks, accountants and consultants all require an accurate debt profile to do their job well. Share access to your debt profile and provide controlled access to the accurate information everyone needs. ●Collaboration and Organization: Ability to share real-time data among City departments and outside consultants through separate, role-based logins. ●Excel Compatible: Modernize your workflow without disrupting it. All data and analysis is easily exported into excel for use in your existing models. ●Security & Availability: Cybercriminals attack governments with ransomware, rendering local systems inoperable. Our cloud-based platform ensures your staff has 24/7 access to information required to make timely and accurate debt payments. ●Succession Planning: Many organizations rely on one or two professionals to manage their debt. When those professionals move on to other opportunities, a painful hole in the team opens, soon to be filled by someone facing a steep learning curve. Ensure continuity within your organization and improve succession planning. ●Document Storage: Storage of all applicable transcripts, leases and legal documents. Debt Management Functionality ●Automatic Profile Updates: When you borrow money or pay something off, upload the documents for processing to refresh your debt profile. Log back in and your profile is updated and ready for your verification. Scope of Work January 1, 2022 www.debtbook.com Exhibit A: Scope of Work DebtBook Scope of Work www.debtbook.com ●Succession Planning: Many organizations rely on one or two professionals to manage their debt. When those professionals move on to other opportunities, a painful hole in the team opens, soon to be filled by someone facing a steep learning curve. Ensure continuity within your organization and improve succession planning. ●Payment Reminders: Optional and customizable email payment reminders ensure that an invoice getting lost in the mail won’t result in a missed payment. Set preferences including desired recipient and timeframe, allowing staff to have confidence the invoiced amount accurately matches the agreed payment schedule. ●Schedule Creation: Generation of amortization schedules, payment schedules, and outstanding debt schedules with ability to export to Excel. ●Historic Payments: Tracking of historic debt service payments. ●Audit Ready Notes: Audit ready notes and reports providing breakdown of debt schedules by fund type for inclusion in the City’s annual CAFR – pdf or similar output. Lease Management Functionality ●GASB 87 compliant: DebtBook will assist in gaining both initial and ongoing compliance with GASB 87. Automatically produce GASB compliant footnote disclosures through the application. ●Journal Entries: Automatically generate journal entries for each lease with the ability to view the entries on a monthly, quarter, and annual basis. Each journal entry can be seen at a portfolio-level, lease schedule-level, and asset-level. ●Key Event Reminders: Using DebtBook's "Milestones" feature each user is able to view critical dates such as purchase options, termination options, residual value payments, lease end times and more. Additionally, each individual will be able to set email reminders based on their individual preferences. Each user can setup alert notifications for lease renewals and deadlines to ensure start and end dates are not missed. ●View by Type and Purpose and Fund: View all of your leases by Type, Fund and Purpose. Track and split easily by department or purpose or fund to change the view of your obligations. DebtBook supports split allocations of a single asset across multiple departments, funds, purposes. ●Data Exports: Any lease schedule is able to be exported out of DebtBook's system into a reformatted Excel document. ●Ability to Calculate and Track (Lessee): - Lease liability, individual and aggregate, at the present value of payments and purchase option, if necessary, expected to be made during the lease term(s) or useful life. - Amortization schedules, individual and in aggregate, of the discount on the lease liability and of the lease asset. - Calculate the measure of lease assets, individual and in aggregate, including any ancillary charges. DebtBook Scope of Work www.debtbook.com ●Ability to Remeasure and Track (Lessee): - Lease liability calculations and amortization schedules if lease modifications or discount rate changes are made during a reporting period, including renewal options. - Lease asset calculations and amortization schedules for lease terminations, lease modifications or discount rate changes made during a reporting period. - Adjust calculations as necessary for impairment of an asset. ●Ability to Calculate and Track (Lessor): - Lease receivable, individual and in aggregate, at the present value of payments expected to be received during the lease term(s). - Amortization schedules, individual and in aggregate, of the discount on the lease receivable and of the lease Deferred Inflow of Resources. - Calculate the measure of lease Deferred Inflow of Resources, individual and in aggregate. - The total amount of inflows of resources recognized in the reporting period from leases. - View the amount of inflows of resources recognized in the reporting period for variable and other payments not previously included in the measurement of the lease receivable. - View the schedule of future payments that are included in the measurement of the lease receivable, showing principal and interest separately, for each of the five subsequent fiscal years and in five-year increments thereafter. ●Ability to Remeasure and Track (Lessor): - Lease receivable calculations and amortization schedules for lease terminations, lease modifications or discount rate changes are made during a reporting period including renewal options. Contract No. __________ Page 1 of 3 Exhibit B: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. 1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Additional Insureds: The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Service Provider’s Commercial General Liability and Cyber Liability policies. General Liability coverage can be provided in the form of an endorsement to Service Provider’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 Software Provider’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. 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. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subcontractors. General Liability: 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 p roceeds 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 Software Provider’s policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self- Contract No. __________ Page 2 of 3 insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Agreement. 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. 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. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2. ABSENCE OF INSURANCE COVERAGE. City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Software Provider. 3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for the term of this Agreement. All of the insurance companies providing insurance for Software Provider Contract No. __________ Page 3 of 3 shall be licensed to do insurance business in the State of California and shall have, and provide evidence of, a Best Rating Service rate of A:VII or above. 4. SUBCONTRACTORS Software Provider shall require and verify that all subcontractors maintain insurance that meet the requirements of this Agreement, including naming the City as an additional insured on subcontractor’s insurance policies. 5. HIGHER INSURANCE LIMITS If Software Provider 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 Software Provider. 6. ADEQUACY OF COVERAGE City reserves the right to modify this insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 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. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) (Per accident) (Ea accident) $ $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER $EACH OCCURRENCE $AGGREGATE $ N / A 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 EXCESS LIAB UMBRELLA LIAB OCCUR CLAIMS-MADE DED RETENTION $ OTHER:$ 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. LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR $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 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 07/06/2022 Embroker Insurance Services LLC 24 Shotwell St. San Francisco CA 94103 Matthew Miller (844)436-2765 certificates@embroker.com Fifth Asset, Inc. d/b/a DebtBook 300 W Summit Ave STE 110 Charlotte NC 28203 Valley Forge Insurance Company 20508 Continental Casualty Company 20443 Hartford Accident and Indemnity Insurance Company 22357 Clear Blue Insurance Company 28860 22905 A Y 7012519506 11/01/2021 11/01/2022 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A Y 7012519506 11/01/2021 11/01/2022 1,000,000 B 10000 Y 7015209125 11/01/2021 11/01/2022 2,000,000 2,000,000 C N Y 57WECAP0THP 12/13/2021 11/01/2022 1,000,000 1,000,000 1,000,000 D Tech E&O / Cyber Liability D Crime Y AX01-1037-03 CR01-100199-211 02/01/2022 12/20/2021 02/01/2023 12/20/2022 Aggregate 5,000,000 Aggregate 1,000,000 City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers, 10300 Torre Ave Cupertino CA 95014 City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as an Additional Insured on a primary non-contributory basis on the General, Auto and Umbrella Liability policy as required by written contract. City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as Additional Insured on the Technology E&O Cyber Liability as required by written contract. A Waiver of Subrogation applies to the Additional Insured with respect to the Workers Compensation Liability policy as required by written contract. 30 days Notice of Cancellation applies. EFFECTIVE DATE: NAMED INSURED POLICY NUMBER NAIC CODECARRIER AGENCY LOC #: AGENCY CUSTOMER ID: ofPageADDITIONAL REMARKS SCHEDULE ADDITIONAL REMARKS FORM TITLE:FORM NUMBER: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD 101 (2008/01) 0014N00001stlE2QAI Embroker Insurance Services LLC Fifth Asset, Inc. CNA Connect Endorsement Declaration POLICY NUMBER COVERAGE PROVIDED BY FROM -POLICY PERIOD -TO B 7012519506 VALLEY FORGE INSURANCE COMPANY 11/01/2021 11/01/2022 151 N Franklin CHICAGO,IL 60606 INSURED NAME AND ADDRESS FIFTH ASSET,INC.DBA DEBTBOOK 1710 Camden Rd CHARLOTTE,NC 28203 AGENCY NUMBER AGENCY NAME AND ADDRESS 097960 EMBROKER INSURANCE SERVICES LLC 700 WILLOW LN UNIT D WEST DUNDEE,IL 60118 Phone Number:(844)436-2765 BRANCH NUMBER BRANCH NAME AND ADDRESS 010 CHICAGO/ILLINOIS BRANCH BRANCH ADMIN 151 N FRANKLIN ST 9TH FL CHICAGO,IL 60606 Phone Number:(630)719-3000 This policy becomes effective and expires at 12:01 A.M.standard time at your mailing address on the dates shown above. This endorsement changes your policy.Please read it carefully. This Endorsement Results In No Change In Premium. The Named Insured is a Corporation. Coinsurance Contract Audit Period is Not Auditable INSURED Page 1 of 4 POLICY NUMBER INSURED NAME AND ADDRESS B 7012519506 FIFTH ASSET,INC.DBA DEBTBOOK 1710 Camden Rd CHARLOTTE,NC 28203 SCHEDULE OF LOCATIONS AND COVERAGE LOCATION BUILDING1 1 1710 Camden Rd Charlotte,NC 28203 Construction:Frame Class Description:PRE-PACKAGED SOFTWARE -DEVELOPMENT &DESIGN Inflation Guard 3% Windstorm or Hail Deductible:$500 INSURED Page 2 of 4 POLICY NUMBER INSURED NAME AND ADDRESS B 7012519506 FIFTH ASSET,INC.DBA DEBTBOOK 1710 Camden Rd CHARLOTTE,NC 28203 ADDITIONAL INTEREST SCHEDULE LOCATION BUILDING1 1 The following has been added to your policy effective 08/12/2022 Type:Designated Person or Organization Additional Interest Name and Address: CITY OF CUPERTINO,ITS CITY COUNCIL,OFFICERS,OFFICIALS,EMPL 10300 Torre Ave CUPERTINO ,CA 95014 INSURED Page 3 of 4 POLICY NUMBER INSURED NAME AND ADDRESS B 7012519506 FIFTH ASSET,INC.DBA DEBTBOOK 1710 Camden Rd CHARLOTTE,NC 28203 FORMS AND ENDORSEMENTS SCHEDULE The following list shows the Forms,Schedules and Endorsements by Line of Business that are a part of this policy. COMMON The following forms have been added to your policy,effective 08/12/2022 FORM NUMBER FORM TITLE G56015B 11/1991 ENDORSEMENT EFFECTIVE 08/12/2022 Countersignature SB-146895-A (Ed.01/06)INSURED Page 4 of 4 POLICY NUMBER INSURED NAME AND ADDRESS B 7012519506 FIFTH ASSET,INC.DBA DEBTBOOK 1710 Camden Rd CHARLOTTE,NC 28203 POLICY CHANGES ENDORSEMENT EFFECTIVE 08/12/2022 This Change Endorsement changes the Policy.Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy,unless another effective date is shown. The following Additional Insured(s)has (have)been added: Type:Designated Person or Organization Name:City of Cupertino,its City Council,officers,officials,employ ees,agents,servants and volunteers Name 2: Address:10300 Torre Ave Address 2: City:CUPERTINO State:CA Zip Code:95014 G-56015-B (ED.11/91) SB300022C (Ed.6-16) THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION SCHEDULE Name Of Person Or Organization: CITY OF RIVERSIDE,CA THE CITY OF GRAND PRAIRIE CITY OF SANTA ANA,CA TULARE COUNTY,CA CITY OF YORBA LINDA PLACER COUNTY WATER CUSTOMER HOUSTON INDEPENDENT SCHOOL DISTRICT CITY OF OXNARD *Information required to complete this Schedule,if not shown on this endorsement,will be shown in the Declarations. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS We waive any right of recovery we may have against: 1.Any person or organization shown above or in the Declarations;or 2.Any person or organization with which you have a written contract that requires such a waiver,provided the contract was executed prior to the loss. All other terms and conditions of the Policy remain unchanged. SB300022C (Ed.6-16) Page 1 of 1 Copyright,CNA All Rights Reserved. 10 0 2 0 0 0 0 6 7 0 1 2 5 1 9 5 0 6 2 9 8 6 END OF COPY 10 0 2 0 0 0 0 6 7 0 1 2 5 1 9 5 0 6 2 9 8 7 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date:07/13/22 Policy Expiration Date:11/01/22 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number:57 WEC AP0THP Endorsement Number:20 Effective Date:07/11/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:Fifth Asset, Inc. DBA DebtBook 300 W SUMMIT AVE STE 110 CHARLOTTE NC 28203 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 shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers, 10300 Torre Ave, Cupertino, CA, 95014 14 DebtBook, City debt and lease management software Final Audit Report 2022-08-18 Created:2022-08-15 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA4K6j9x05OFr6ICile5OoipDI3hbNHA9b "DebtBook, City debt and lease management software" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-08-15 - 11:13:24 PM GMT- IP address: 35.229.54.2 Document emailed to Janet Liang (janetl@cupertino.org) for approval 2022-08-15 - 11:15:28 PM GMT Email viewed by Janet Liang (janetl@cupertino.org) 2022-08-15 - 11:16:06 PM GMT- IP address: 104.47.73.126 Document approved by Janet Liang (janetl@cupertino.org) Approval Date: 2022-08-15 - 11:16:38 PM GMT - Time Source: server- IP address: 73.158.94.229 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-08-15 - 11:16:40 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-08-15 - 11:36:44 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Tyler Traudt (tyler.traudt@debtbook.com) for signature 2022-08-15 - 11:36:46 PM GMT Email viewed by Tyler Traudt (tyler.traudt@debtbook.com) 2022-08-15 - 11:52:15 PM GMT- IP address: 172.226.168.26 Document e-signed by Tyler Traudt (tyler.traudt@debtbook.com) Signature Date: 2022-08-15 - 11:52:27 PM GMT - Time Source: server- IP address: 76.243.6.87 Document emailed to Kristina Alfaro (kristinaa@cupertino.org) for signature 2022-08-15 - 11:52:29 PM GMT Email viewed by Kristina Alfaro (kristinaa@cupertino.org) 2022-08-16 - 5:20:00 AM GMT- IP address: 104.28.123.97 Document e-signed by Kristina Alfaro (kristinaa@cupertino.org) Signature Date: 2022-08-16 - 3:03:49 PM GMT - Time Source: server- IP address: 208.95.236.60 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2022-08-16 - 3:03:51 PM GMT City of Cupertino (webmaster@cupertino.org) added Teri Gerhardt (Terig@cupertino.org) as an alternate for Bill Mitchell (billm@cupertino.org) 2022-08-17 - 5:40:46 PM GMT- IP address: 69.181.110.140 Document emailed to Teri Gerhardt (Terig@cupertino.org) for signature 2022-08-17 - 5:40:47 PM GMT Email viewed by Teri Gerhardt (Terig@cupertino.org) 2022-08-17 - 7:13:31 PM GMT- IP address: 172.226.36.8 Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2022-08-17 - 10:57:48 PM GMT - Time Source: server- IP address: 73.63.186.99 Document emailed to christopherj@cupertino.org for signature 2022-08-17 - 10:57:51 PM GMT Email viewed by christopherj@cupertino.org 2022-08-17 - 11:16:00 PM GMT- IP address: 104.47.73.254 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-08-17 - 11:16:27 PM GMT- IP address: 136.24.42.212 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-08-17 - 11:16:29 PM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-08-17 - 11:16:31 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-08-18 - 1:00:23 AM GMT- IP address: 172.226.212.7 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-08-18 - 1:00:36 AM GMT - Time Source: server- IP address: 172.225.87.22 Agreement completed. 2022-08-18 - 1:00:36 AM GMT