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22-057 Placeworks Inc for Marina Plaza Mixed Use Project
Marina Plaza Mixed Use Project Page 1 of 9 Professional/Consulting Contracts /Version: October 2021 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and PLACEWORKS, INC (“Contractor”), a Corporation for Marina Plaza Mixed Use Project, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2023 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 2023. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $66,815.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending Marina Plaza Mixed Use Project Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Marina Plaza Mixed Use Project Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Marina Plaza Mixed Use Project Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor mu st accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in Marina Plaza Mixed Use Project Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employe es performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. Marina Plaza Mixed Use Project Page 6 of 9 Professional/Consulting Contracts /Version: October 2021 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Jeff Tsumura as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Terri McCracken as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of Marina Plaza Mixed Use Project Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of ever y kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Marina Plaza Mixed Use Project Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Jeff Tsumura Email: JeffreyMT@cupertino.org To Contractor: PLACEWORKS, INC. 3 MacArthur Place, Suite 1100 Santa Ana, CA 92707 Attention: Terri McCracken Email: tmccracken@placeworks.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date Associate Principal Terri McCracken Apr 20, 2022 Benjamin Fu Director of Community Development Apr 26, 2022 Marina Plaza Mixed Use Project Page 9 of 9 Professional/Consulting Contracts /Version: October 2021 APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Christopher D. Jensen Apr 26, 2022 March 17, 2022 | Page 1 March 17, 2022 Jeff Tsumura, Associate Planner City of Cupertino Planning Department 10300 Torre Avenue Cupertino, CA 95014 Re: Proposal to Prepare the CEQA Evaluation for the new Marina Plaza Mixed-Use Project Dear Mr. Tsumura: Please accept our attached submittal as PlaceWorks’ proposal to prepare the environmental review for the modified Marina Plaza Mixed-Use Project. This proposal was prepared in response to the City’s email on January 10, 2022 and updated project materials provided on March 7, 2022. PROJECT UNDERSTANDING De Anza Venture, LLC, the project applicant, is proposing a revised mixed-use project at 10118-10122 Bandley Drive and 10145 North De Anza Boulevard that was previously approved by the City of Cupertino (City). The project site is still currently occupied by the Marina Plaza commercial development. This approximately 5-acre project site is located within a Valley Transportation Authority (VTA) Mixed-Use Corridor Priority Development Area (PDA) and is in close proximity to VTA bus routes along Alves Drive, Stevens Creek Boulevard, and De Anza Boulevard. The modified Marina Plaza Mixed-Use Project (Modified Project) varies from the previous mixed-use project that was the subject of the IS/MND that was approved by the City in September 2016 (State Clearinghouse No. 2016052006) (Approved Project). The primary changes between the Approved Project and the Modified Project proposals are the removal of the hotel component, an increase in the number of residential units, and an increase in building height. Both proposals would involve demolishing the two existing commercial buildings (existing Marina Plaza Retail Shopping Center) totaling approximately 49,140 square feet and redeveloping the project site. Based on these changes, our proposal includes the preparation of an Addendum to the Initial Study and Mitigated Negative Declaration (IS/MND) or a Subsequent IS/MND for the Modified Project. CEQA Guidelines allow for the completion of either an Addendum to a MND or Subsequent MND when changes outside the scope of the Approved Project are proposed and were not covered in the original MND (State CEQA Guidelines 15162, 15164). Future development on the site was evaluated in the General Plan EIR as Housing Element Site 14 (Marina Plaza). Table 1, General Plan EIR and Project Comparisons, provides a comparison of the potential development considered for the project site at both the program- and project-level. The General Plan EIR evaluated the site with a General Plan Land Use designation of Commercial/Residential/Office and a zoning designation of Planned Development with General Commercial and Residential (P(CG, Res)). No changes to the General Plan Land Use designation or Zoning District were considered for the Approved Project nor would a change be required under the Modified Project. March 17, 2022 | Page 2 TABLE 1 GENERAL PLAN EIR AND PROJECT COMPARISONS General Plan EIR a Approved Project Modified Project Difference between Approved and Modified Project Total Development Potential Residential Up to 232 units Up to 188 units Up to 206 units +18 units Commercial 793,270 sf in the HOC Special Area 22,593 sf 40,913 sf +18,320 sf Hotel 122-rooms in the HOC Special Area 122 rooms 0 -122 hotel rooms Vehicular Parking -- 369 residential 121 hotel 190 commercial (680 total spaces) 367 residential 0 hotel 270 commercial (637 total spaces) -2 residential -122 hotel +80 commercial (-43 total spaces) Density 40 du/ac b 37 du/ac c 40 du/ac d +3 du/ac Building Height Building A 60 feet, or 75 feet with retail development 45 feet (4 stories) 55 feet (5 stories) +10 feet (estimate) Building B 45 feet (4 stories) No change Building C 45 feet (5 stories) +10 feet (estimate) Residential Population e 682 541 593 +52 Employees Commercial f 1,763 in the HOC Special Area 51 91 +40 Hotel 13 for the HOC Special Area 13 0 -13 Total Employees 64 91 +27 Notes: sf = square feet; HOC = Heart of the City a. Certified General Plan Amendment, Housing Element Update, and Associated Rezoning EIR and Addenda, State Clearinghouse Number 2014032007. December 2014, October 2015, August 2019, December 2019. b. Chapter 2, Planning Areas, page PA-22 and PA-23; Chapter 3, Land Use and Community Design Element, page LU-16 and LU-17. c. 188 dwelling units / 5.12 acres = 36.72 du/ac d. 206 dwelling units / 5.12 acres = 40.23 du/ac e. Estimates are based on the Association of Bay Area Governments 2019 projections that show an average household size of 2.87 persons for Cupertino in 2020. This is the standard approach for population estimates in Cupertino. Note that the 2.94 persons per household rate for year 2040 was applied in the General Plan EIR. f. The General Plan EIR applied a generation rate of 450 square feet of commercial space per employee and 0.3 jobs per room. Source: City of Cupertino and PlaceWorks, 2022. The Approved Project proposed to redevelopment the site with a hotel (Building A) and two mixed-use buildings (Buildings B and C) as follows: Building A. 122 hotel rooms and open space along De Anza Boulevard with outdoor seating and terraces, among other amenities Building B. 108 apartments with a gross residential area of 111,346 square feet and 17,864 square feet of commercial space on the ground floor Building C. 80 apartments with a gross residential area of 79,813 square feet and 4,729 square feet of commercial space on the ground floor March 17, 2022 | Page 3 The Modified Project also includes developing the project site with three new buildings, but would not include a hotel. The three proposed buildings would include a combined total of up to 206 “for-sale” residential condominium units and approximately 41,000 square feet of commercial space for retail and restaurant use. The retail and restaurant uses would be on the street level ground floor, with adjacent street level parking. The parking would meet current City of Cupertino Municipal Code requirements with 367 parking spaces for the residential units and 270 parking spaces for the retail and restaurant uses. The Modified Project would make use of a density bonus for a 1:1 slope line, building height increases, and setback reductions. Scope of Work Task A. Project Initiation 1.Project Kickoff and Project Description PlaceWorks will participate in a kick-off meeting with the City to review the scope of work, available information, schedule, and work products. This scope of work assumes this meeting will be conducted as a virtual meeting/conference call. Following the kick-off meeting and submittal of the final project materials, PlaceWorks will prepare a detailed, yet brief, project description of the Modified Project. 2.Project Management and Status Meetings Terri McCracken, Principal-in-Charge, will oversee all aspects of the project. She will participate in all meetings and review all drafts of the environmental review document. Allison Dagg, Project Manager, will serve as the day-to-day contact for project management and will be responsible for managing the budget, schedule, and overall team coordination throughout the preparation of the environmental review document. We propose that a status meeting be held at a regular time interval from project start-up through publication of the environmental review document in order to maintain close, effective communication between project team members and to resolve any unforeseen issues in a timely manner. PlaceWorks staff will set up a video conference call at the appointed time, City staff and PlaceWorks’ team members will call in to discuss and resolve any obstacles to progress. PlaceWorks staff will prepare and maintain a project schedule. The status meetings are intended to be focused discussions bringing together City staff, PlaceWorks, and other team members as needed. The status meetings would be in addition to regular email and phone communication between project team members. Task B. Environmental Review 1.Administrative Draft Initial Study As shown in Table 1, the changes to the Approved Project are not substantially different from the Modified Project. PlaceWorks proposes to prepare an updated Initial Study checklist that builds off of the approved IS/MND to address the potential environmental impacts related to the Modified Project that will result in either an Addendum to the Approved IS/MND or a Subsequent IS/MND. The CEQA Guidelines Appendix G, Environmental Checklist Form, will serve as the basis for the environmental analysis and will include quantitative discussions for each of the CEQA-required topical areas applicable to the Modified Project. Exhibit A March 17, 2022 | Page 4 Transportation Analysis Vehicle Miles Traveled A vehicle miles traveled (VMT) analysis consistent with the City’s VMT policy that was adopted on February 16, 2021 would not be required based on the following assumptions: High-Quality Transit Stop. Based on the screening criteria for sites located within 0.25-miles of “high-quality” or “major” transit stop as defined by CEQA Guidelines Section 15191.1 Accordingly, the mixed-use component of the Modified Project is expected to result in a less-than-significant VMT impact and is assumed to be exempt from preparing a VMT analysis. Nearby transit services are shown in Table 2, Existing Transit Service, as well as the destinations, distance to the project site, hours/days of operation, and service frequencies for transit services within walking distance. TABLE 2 EXISTING TRANSIT SERVICE Routes From To Distance to Nearest Stop a Weekdays Operating Hours b Peak Headway c VTA Local Bus Routes 23 De Anza College Alum Rock Transit Center 0.10 miles 5:30 am to 1:00 am 10 minutes 25 De Anza College Alum Rock Transit Center 0.10 miles 5:00 am to 11:30 pm 10 minutes 51 Moffett Field/Ames Center West Valley College 0.10 miles 6:07 am to 6:18 pm 60 minutes 51H Moffett Field/Ames Center West Valley College 0.10 miles 7:00 am to 6:48 pm 60 minutes d 55 De Anza College Great America Parkway 0.10 miles 5:30 am to 11:00 pm 30 minutes 523 San Jose State Lockheed Martin via De Anza College 0.13 miles 6:09 am to 10:14 pm 28 minutes Notes: AM = morning commuter period; PM = evening commute period; VTA = Santa Clara Valley Transportation Authority. These are preliminary estimates for the purpose of this scope of work. a. Measured from furthest point of project site at Alves Drive and South De Anza Boulevard. b. Operating hours consider earliest and latest stop at each bus lines closest stop to the project site. c. Headways are defined as the time interval between two transit vehicles traveling in the same direction over the same route. d. Gap in service on the 51H route between 9:37 am and 3:05 pm. Source: PlaceWorks, 2021. High-Quality Transit Corridor2 The City of Cupertino developed methods and significance thresholds for analyzing VMT under CEQA. Based on the City’s adopted thresholds, the proposed project is in a high-quality transit corridor and would not require a VMT analysis. Retail Component. Based on the screening criteria for local-serving retail development, the retail component of the project is expected to result in a less-than-significant VMT impact since it would be less than 50,000 square feet in size. As shown in Table 1, the Modified Project includes approximately 41,000 square feet of commercial space. Therefore, the commercial component of the project is assumed to be exempt from preparing a VMT analysis. 1 CEQA Guidelines defines a “major transit stop” as a site containing an existing rail transit station, a ferry terminal served by either a bus or rail transit service, or the intersection of two or more major bus routes with a frequency of service interval of 15 minutes or less during the morning and afternoon peak commute periods. 2 Public Resources Code, Section 21155 (“For purposes of this section, a high-quality transit corridor means a corridor with fixed route bus service with service intervals no longer than 15 minutes during peak commute hours.”) March 17, 2022 | Page 5 Trip Generation Estimates PlaceWorks understands that under a separate contract with the City, a Transportation Impact Analysis (TIA) will be prepared by the applicant. It is anticipated that trip generation from the Modified Project would be less than that of the Approved Project due to the removal of the hotel component. PlaceWorks will incorporate all relevant components of the City-approved TIA into the transportation section of the new Initial Study. The TIA will be included as an appendix to the new Initial Study. Technical Studies PlaceWorks will provide updated technical analysis for air quality, construction health risk, greenhouse gas emissions, and noise that reflects the Modified Project and current standards. All technical analysis will be appended to the Initial Study. Deliverables: Administrative Draft Initial Study in Word and PDF files and technical reports as appendices in PDF files 2.Screencheck and Final Initial Study Using one set of consolidated comments from the City on the Administrative Draft Initial Study from Task B.1, PlaceWorks will prepare a Screencheck Initial Study for review by the City. Following the City’s review of the Screencheck, PlaceWorks will prepare a Final Initial Study. This task assumes that comments received on the Screencheck Initial Study will be minimal and require minor textual edits or revision. Deliverables: Screencheck and Final Initial Study in Word and PDF files 3.Mitigation Monitoring or Reporting Program Concurrent with the preparation of the Initial Study, we will prepare a Mitigation Monitoring or Reporting Program (MMRP) for the mitigation measures included in the Initial Study pursuant to the City’s policies and procedures. The MMRP, shown in tabular form, will identify responsibility for implementing and monitoring each mitigation measure, along with monitoring triggers and reporting frequencies. 4.Noticing If following the completion of the Initial Study it is determined that an Addendum to the Approved IS/MND is appropriate, PlaceWorks will draft a Notice of Determination for the City to file with the County Clerk. See Task B.6. If following the completion of the Initial Study it is determined that a Subsequent IS/MND is appropriate, PlaceWorks will draft a Notice of Intent (NOI) of an MND pursuant to CEQA Guidelines, Section 15072. PlaceWorks will work together with the City to prepare a master distribution list. PlaceWorks staff will be responsible for circulation to the State Clearinghouse, and mailings to local, regional, and state agencies. City staff will be responsible for local noticing. Exhibit B March 17, 2022 | Page 6 5.Public Review and Response to Comments If a Subsequent IS/MND is prepared, a 20-day public review period is appropriate under CEQA because it is anticipated that the notification of a State Agency(s) will not be necessary. Following the close of the public review period, PlaceWorks will respond to substantive comments received on the Subsequent IS/MND in a memorandum form. This scope of work includes 10 hours of staff time to respond to comments in an Administrative Draft Response to Comments Memorandum. If an unforeseen amount of time is required to address comments received on the Subsequent IS/MND, a contract amendment will be required. We will prepare an Administrative Draft Response to Comments Memorandum for review by City staff. Based on City staff comments, we will complete revisions and deliver a Final Response to Comments Memorandum. 6.Approval Hearings and Notice of Determination Terri McCracken and/or Allison Dagg of PlaceWorks will participate in three (3) public hearings (Environmental Review Committee, Planning Commission, and City Council, if necessary) on the approval of the Modified Project and IS/MND. It is assumed that the ERC meeting will take place at the completion of the Initial Study but prior to the completion of either the Addendum or the Subsequent IS/MND. If during the ERC meeting the committee determines a different environmental review document (e.g., EIR) is required, our scope and schedule will be revised as required. Within five (5) days of approval of the project, PlaceWorks will prepare a Notice of Determination (NOD) for submittal to the County Clerk. City staff will submit the NOD to the County Clerk and pay all applicable filing fees at the time of posting. Our budget does not include payment of any filing fees. Schedule Our proposed schedules shown in Figure 1 illustrate the timeline for the environmental review document, which include two-week review periods for the City at each submittal phase. We anticipate that the environmental review document can be completed and filed within 7 months or less of receiving Notice to Proceed from the City and all required data from the City’s preferred transportation consultant and construction data from the project applicant. This schedule is also dependent on the timing of approval hearings scheduled by the City. We believe this schedule is in keeping with your needs, but we are happy to revise it if necessary. Cost Estimate As shown in Table 3, Cost Estimate, the estimated cost is based on completing the larger scope of work for the Subsequent IS/MND described in this proposal, which is $58,100. Note that this cost will be less if the Addendum is determined to be the appropriate document. The fee estimate also includes a 15 percent contingency of $8,715 fund to cover any unforeseen, out-of-scope work that might be necessary for the project, including attending in-person hearings as the shelter-in-place conditions change. With the contingency the total estimated cost is $66,815. PlaceWorks will complete the work presented in this scope of work for a fixed fee not to exceed this amount. PlaceWorks bills for its work on a time-and-materials basis with monthly invoices. Exhibit C March 17, 2022 | Page 7 Figure 1 Schedule Owner 4/1 4/8 4/15 4/22 4/29 5/6 5/13 5/20 5/27 6/3 6/10 6/17 6/24 7/1 7/8 7/15 7/22 7/29 8/5 8/12 8/19 8/26 9/2 9/9 9/16 9/23 9/30 10/7 10/14 10/21 10/28 City City/PlaceWorks City/PlaceWorks City/PlaceWorks City/PlaceWorks City/PlaceWorks City/PlaceWorks City/PlaceWorks City/PlaceWorks Meeting Days/Time/Location City City Observed Holidays PlaceWorks Fehr & Peers Meetings and Hearings Review Periods April May Key: City Council: 1st and 3rd Tuesday at 6:45 p.m. (Virtual or Community Hall Council Chamber) Administrative Draft Initial Study Project Management and Status Meetings Approval Hearings and Notice of Determination Screencheck and Final Initial Study Planning Commission: 2nd and 4th Tuesday at 6:45 p.m. (Virtual or Community Hall Council Chamber) Environmental Review Committee: 1st and 3rd Thursday at 9:30 a.m. (Virtual or Conference Room C) Public Review and Response to Comments Task Issue Notice to Proceed Task B. Environmental Review Task A. Project Initiation Kick-Off Meeting and Project Description October 2022 September MMRP Notices June AugustJuly March 17, 2022 | Page 8 Table 3 Cost Estimate McCracken Dagg Vang Bush Carman WP/ CLERICAL Associate Principal Associate Senior Associate Senior Engineer Senior Associate Hourly Rate:$230 $155 $205 $185 $225 $140 $115 TASK A. Project Initiation 1 Kick-Off Meeting and Project Description 2 4 6 2 14 $43 $2,193 2 Project Management and Status Meetings 8 14 22 $80 $4,090 Task A. Subtotal 10 18 0 0 0 6 2 36 $123 $6,283 TASK B. Environmental Review 1 Administrative Draft Initial Study 12 20 6 35 8 125 4 210 $667 $33,992 2 Screencheck and Final Initial Study 8 16 2 2 2 24 2 56 $183 $9,323 3 Mitigation Monitoring and Reporting Program 1 2 4 7 $22 $1,122 4 Noticing 1 2 4 7 $22 $1,122 5 Public Review and Response to Comments 4 4 6 1 15 $50 $2,545 6 Approval Hearings and Notice of Determination 8 8 4 20 $73 $3,713 Task B. Subtotal 34 52 8 37 10 167 7 315 $1,017 $51,817 Labor Hours Total 44 70 8 37 10 173 9 351 Labor Dollars Total $10,120 $10,850 $1,640 $6,845 $2,250 $24,220 $1,035 $1,140 $58,100 PlaceWorks Percent of Total Labor 13% 20% 2% 11% 3% 49% 3% EXPENSES PlaceWorks Reimbursable Expenses $600 EXPENSES TOTAL $600 15% Contingency $8,715 GRAND TOTAL $66,815 Project Planner PLACEWORKS Total Task Budget PlaceWorks Hours PlaceWorks 2% Office Expenses March 17, 2022 | Page 9 Assumptions This scope of work and cost estimate assumes that: Our cost estimate includes the meetings described above. Additional meetings would be billed on a time-and-materials basis. Terri McCracken will participate in all project meetings and other public meetings. All final products will be submitted to the City in Word and PDF format. Additional printing costs will be billed at PlaceWorks actual cost. City staff will be responsible for meeting logistics, including schedule coordination, document production, printing notices, mailing costs, room reservations, room set-up and take-down, and refreshments. ACKNOWLEDGEMENT This proposal shall remain valid for a period of 90 days from the time of submittal. As Associate Principal, I am authorized to bind PlaceWorks and the project team to the contents of this proposal. We look forward to working with you to bring about the successful completion of this project. If you have any questions regarding the contents of this proposal, please feel free to contact me. Respectfully submitted, PLACEWORKS Terri McCracken Associate Principal March 17, 2022 | Page 10 This page intentionally left blank. Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-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) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY B 5,000,000 EPK135992 Rosalynda Martinez 5,000,000 LOS-002212059-25 1,000,000 4,000,000 X 25674 4,000,000 of Marsh Risk & Insurance Services Irvine, CA 92614 N X Comp/Coll Deductibles BI & PD Ded. $5,000 07/01/2021 3 07/01/2022 07/01/2021 07/01/2022 BA1N96406A2143G Errors & Omissions-Claims Made B 5,000,000 5,000,000 Travelers Property Casualty Co. Of America 1,000,000 X A X Liability. Waiver of subrogation is applicable where required by written contract with respect to General and Auto Liability. 1,000 X 06/23/2021 07/01/2021 5,000,000 Re: IS/MND Cupertino CA The City of Cupertino, its city council, boards and commissioners, officers, employees, and volunteers are included as additional insured where required by written contract with respect to General and Auto Liability. X Contractors Pollution Cupertino, CA 95014 City of Cupertino This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract with respect to General X A CN115158923-01-01-21-22 Each Claim/Aggregate 5,000 07/01/2022 1,000,000 EX6J3287562143 Retro Dates: See 2nd Page 5,000,000 44520 50,000 1,000,000 07/01/2022 UB7K7286762143G 17901 Von Karman Avenue, Suite 1100 Marsh Risk & Insurance Services X (949) 399-5800; License #0437153 Attn: NewportBeach.CertRequest@marsh.com/F: 212-948-4323 3 MacArthur Place, Suite 1100 PlaceWorks, Inc Santa Ana, CA 92707 EPK135992 07/01/2021 10300 Toree Ave. X X 07/01/2021 B X 07/01/2022 Crum & Forster Specialty Insurance Co X Marina Plaza Mixed Use Project Final Audit Report 2022-04-26 Created:2022-04-20 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA9E2xFZAka-UBrUV-6c5OO3dZcQ1VkKEC "Marina Plaza Mixed Use Project" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-04-20 - 6:48:03 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-04-20 - 6:52:16 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-04-20 - 7:34:57 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Terri McCracken (tmccracken@placeworks.com) for signature 2022-04-20 - 7:34:59 PM GMT Email viewed by Terri McCracken (tmccracken@placeworks.com) 2022-04-20 - 7:35:42 PM GMT- IP address: 24.7.104.241 Document e-signed by Terri McCracken (tmccracken@placeworks.com) Signature Date: 2022-04-20 - 7:37:42 PM GMT - Time Source: server- IP address: 24.7.104.241 Document emailed to Christopher D. 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Jensen (christopherj@cupertino.org) Signature Date: 2022-04-25 - 4:55:32 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2022-04-25 - 4:55:34 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2022-04-25 - 8:43:32 PM GMT- IP address: 104.28.124.69 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2022-04-26 - 9:15:50 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-04-26 - 9:15:52 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-04-26 - 10:19:53 PM GMT- IP address: 104.47.73.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-04-26 - 10:20:02 PM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2022-04-26 - 10:20:02 PM GMT