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22-118 Startup Space LLC for Software -As-A-Service
Page 1 of 9 TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT AGREEMENT BETWEEN THE CITY OF CUPERTINO AND STARTUP SPACE LLC FOR SOFTWARE-AS-A-SERVICE THIS AGREEMENT (“Agreement”), by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and Startup Space LLC a Limited Liability Company whose address is 2054 Heidelberg Ave., Dunedin, FL 34698 ("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 Startup Space relating to the City’s network. The full scope of services covered by this agreement is described in the attached Exhibit A: Service Level Agreement (the “SLA”). NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on the last date signed below (“Effective Date”). The term of this Agreement is 1 Year, 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 SLA (collectively “Services”), as described below. A. Responsibilities of Software Provider. Software Provider shall provide the software services as further described in the SLA. 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 or use of the Services, in hard copy Page 2 of 9 form or online (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. Equipment. If necessary to enable Software Provider to fulfill its obligations under the SLA, Software Provider shall, at its sole cost and expense, furnish all facilities, personnel and equipment to City necessary to provide the Services (the “Equipment”). City agrees, if necessary, to install the Equipment at the location(s) and in the manner specified by Software Provider and as directed by Software Provider. Any Equipment installed by City is a part of the Service and loaned to City by Software Provider, not sold. City agrees to return the Equipment to Software Provider at the termination of this Agreement in an undamaged condition, less ordinary wear and tear. 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 hereby grants City a license to use the Software and the Documentation for the permitted purpose of accessing the Services. E. Reservation of Rights and Data Ownership. City shall own all right, title, and interest in its data that is related to the services provided by this contract. Software Provider shall not access City user accounts or City data, except (1) as essential to fulfillment of the objectives of this Agreement, (2) in response to service or technical issues, or (3) at City’s written request. F. Data Protection. In carrying out the Services, Software Provider shall endeavor to protect the confidentiality of all confidential, non-public City data (“City Data”) as follows: 1. Implement and maintain appropriate security measures to safeguard against unauthorized access, disclosure, or theft of 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. 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, 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, including, without limitation, (c) the Software and access to the Services are licensed on a subscription basis, not sold, and City acquires no ownership or other Page 3 of 9 interest in or to the Services, the Software, or the Documentation other than the 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 Service 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 immediately 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. Software Provider shall contact City upon receipt of any electronic discovery, litigation holds, discovery searches, and expert testimonies related to City Data. Software Provider shall not respond to subpoenas, service of process, and other legal requests related to City without first notifying 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 (with agreed-upon maintenance downtime). M. Subcontractor Disclosure. Software Provider shall identify all of its strategic business partners related to services provided under this Agreement, including all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with Software Provider, and who shall be involved in any application development and/or operations. 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 with and adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101). P. Web Services. Software Provider shall use Web services exclusively to interface Page 4 of 9 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 ($25,000.00)dollars. 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 according to the following schedule of milestones/deliverables: Milestone/Deliverable Total Amount Contract Execution 2,500.00 Resource Compass: •Asset Mapping: Add a curated list of service providers in Cupertino that support small businesses and creating a resource map • Onboard of resource providers and giving the access to their listing •Track and report on utilization of the resource map by small businesses •Integrate with existing city website and other stakeholder platforms 9,000.00 Small Business Database: • Upload all small businesses to the platform • Create a baseline of the health of the small businesses • Use surveys to update business information periodically • Generate real time analytics and dashboards to track jobs created, number of business starts, and other metrics 9,000.00 System of Record: • Use the system to track small business engagement with economic development team • Use the system to manage and track technical assistance delivery • Platform serve as single source of truth on the health of the small businesses 4,500.00 - 25,000.00 City shall pay Contractor within thirty (30) days after receipt of Service Provider’s invoice. City shall return to Contractor 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, Page 5 of 9 qualifications, and approvals of whatsoever nature which are legally required to carry out 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 co nsent 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 his/her 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 thi s 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 this 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. Page 6 of 9 11. DUTY TO INDEMNIFY AND HOLD HARMLESS Software Provider shall indemnify, defend, and hold harmless City and its officers, officials, agents, employees, and volunteers from and against any and all liability, claims, actions, causes of action, or demands whatsoever against any of them, 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 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. Provider 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. 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 Page 7 of 9 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. 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: Startup Space LLC 2054 Heidelberg Ave Dunedin, FL 34698 Attention: David Ponraj 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 the time specified and according to the requirements set forth in City’s written notice of default, 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. The City Manager or her designee shall also have the option, at her sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice Page 8 of 9 to Software Provider as provided herein. 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. C. Handling of City Data. In the event of a termination of this Agreement, Software Provider shall implement an orderly return of City data in a CSV or another mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of City data. 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. City shall be entitled to any post-termination assistance generally made available with respect to the Services; unless a unique data retrieval arrangement has been established as part of the SLA. 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, (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 SLA. In the event of any breach of section (iii), 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. Page 9 of 9 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. 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 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 any Service Level Agreement, 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By ___________________ Title ___________________ Date __________________ APPROVED AS TO FORM: _________________________ Christopher D. Jensen City Attorney ATTEST: __________________________ City Clerk __________________________ Date SOFTWARE PROVIDER Startup Space LLC By ___________________ Title ___________________ Date __________________ CEO Aug 16, 2022 Christopher D. Jensen GIS Manager Aug 17, 2022 Aug 17, 2022 Page 1 Startup Space Service Level Agreement Exhibit A Startup Space will perform the following services (collectively the “Services”) on behalf of the Customer: ● Gold Level offering with one Hub on the Startup Space Platform ● Unlimited licenses for individual users as part of Community Hub ● Custom ad hoc reporting for impact reports, grant submissions and fundraising ● Access to all standard Startup Space features including Connect Now, Resource Compass, Knowledge Center, Webinars, Events, Stories, Job Board, and Surveys ● Access to Mentorship, Coworking Space and Cohort Management features ● Integration with external websites and other platforms ● Library of technology and onboarding support videos ● Free Ecosystem Mapping with Assessment report on resource gaps ● Limited platform customization (website skins, metric dashboards, custom tools/features, etc.) ● 48 hours of administrative support per month for 3 months, then 10 hours per month ● Includes data entry, content management, training, onboarding, and planning Milestones Milestone/Details Date Amount Contract Execution August 2022 $2,500 Resource Compass: •Asset Mapping: Add a curated list of service providers in Cupertino that support small businesses and creating a resource map • Onboard of resource providers and giving the access to their listing •Track and report on utilization of the resource map by small businesses Sept. 2022 $9,000 Page 2 •Integrate with existing city website and other stakeholder platforms Small Business Database: • Upload all small businesses to the platform • Create a baseline of the health of the small businesses • Use surveys to update business information periodically • Generate real time analytics and dashboards to track jobs created, number of business starts, and other metrics Dec. 2022 $9,000 System of Record: • Use the system to track small business engagement with economic development team • Use the system to manage and track technical assistance delivery • Platform serve as single source of truth on the health of the small businesses March 2023 $4,500 In consideration for the Services provided, Customer shall pay based on schedule above. 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 Consultant’s Commercial General Liability and Cyber Liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage: Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self- insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of 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 subconsultants. 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 proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Software Provider’s policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). Contract No. ________ 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, Cit y 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 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. Page 2 of 3 Contract No. ________ Page 3 of 3 4. SUBCONTRACTORS Software Provider shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. 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 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. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/05/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS 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). PRODUCER NUTMEG INS AGENCY INC/PHS 76210775 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (888) 925-3137 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED STARTUP SPACE LLC 2054 HEIDELBERG AVE DUNEDIN FL 34698-2332 INSURER A : Hartford Underwriters Insurance Company 30104 INSURER B : Hartford Fire Insurance Company 19682 INSURER C : Hartford Casualty Insurance Company 29424 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: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, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY)LIMITS A COMMERCIAL GENERAL LIABILITY X 76 SBU AT4X1U 08/04/2022 08/04/2023 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 X POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: A AUTOMOBILE LIABILITY 76 SBU AT4X1U 08/04/2022 08/04/2023 COMBINED SINGLE LIMIT (Ea accident)$2,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A 76 WEG AT5AEC 08/04/2022 08/04/2023 X PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 B FailSafe Technology Errors or Omissions Liability 76 SBU AT4X1U 08/04/2022 08/04/2023 Each Wrongful Act Aggregate Limit $1,000,000 $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Certificate holder is an additional insured per the Business Liability Coverage Form SL3032 attached to this policy. CERTIFICATE HOLDER CANCELLATION The City of Cupertino, its City Council officers, officials, employees, agents, servants and volunteers 10300 TORRE AVE CUPERTINO CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD 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 EMBROKER 08/05/2022 Embroker Insurance Services LLC 24 Shotwell Street San Francisco, CA, 94103 8444362765 certificates@embroker.com Startup Space LLC 2054 Heidelberg Ave Dunedin, FL, 34698 CLEAR BLUE SPECIALTY INS CO 37745 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Ave Cupertino, CA, 95014 CLEAR BLUE SPECIALTY INS CO, NAIC# 37745 Technology And Media Errors And Omissions - AX01-5180-01, 08/05/2022 - 08/05/2023 Aggregate $1,000,000.00 Evidence of Coverage SCPHS015 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 August 8, 2022 STARTUP SPACE LLC 2054 HEIDELBERG AVE DUNEDIN FL 34698 Policy Information: Policy Number:76 WEG AT5AEC Contact Us Visit https://business.thehartford.com 24/7 access to pay bills, view policy documents, get your certificate of insurance and more. Need Help?Start a live chat online or call us at (888) 925-3137.We’re here weekdays from 8:00 AM to 8:00 PM ET INSURANCE ENDORSEMENT ATTACHED *** PLEASE REVIEW THE CHANGE *** Enclosed is an endorsement for your business insurance policy.Please review it at your convenience.If you have questions or need to make further changes, Please contact us. Thank you for allowing us to service your business needs. Sincerely, Your Hartford Service Team THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 99 00 06 A (1)Printed in U.S.A.Page 1 Process Date:08/08/22 Policy Expiration Date:08/04/23 CHANGE IN INFORMATION PAGE INSURER:Hartford Casualty Insurance Company NCCI Company Number:14397 Audit Period:ANNUAL Policy Effective Date:08/04/22 Policy Expiration Date:08/04/23 Policy Number:76 WEG AT5AEC Endorsement Number:2 Effective Date:08/08/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STARTUP SPACE LLC 2054 HEIDELBERG AVE DUNEDIN FL 34698 FEIN Number:83-0709571 Producer Name:NUTMEG INS AGENCY INC/PHS Producer Code:76210775 It is agreed that the policy is amended as follows: This is NOT a bill.However, any changes in your premium will be reflected in your next billing statement.You will receive a separate bill from The Hartford. In consideration of no change in premium, it is agreed that: Policy is amended to add the following condition(s): Waiver of Our Right to Recover from Others Endorsement Policy is amended to delete the following condition(s): Waiver of Our Right to Recover from Others Endorsement Policy is amended to revise the following Endorsement Forms reflecting the changes made to your policy. WC000313 WC990006A(.1P) WC990006A(.2) CHANGE IN INFORMATION PAGE (Continued) Policy Number: 76 WEG AT5AEC SCHEDULE IT IS AGREED THAT THE POLICY IS AMENDED AS FOLLOWS: CLASS CODE NUMBER AND DESCRIPTION ESTIMATED TOTAL ANNUAL REMUNERATION RATES PER 100 OF REMUNERATION ESTIMATED ANNUAL PREMIUMS Form WC 99 00 06 A (1)Printed in U.S.A.Page 2 Process Date:08/08/22 Policy Expiration Date:08/04/23 FL Total State Summary Waiver charge 0.00 250 Waiver charge 0.00 0.020000 -250 Florida Total Cost 0 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:08/08/22 Policy Expiration Date:08/04/23 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number:76 WEG AT5AEC Endorsement Number:2 Effective Date:08/08/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:STARTUP SPACE LLC 2054 HEIDELBERG AVE DUNEDIN FL 34698 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 10300 Torre Avenue, Cupertino, CA 95014-3202 001 Policy Change: Business Owner’s Policy Form SC 00 06 10 18 Page 1 of 3 Process Date:08/08/2022 © 2018, The Hartford Policy Expiration Date:08/04/2023 (May include copyrighted material of Insurance Services Office, Inc., with its permission) Policy Number:76 SBU AT4X1U Policy Period:08/04/2022 to 08/04/2023 Named Insured and Mailing Address: STARTUP SPACE LLC, Economic Impact Catalyst, 2054 HEIDELBERG AVE, DUNEDIN, FL 34698-2332 Policy Change Number:1 Policy Change Effective Date:08/08/2022, Effective hour is the same as stated in the Declarations Page of the Policy. Insurer: Hartford Underwriters Insurance Company, a property and casualty company of The Hartford One Hartford Plaza, Hartford, CT 06155 Name of Agent/Broker: NUTMEG INS AGENCY INC/PHS 8711 UNIVERSITY DRIVE EAST CHARLOTTE, NC 28213 Code:76210775 Coverage Parts Affected: Liability Common This is NOT a bill.However,any changes in your premium will be reflected in your next billing statement.You will receive a separate bill from The Hartford.If you are enrolled in repetitive EFT draws from your bank account, changes in premium will change future draw amounts. As a result of the changes described herein, there is an additional premium in the amount of:$24 *Price is subject to fees and surcharges Countersigned by:08/08/2022 Authorized Representative Date Policy Change: Business Owner’s Policy Form SC 00 06 10 18 Page 2 of 3 Process Date:08/08/2022 © 2018, The Hartford Policy Expiration Date:08/04/2023 (May include copyrighted material of Insurance Services Office, Inc., with its permission) The following Additional Insured has been added as an Additional Insured - Designated Person or Organization. Additional Insured Name Cupertino CITY HALL , 10300 Torre Avenue, CUPERTINO, CA 95014 Policy is amended to add the following Endorsement Forms reflecting the changes made to your policy. FORM NUMBER FORM NAME COVERAGE PART SC 00 06 10 18 POLICY CHANGE Common SL 30 42 10 18 ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION Liability Policy is amended to revise the following Endorsement Forms reflecting the changes made to your policy. FORM NUMBER FORM NAME COVERAGE PART SC 00 02 10 18 SPECTRUM SUPPLEMENTAL SCHEDULE OF AUDITABLE COVERAGES Common Premium associated with this Policy Change has pro rata factor 0.989. Fees and Surcharges Form SC 00 06 10 18 Page 3 of 3 Process Date:08/08/2022 © 2018, The Hartford Policy Expiration Date:08/04/2023 (May include copyrighted material of Insurance Services Office, Inc., with its permission) States laws and regulations may require you to pay taxes, fees, surcharges or other costs.We’ve listed those charges impacted by the changes made to your policy below. DESCRIPTION COST Florida Fire (College) Marshal $0.02 2022-1 FIGA Assessment Surcharge $0.48 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SC 00 02 10 18 Page 1 of 2 Process Date:08/08/2022 © 2018, The Hartford Policy Expiration Date:08/04/2023 (May include copyrighted material of Insurance Services Office, Inc., with its permission) SPECTRUM SUPPLEMENTAL SCHEDULE OF AUDITABLE COVERAGES This schedule reflects only those classes and/or coverages that are subject to audit. POLICY NUMBER:76 SBU AT4X1U Revised:08/08/2022 Entries herein,except as specifically provided elsewhere in this policy,do not modify any of the other provisions of this policy. Auditable Coverage Description: LOC 1, BLDG 1: 2054 HEIDELBERG AVEDUNEDIN,FL 34698-2332 Class Code: 11171 Class Code Description: Software, Internet, Application & Web Design Coverage Description Rating Basis Exposure Final Rate Data Breach First Party Sales 1,500,000 0.583000 Data Breach Third Party Sales 1,500,000 0.402000 Liability and Med Exp (Premises/Completed Operations) Sales 1,500,000 0.020000 Products - Completed Operations Sales 1,500,000 0.009000 Technology Services Coverage Extension Plus PremOps Sales 1,500,000 0.001000 Technology Services Coverage Extension Plus Product Sales 1,500,000 0.001000 Data Breach First Party Sales 1,500,000 0.583000 Data Breach Third Party Sales 1,500,000 0.402000 Liability and Med Exp (Premises/Completed Operations) Sales 1,500,000 0.020000 Products - Completed Operations Sales 1,500,000 0.009000 Technology Services Coverage Extension Plus PremOps Sales 1,500,000 0.001000 Technology Services Coverage Extension Plus Product Sales 1,500,000 0.001000 LOC 1, BLDG 1: 2054 HEIDELBERG AVEDUNEDIN,FL 34698-2332 Class Code: 11171 Class Code Description: Software, Internet, Application & Web Design Coverage Description Rating Basis Exposure Final Rate Data Breach First Party Sales 1,500,000 0.583000 Data Breach Third Party Sales 1,500,000 0.402000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SC 00 02 10 18 Page 2 of 2 Process Date:08/08/2022 © 2018, The Hartford Policy Expiration Date:08/04/2023 (May include copyrighted material of Insurance Services Office, Inc., with its permission) Coverage Description Rating Basis Exposure Final Rate Liability and Med Exp (Premises/Completed Operations) Sales 1,500,000 0.020000 Products - Completed Operations Sales 1,500,000 0.009000 Technology Services Coverage Extension Plus PremOps Sales 1,500,000 0.001000 Technology Services Coverage Extension Plus Product Sales 1,500,000 0.001000 Data Breach First Party Sales 1,500,000 0.583000 Data Breach Third Party Sales 1,500,000 0.402000 Liability and Med Exp (Premises/Completed Operations) Sales 1,500,000 0.020000 Products - Completed Operations Sales 1,500,000 0.009000 Technology Services Coverage Extension Plus PremOps Sales 1,500,000 0.001000 Technology Services Coverage Extension Plus Product Sales 1,500,000 0.001000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 42 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C. WHO IS AN INSURED: Designated Person Or Organization a.The person(s)or organization(s)shown in the Declarations as Additional Insured –Designated Person Or Organization is also an additional insured,but only with respect to liability for “bodily injury”,“property damage”or “personal and advertising injury”caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In the performance of your ongoing operations; or (2)In connection with your premises owned by or rented to you. b.If coverage provided to these additional insureds is required by a written contract or written agreement,or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision,the insurance afforded to these additional insureds will not be broader than that which you are required by the contract, agreement, or permit to provide for these additional insureds. c.The insurance afforded to these additional insureds only applies to the extent permitted by law. B.With respect to the insurance afforded such additional insured(s)by this endorsement,the following additional exclusion is added to Section B. EXCLUSIONS: This insurance does not apply to “bodily injury”or “property damage”included within the “products-completed operations hazard”. SaaS Agreement with Startup Space Final Audit Report 2022-08-17 Created:2022-08-16 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAH6xB6_uOZlNsNh_mYVfB5BZPYav6J84k "SaaS Agreement with Startup Space" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-08-16 - 5:01:45 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2022-08-16 - 5:05:45 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2022-08-16 - 5:06:07 PM GMT- IP address: 69.181.110.140 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2022-08-16 - 5:07:40 PM GMT - Time Source: server- IP address: 69.181.110.140 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-08-16 - 5:07:43 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-08-16 - 6:01:15 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to davidponraj@eicatalyst.com for signature 2022-08-16 - 6:01:19 PM GMT Email viewed by davidponraj@eicatalyst.com 2022-08-16 - 6:37:42 PM GMT- IP address: 74.125.215.38 Signer davidponraj@eicatalyst.com entered name at signing as David Ponraj 2022-08-16 - 6:38:42 PM GMT- IP address: 70.63.16.104 Document e-signed by David Ponraj (davidponraj@eicatalyst.com) Signature Date: 2022-08-16 - 6:38:44 PM GMT - Time Source: server- IP address: 70.63.16.104 Document emailed to Tina Kapoor (tinak@cupertino.org) for approval 2022-08-16 - 6:38:46 PM GMT Email viewed by Tina Kapoor (tinak@cupertino.org) 2022-08-16 - 11:48:45 PM GMT- IP address: 172.226.212.6 Document approved by Tina Kapoor (tinak@cupertino.org) Approval Date: 2022-08-17 - 6:43:57 PM GMT - Time Source: server- IP address: 24.4.75.22 Document emailed to christopherj@cupertino.org for signature 2022-08-17 - 6:44:00 PM GMT Email viewed by christopherj@cupertino.org 2022-08-17 - 6:53:41 PM GMT- IP address: 104.28.124.98 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-08-17 - 6:54:26 PM GMT- IP address: 64.165.34.3 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-08-17 - 6:54:27 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Teri Gerhardt (terig@cupertino.org) for signature 2022-08-17 - 6:54:30 PM GMT Email viewed by Teri Gerhardt (terig@cupertino.org) 2022-08-17 - 6:55:18 PM GMT- IP address: 104.47.74.126 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2022-08-17 - 6:55:43 PM GMT - Time Source: server- IP address: 73.231.141.55 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-08-17 - 6:55:45 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-08-17 - 6:57:45 PM GMT- IP address: 172.226.36.11 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-08-17 - 6:57:59 PM GMT - Time Source: server- IP address: 172.226.36.94 Agreement completed. 2022-08-17 - 6:57:59 PM GMT