CC 06-18-2024 Searchable Packet.pdf — Cupertino City Council, June 18, 2024 (part 3 of 3)

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Policy # 6801 H899998
occupational therapist or occupational
therapy assistant , physical therapist or
speech-language pathologist; or
b) First aid or " Good Samaritan services"
by any of your "employees" or "volunteer
workers", other than an employed or
volunteer doctor. Any such " employees"
or "volunteer workers" providing or failing
to provide first aid or "Good Samaritan
services" during their work hours for you
will be deemed to be acting within the
scope of their employment by you or
performing duties related to the conduct
of your business.

3. The following replaces the last sentence of
Paragraph 5. of SECTION Ill - LIMITS OF
INSURANCE:

For the purposes of determining the
applicable Each Occurrence Limit, all related
acts or omissions committed in providing or
failing to provide " incidental medical
services", first aid or " Good Samaritan
services" to any one person will be deemed
to be one "occurrence".

4. The following exclusion is added to
Paragraph 2., Exclusions, of SECTION I -

COVERAGES - COVERAGE A - BODILY

INJURY AND PROPERTY DAMAGE
LIABILITY:

Sale Of Pharmaceuticals
Bodily injury" or " property damage" arising
out of the violation of a penal statute or
ordinance relating to the sale of
pharmaceuticals committed by, or with the
knowledge or consent of the insured.

5. The following is added to the DEFINITIONS
Section:

Incidental medical services" means :
a. Medical, surgical , dental , laboratory, xray or nursing service or treatment, advice or instruction , or the related
furnishing of food or beverages; or
b. The furnishing or dispensing of drugs or
medical , dental , or surgical supplies or
appliances.

6. The following is added to Paragraph 4.b .,
Excess Insurance , of SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS :

This insurance is excess over any valid and
collectible other insurance , whether primary ,
excess , contingent or on any other basis ,

COMMERCIAL GENERAL LIABILITY
that is available to any of your " employees"
for "bodily injury" that arises out of providing
or failing to provide " incidental medical
services" to any person to the extent not
subject to Paragraph 2.a.(1) of Section II -
Who Is An Insured.

K. MEDICAL PAYMENTS - INCREASED LIMIT
The following replaces Paragraph 7. of
SECTION Ill - LIMITS OF INSURANCE :

7. Subject to Paragraph 5. above, the Medical
Expense Limit is the most we will pay under
Coverage C for all medical expenses
because of "bodily injury" sustained by any
one person, and will be the higher of:
a. $ 10,000; or
b. The amount shown in the Declarations of
this Coverage Part for Medical Expense
Limit .

L. AMENDMENT OF EXCESS INSURANCE

CONDITION - PROFESSIONAL LIABILITY
The following is added to Paragraph 4.b.,
Excess Insurance, of SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

This insurance is excess over any of the other
insurance, whether primary , excess , contingent
or on any other basis, that is Professional
Liability or similar coverage , to the extent the
loss is not subject to the professional services
exclusion of Coverage A or Coverage B .

M. BLANKET WAIVER OF SUBROGATION -

WHEN REQUIRED BY WRITTEN CONTRACT

OR AGREEMENT
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us ,
of SECTION IV - COMMERCIAL GENERAL
LIABILITY CONDITIONS :

If the insured has agreed in a written contract or
agreement to waive that insured 's right of
recovery against any person or organization, we
waive our right of recovery against such person
or organization , but only for payments we make
because of:
a. " Bodily injury" or " property damage" that
occurs ; or
b. " Personal and advertis ing injury" caused by
an offense that is committed ;
subsequent to the signing of that contract or
agreement.

CG D3 79 0219 © 2017 The Travelers Indemnity Company . All rights reserved . Page 5 of 6 Includes copyrighted material of Insurance Services Office , Inc . with its perm issio n. 303
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Policy : BA0S579947 COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following :

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
The following is added to Paragraph c. in A.1., Who
Is An Insured, of SECTION II - COVERED AUTOS
LIABILITY COVERAGE in the BUSINESS AUTO
COVERAGE FORM and Paragraph e. in A.1., Who Is
An Insured, of SECTION II - COVERED AUTOS
LIABILITY COVERAGE in the MOTOR CARRIER
COVERAGE FORM, whichever Coverage Form is
part of your policy:

This includes any person or organization who you are
required under a written contract or agreement
between you and that person or organization, that is
signed by you before the " bodily injury" or " property damage" occurs and that is in effect during the policy
period, to name as an additional insured for Covered
Autos Liability Coverage, but only for damages to
which this insurance applies and only to the extent of
that person' s or organization' s liability for the conduct of another " insured".

CA T4 37 0216 © 2016 The Travelers Indemnity Company. All rights reserved . Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission . 304
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Policy#: BA0S579947 COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - PRIMARY AND

NON-CONTRIBUTORY WITH OTHER INSURANCE
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

PROVISIONS

1. The following is added to Paragraph A.1.c., Who
Is An Insured , of SECTION II - COVERED
AUTOS LIABILITY COVERAGE:

This includes any person or organization who you
are required under a written contract or
agreement between you and that person or
organization, that is signed by you before the
bodily injury" or " property damage" occurs and
that is in effect during the policy period, to name
as an additional insured for Covered Autos
Liability Coverage, but only for damages to which
this insurance applies and only to the extent of
that person' s or organization' s liability for the
conduct of another " insured".

2. The following is added to Paragraph B.5., Other
Insurance of SECTION IV - BUSINESS AUTO
CONDITIONS:

Regardless of the provisions of paragraph a. and
paragraph d. of this part 5. Other Insurance, this
insurance is primary to and non- contributory with
applicable other insurance under which an
additional insured person or organization is the
first named insured when the written contract or
agreement between you and that person or
organization , that is signed by you before the
bodily injury" or " property damage" occurs and
that is in effect during the policy period, requires
this insurance to be primary and non- contributory .

CA T4 74 02 16 © 2016 The Travelers Indemnity Company. All rights reserved . Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc . with its permission. 305
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Pol icy # BA0S 579947

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following :

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
The following replaces Paragraph A.5 ., Transfer of
Rights Of Recovery Against Others To Us, of the
CONDITIONS Section :

5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have
against any person or organization to the extent
required of you by a written contract executed
prior to any " accident" or " loss", provided that the
accident " or " loss" arises out of the operations
contemplated by such contract. The waive r appli es only to the person or organization designated in such contract. 6A "F3 40 02- 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 306
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TRAVELERSJ WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76 ( A)-
POLICY NUMBER: UB2L553909

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT - CALIFORNIA

BLANKET WAIVER)
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.

The additional premium for this endorsement shall be
mium.
of the California workers' compensation preSchedule
Person or Organization Job Description
Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.

The information below is required only when this endorsement is issued subsequent to preparation of the policy.) ~ -
Insurance Company Countersigned by ____________ _
Travelers Property Casualty Company of America
DATE OF ISSUE: 1112212021 Page 1 of 1
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SIGNED_MIG for All-Inclusive Playground at
Jollyman Park
Final Audit Report 2021-12-10
Created: 2021-12-09
By: Julia Kinst Ouliak@cupertino. org)
Status : Signed
Transaction ID: CBJCHBCAABAA4F2c7BjpwgFJsSICx8DpGz71C4gcweSm SIGNED_ MIG for All-Inclusive Playground at Jollyman Park" Hi story
Document created by Julia Kinst Uuliak@cupertino . org) 2021- 12- 09 - 6:39:15 PM GMT- IP address: 64 .165. 34. 3 0"0 Document approved by Julia Kinst Uuliak@cupertino. org) Approval Date : 2021- 12- 09 - 6:41 : 23 PM GMT - Time Source: server- IP address : 64. 165 .34 .3 Document emailed to Araceli Alejandre ( aracelia@cupertino. org) for approval 2021- 12- 09 - 6:41 : 25 PM GMT
0"0 Document approved by Araceli Alejandre ( aracelia@cupertino . org) Approval Date : 2021- 12- 09 - 11: 56: 31 PM GMT - Time Source : server- IP address : 64 .165. 34. 3 Document emailed to Christopher D. Jensen ( christopherj@cupertino. org) for signature 2021-12-09 - 11 :56:33 PM GMT
Email viewed by Christopher D. Jensen ( christopherj@cupertino. org) 2021-12-10- 0 :10 :34 AM GMT- IP address : 172.225.89.120 6;, Document e-signed by Christopher D. Jensen ( christopherj@cupertino. org) Signature Date : 2021- 12- 10 - 1 :47: 55 AM GMT - Time Source : server- IP address : 136. 24. 42 .212 Document emailed to Dianne Thompson ( she/ her) ( diannet@cupertino. org) for signature 2021- 12- 10- 1 :47 :59 AM GMT
Email viewed by Dianne Thompson ( she/ her) ( diannet@cupertino. org) 2021- 12- 10 - 3:18: 35 AM GMT- IP address : 104 .28. 124 .179 0"0 Document e-signed by Dianne Thompson ( she/ her) ( diannet@cupertino. org) Signature Date : 2021- 12 -10 - 3:28 :01 AM GMT - Time Source : server- IP address : 99. 179 .1 6.200 a I
POWER. may
Adobe Sign
f;IJP'IIITINQ
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Document emailed to Kirsten Squarcia ( kirstens@cupertino. org) for signature 2021- 12- 10- 3:28 :04 AM GMT
El Email viewed by Kirsten Squarcia ( kirstens@cupertino. org) 2021- 12- 10- 4 :33:05 AM GMT- IP address : 172 .225 .89 .144 0" c, Document e-signed by Kirsten Squarcia ( kirstens@cupertino. org) Signature Date : 2021- 12- 10 - 4 :33: 24 AM GMT - Time Source: server- IP address : 69 .110. 137. 176 0 Agreement completed.
2021- 12- 10- 4:33: 24 AM GMT
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MIG Amendment 2 for All-Inclusive Playground
at Jollyman Park
Final Audit Report
Created :

By:

Status :

Transaction ID:
2023- 07- 11
City of Cupertino ( webmaster@cupertino. org)
Signed
CBJCHBCAABAAuesluV_ v2UKEpjhswWs4IriEEyl7ilud
2023- 07- 14
MIG Amendment 2 for All-Inclusive Playground at Jollyman Par k" History
Document created by City of Cupertino ( webmaster@cupertino. org) 2023- 07- 11 - 0:54: 24 AM GMT- IP address: 35. 229 .54 .2 g Document emailed to Julia Kinst Uuliak@cupertino. org) for approval 2023- 07- 11 - 0:57: 31 AM GMT
0'0 Document approved by Julia Kinst Uuliak@cupertino. org) Approval Date: 2023- 07- 11 - 0:59:25 AM GMT - Time Source: server- IP address: 98 .97 .58 .57 g Document emailed to Araceli Alejandre ( aracelia@cupertino. org) for approval 2023- 07- 11 - 0:59: 29 AM GMT
0c, Document approved by Araceli Alejandre ( aracelia@cupertino. org) Approval Date : 2023- 07- 11 - 4:05: 34 PM GMT - Time Source : server- IP address : 73 .170. 104 .117 g Document emailed to Chris Beynon ( chrisb@migcom. com) for signature 2023- 07- 11 - 4:05 :39 PM GMT
Email viewed by Chris Beynon ( chrisb@migcom. com)
2023- 07- 11 - 7:22 :09 PM GMT- IP address: 74 .125. 209. 35 Email viewed by Chris Beynon ( chrisb@migcom. com)
2023- 07- 13 - 3:19: 52 AM GMT- IP address: 104 .28 .116. 106 Email viewed by Chris Beynon ( chrisb@migcom . com)
2023- 07- 14- 3:43:04 AM GMT- IP address : 74 .125 .210 .141 0c, Document e-signed by Chris Beynon ( chrisb@migcom. com) Signature Date : 2023- 07- 14 - 5 :36: 19 PM GMT - Time Source: server- IP address : 64 .191 . 87. 162 lffl. I Powerecl tiy lliJ Adobe
rm,~<> Acrobat Sign
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181. Document emailed to christopherj@cupertino. org for signature 2023- 07- 14- 5:36 :24 PM GMT
Email viewed by christopherj@cupertino. org
2023- 07- 14 - 5:38:58 PM GMT- IP address : 104. 47.74. 126 0o Signer christopherj@cupertino. org entered name at signing as Christopher D. Jensen 2023- 07- 14- 5:39 :15 PM GMT- IP address : 136 .24 .22 .194 0o Document e-signed by Christopher D. Jensen ( christopherj@cupertino . org) Signature Date : 2023- 07- 14- 5:39 :17 PM GMT - Time Source : server- IP address : 136 .24.22 .194 181. Document emailed to Pamela Wu ( pamelaw@cupertino. org) for signature 2023- 07- 14- 5:39 :21 PM GMT
Email viewed by Pamela Wu ( pamelaw@cupertino. org)
2023- 07- 14- 6:47 :48 PM GMT- IP address: 104. 47. 73 .126 0'e Document e-signed by Pamela Wu ( pamelaw@cupertino . org) Signature Date : 2023- 07- 14 - 6:48: 02 PM GMT - Time Source : server- IP address : 64 .165. 34. 3 181. Document emailed to Kirsten Squarcia ( kirstens@cupertino. org) for signature 2023- 07- 14 - 6:48 :07 PM GMT
Email viewed by Kirsten Squarcia ( kirstens@cupertino. org) 2023- 07- 14 - 6:48 :20 PM GMT- IP address : 104. 28 .123. 94 0'e Document e-signed by Kirsten Squarcia ( kirstens@cupertino . org) Signature Date : 2023- 07- 14 - 7:31 : 21 PM GMT - Time Source: server- IP address : 162. 245. 20. 145 0 Agreement completed.
2023- 07- 14 - 7 :31 : 21 PM GMT
I
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ornm~ o Acrobat Sign
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FIRST AMENDMENT TO AGREEMENT 401 BETWEEN
THE CITY OF CUPERTINO AND MIG, INC., FOR

ALL-INCLUSIVE PLAYGROUND AT JOLLYMAN PARK
This First Amendment to Agreement 401 between the City of Cupertino and MIG, Inc., is by and between the City of Cupertino, a municipal corporation ( hereinafter " City") and MIG, Inc., a Corporation (" Contractor") whose address is 205 5 Junction Ave., Suite 205, San Jose, CA 95131, and is made with reference to the following:

RECITALS:

On December 09, 2021 Agreement 401 (" Agreement") was entered into by and between City and Contractor for All-Inclusive Playground at Jollyman Park.

A. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

1. Paragraph 4.1 Maximum Compensation ofthe Agreement is modified to read as follows:

City will pay Consultant for satisfactory performance of the Service a total amount that will be based upon actual costs but that will be capped so as not to exceed $ 401, 511. 00 (" Contract Price"), based on the budget and rates set forth in Exhibit C, Compensation, and attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant' s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. Exhibit A of the Agreement is modified to include Exhibit A-1 Additional Services, attached hereto.

2. Paragraph 4.3 Additional Services of the Agreement is modified to read as follows: City has the discretion, but not the obligation, to authorized Additional Services up to an amount not to exceed $ 12, 000. 00. Additional Services provided to City' s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance with the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge. (" Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. Exhibit A of the Agreement is modified to include Exhibit A-1, Additional Services, attached hereto.

SIGNATURES CONTINUE ON THE FOLLOWING PAGE
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IN WITNESS WHEREOF , the parties hereto have caused this modification of Agreement to be executed.

CITY OF CUPERTINO
By /iah<& t. wu
Title City Manager
Date Oct 13, 2022

APPROVED AS TO FORM
City Attorney
ATTEST:

City Clerk
Date Oct 13, 2022

EXPENDITURE DISTRIBUTION
Item II PO Number
Original Agreement Ii 2022- 326
MIG, INC.

O&t-~6r-- By _________ _
Title Vice President/ Chief Development Officer
Date Oct 13, 2022
l:;;;; I ====;;; A;;; m;;; o;;; u;; nt====;;;;;: II
IAmendment # 1 IChange in Scope, Change in Contract Amount 11 $ 389, s11. og
1=1 ========$= 12=,o=o= o.=otj
IT_o_ta_l A~gr~ee_m_e_nt ___ ~ ll~-------------~ l~I ________ $_ 40_1~,5_1_1.~0tj 1 2 313
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II Exhibit A-1
August 31, 2022
Evelyn Moran, Public Works Project Manager
City of Cupertino
City Hall
10300 Torre Ave.

Cupertino, CA 95014
Re: Additional Services Jollyman Park Inclusive Playground ( MIG proj. no. 30902) Dear Evelyn,
As discussed, a restroom is being added to the project expanding work beyond that in the original scope of work. The following summarizes MIG' s request for additional work and fees that are above and beyond the original contract, signed Dec. 9, 2021; BKF' s effort will be addressed through a separate agreement. All other terms in the original contract remain in effect.

Add Services # 2 ( New Task 7: Restroom) .................................................... $ 12, 000 We are requesting additional fees under a new task number for additional work related to adding a restroom to the project and for anticipated work efforts discussed, as noted below:
o Coordinating with BKF who is leading the restroom portion of the project
o Providing aesthetic coordination to ensure the restroom finishes work with the play area improvements
o Planting and irrigation design for the expanded work area for all drawing submittals (50%, 90%, 100%, and bid set)
It is understood that the restroom will be integrated into the play area submittals as a single project for review and bidding; the restroom will not have separate review meetings but reviews will be incorporated into the planned review meetings for the play area.

Task 7 Restroom Total: $ 12, 000

PLANNING I DESIGN I COMMUNICATIONS I MANAGEMENT I SCIENCE I TECHNOLOGY 800 Hearst Avenue • Berkeley, CA 94710 • USA • 510- 845- 7549 • www. migcom. com Offices in: California • Colorado • Oregon • Texas • Washington 314
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Evelyn Moran
August 31, 2022

Page 2 of 2 ends

Please feel free to contact us with any questions or additional information needed.

Sincerely,
Principal, Director of Community Design Services
MIG
Please sign below to indicate your agreement to the terms outlined in this letter as a revision to the original contract and budget.

Evelyn Moran, Project Manager
City of Cupertino
Date
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ACORD® CERTIFICATE OF LIABILITY INSURANCE I

DATE ( MM/DD/YYYY)
8/28/2022
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 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).

PRODUCER ~~~? cT The Certificate Team
AssuredPartners Design Professionals Insurance Services , LLC PHONE I FAX
3697 Mt. Diablo Blvd Suite 230 / Alt' .,~ "-"· IA/C Nol :

Lafayette CA 94549 ~ t1l~~ ss: CertsDesiqnPro@lAssuredPartners. com INSURER(S) AFFORDING COVERAGE NAIC#
License#: 6003745 INSURER A: Berkley Insurance Company 32603 INSURED MIGINC0-01
INSURER B : Travelers Property Casualty Company of America 25674 MIG , Inc.

INSURER c: The Travelers Indemnity Company of Connecticut 25682 Moore lacofano Goltsman, Inc. 800 Hearst Ave INSURERD:

Berkeley CA 94710 INSURERE :

INSURER F:

COVERAGES CERTIFICATE NUMBER: 1669425263 REVISION NUMBER:

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 ADDL SUBR POLICYEFF POLICY EXP
LIMITS LTR TYPE OF INSURANCE •••~ n ,. n, n
POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl
C X COMMERCIAL GENERAL LIABILITY y y
6801H899998 8/31/ 2022 8/31/ 2023 EACH OCCURRENCE $ 1,000, 000 -:= J CLAIMS-MADE 0 OCCUR
DAMAGE Ti9ERENTED
f--
PREMISES Ea occurrencel $ 1, 000, 000
X
f--
Contractual Liab MED EXP ( Any one person) $ 10,000
f--
Included PERSONAL & ADV INJURY $ 1, 000, 000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 R 0 PROPOLICY JECT DLoc PRODUCTS - COMP/ OP AGG $ 2, 000, 000 OTHER: $
C AUTOMOBILE LIABILITY y y
BAOS579947 8/31/2022 8/31/2023 COMBINED SINGLE LIMIT $ 1,000, 000 ( Ea accidentl
f--
X ANY AUTO BODILY INJURY ( Per person) $
f--
OWNED ~ SCHEDULED BODILY INJURY (Per accident ) $
f-- AUTOS ONLY f-- AUTOS
X
HIRED XNON- OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY / Per accidentl
f-- f--
B X UMBRELLA LIAB MOCCUR y y CUPOH758762 8/31/2022 8/31/2023 EACH OCCURRENCE $ 10, 000, 000 f--
EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000
OED I X I RETENTION$ n $
B WORKERS COMPENSATION y
UB2L553909 8/31/ 2022 8/31/ 2023 X I ~-\%uTE I
I
OTHER AND EMPLOYERS' LIABILITY Y/N

ANYPROPRIETOR/PARTNER/EXECUTIVE
N/A
E.L. EACH ACCIDENT $ 1, 000, 000
OFFICER/ MEMBER EXCLUDED ?
Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1, 000, 000 If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1, 000, 000 A Professional Liability N y
AEC905795904 8/31/2022 8/31/2023 Per Claim $ 5,000, 000 Aggregate Limit $ 5,000, 000
DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Umbrella Liability policy is a follow- form underlyin~ General Liability/ Auto Liability/ Employers Liability.

Re: Jollyman Park All- Inclusive Playground The ity of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract or agreement. General Liability is Primary/ Non- Contributory per policy form wording. Insurance coverage includes waiver of subrogation per the attached endorsement( s).

CERTIFICATE HOLDER CANCELLATION 30 Days Notice of Cancellation

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

City of Cupertino
10300 Torre Ave .

Cupertino CA 95014 AU~ RESE::

I
1988- 2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/ 03) The ACORD name and logo are registered marks of ACORD 316
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Policy Number: BA0S579947

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESS AUTO EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following :

BUSINESS AUTO COVERAGE FORM
GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage . However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.

A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF B. BLANKET ADDITIONAL INSURED
C. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED
E. SUPPLEMENTARY PAYMENTS - INCREASED
LIMITS
F. HIRED AUTO - LIMITED WORLDWIDE COVERAGE - INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE - GLASS

PROVISIONS
A. BROAD FORM NAMED INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II - COVERED AUTOS
LIABILITY COVERAGE:

Any organization you newly acquire or form during the policy period over which you maintain 50% or more ownership interest and that is not
separately insured for Business Auto Coverage.

Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier.

B. BLANKET ADDITIONAL INSURED
The following is added to Paragraph c. in A.1.,
Who Is An Insured, of SECTION II - COVERED
AUTOS LIABILITY COVERAGE:

Any person or organization who is required under
a written contract or agreement between you and
that person or organization, that is signed and
executed by you before the " bodily injury" or
property damage" occurs and that is in effect
during the policy period, to be named as an additional insured is an " insured" for Covered Autos Liability Coverage , but only for damages to which

USE - INCREASED LIMIT
I. PHYSICAL DAMAGE - TRANSPORTATION

EXPENSES - INCREASED LIMIT
J. PERSONAL PROPERTY
K. AIRBAGS
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
M. BLANKET WAIVER OF SUBROGATION
N. UNINTENTIONAL ERRORS OR OMISSIONS
this insurance applies and only to the extent that
person or organization qualifies as an " insured"
under the Who Is An Insured provision contained
in Section II.

C. EMPLOYEE HIRED AUTO

1. The following is added to Paragraph A.1.,
Who Is An Insured, of SECTION II - COVERED AUTOS LIABILITY COVERAGE :

An " employee" of yours is an " insured" while
operating an " auto" hired or rented under a
contract or agreement in an " employee' s"
name, with your permission, while performing
duties related to the conduct of your business.

2. The following replaces Paragraph b. in B.5.,
Other Insurance, of SECTION IV - BUSINESS AUTO CONDITIONS :
b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered " autos" you own :
1) Any covered " auto" you lease, hire ,
rent or borrow; and
2) Any covered " auto" hired or rented by
your " employee" under a contract in
an " employee' s" name , with your
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COMMERCIAL AUTO
perm1ss1on, while performing duties
related to the conduct of your business.

However, any " auto" that is leased, hired,
rented or borrowed with a driver is not a
covered " auto".

D. EMPLOYEES AS INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION II - COVERED AUTOS
LIABILITY COVERAGE:

Any " employee" of yours is an " insured" while using a covered " auto" you don' t own, hire or borrow in your business or your personal affairs.

E. SUPPLEMENTARY PAYMENTS - INCREASED
LIMITS

1. The following replaces Paragraph A.2.a.(2).
of SECTION II - COVERED AUTOS LIABILITY COVERAGE:
2) Up to $ 3,000 for cost of bail bonds ( including bonds for related traffic law violations) required because of an " accident" we cover . We do not have to furnish
these bonds .

2. The following replaces Paragraph A.2.a.(4),
of SECTION II - COVERED AUTOS LIABILITY COVERAGE:
4) All reasonable expenses incurred by the
insured" at our request , including actual
loss of earnings up to $ 500 a day because of time off from work.

F. HIRED AUTO - LIMITED WORLDWIDE COVERAGE - INDEMNITY BASIS The following replaces Subparagraph ( 5) in Paragraph 8.7., Policy Period, Coverage Territory, of SECTION IV - BUSINESS AUTO CONDITIONS:
5) Anywhere in the world , except any country or
jurisdiction while any trade sanction, embargo, or similar regulation imposed by the United States of America applies to and prohibits the transaction of business with or within such country or jurisdiction , for Covered Autos Liability Coverage for any covered auto" that you lease, hire, rent or borrow
without a driver for a period of 30 days or less
and that is not an " auto" you lease, hire , rent
or borrow from any of your " employees",
partners ( if you are a partnership), members
if you are a limited liability company) or
members of thei r households .
a) With respect to any claim made or " su it"
brough t outside the United States of
America , the territories and possessions
of the United States of America , Puerto
Rico and Canada :
i) You must arrange to defend the " insured " against, and investigate or settle any such claim or " suit" and keep us advised of all proceedings and actions .
ii) Neither you nor any other involved
insured" will make any settlement
without our consent.
iii) We may, at our discretion, participate
in defending the " insured" against , or
in the settlement of, any claim or
suit".
iv) We will reimburse the " insured" for
sums that the " insured" legally must
pay as damages because of " bodily
injury" or " property damage" to which
this insurance applies, that the " insured" pays with our consent, but only up to the limit described in Paragraph C., Limits Of Insurance, of

SECTION II - COVERED AUTOS
LIABILITY COVERAGE.
v) We will reimburse the " insured" for
the reasonable expenses incurred
with our consent for your investigation of such claims and your defense of the " insured" against any such
suit", but only up to and included
within the limit described in Paragraph C., Limits Of Insurance, of

SECTION II - COVERED AUTOS
LIABILITY COVERAGE , and not in
addition to such limit. Our duty to
make such payments ends when we
have used up the applicable limit of
insurance in payments for damages ,
settlements or defense expenses .
b) This insurance is excess over any valid
and collectible other insurance available
to the " insured" whether primary , excess ,
contingent or on any other basis .
c) This insurance is not a substitute fo r requi red or compulsory insurance in any country outside the United States , its territories and possess ions , Puerto Rico and Canada .

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You agree to maintain all required or
compulsory insurance in any such country up to the minimum limits required by local law. Your failure to comply with
compulsory insurance requirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you complied with the compulsory insurance requirements . d) It is understood that we are not an admitted or authorized insurer outside the United States of America, its territories
and possessions, Puerto Rico and Canada. We assume no responsibility for the furnishing of certificates of insurance, or
for compliance in any way with the laws
of other countries relating to insurance.

G. WAIVER OF DEDUCTIBLE - GLASS
The following is added to Paragraph D., Deductible, of SECTION Ill - PHYSICAL DAMAGE COVERAGE:

No deductible for a covered " auto" will apply to
glass damage if the glass is repaired rather than
replaced .

H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF

USE - INCREASED LIMIT
The following replaces the last sentence of Paragraph A.4.b., Loss Of Use Expenses, of SECTION 111 - PHYSICAL DAMAGE COVERAGE:

However, the most we will pay for any expenses
for loss of use is $ 65 per day, to a maximum of
750 for any one " accident".

I. PHYSICAL DAMAGE - TRANSPORTATION

EXPENSES - INCREASED LIMIT
The following replaces the first sentence in Paragraph A.4.a., Transportation Expenses, of SECTION Ill - PHYSICAL DAMAGE COVERAGE:

We will pay up to $ 50 per day to a maximum of
1,500 for temporary transportation expense incurred by you because of the total theft of a covered " auto" of the private passenger type.

J. PERSONALPROPERTY
The following is added to Paragraph A.4., Coverage Extensions, of SECTION Ill - PHYSICAL DAMAGE COVERAGE:

Personal Property
We will pay up to $ 400 for " loss" to wearing apparel and other personal property which is:
1) Owned by an " insured"; and

COMMERCIAL AUTO
2) In or on your covered " auto".

This coverage applies only in the event of a total
theft of your covered " auto".

No deductibles apply to this Personal Property
coverage.

K. AIRBAGS
The following is added to Paragraph 8.3., Exclusions, of SECTION Ill - PHYSICAL DAMAGE COVERAGE:

Exclusion 3.a. does not apply to " loss" to one or
more airbags in a covered " auto" you own that inflate due to a cause other than a cause of " loss" set forth in Paragraphs A.1.b. and A.1.c., but
only:
a. If that " auto" is a covered " auto" for Comprehensive Coverage under this policy; b. The airbags are not covered under any warranty; and c. The airbags were not intentionally inflated.

We will pay up to a maximum of $ 1,000 for any
one " loss".

L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV - BUSINESS AUTO CONDITIONS:

Your duty to give us or our authorized representative prompt notice of the " accident" or " loss" applies only when the " accident" or " loss" is known to :
a) You ( if you are an individual);
b) A partner ( if you are a partnership);
c) A member ( if you are a limited liability company); d) An executive officer, director or insurance
manager (if you are a corporation or other organization); or e) Any " employee" authorized by you to give notice of the " accident" or " loss".

M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.5., Transfer
Of Rights Of Recovery Against Others To Us ,
of SECTION IV - BUSINESS AUTO CONDITIONS :

5. Transfer Of Rights Of Recovery Against
Others To Us
We waive any right of recovery we may have
against any person or organization to the extent required of you by a written contract signed and executed prior to any " accident"
or " loss", provided that the " accident" or " loss"
arises out of operations contemplated by
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COMMERCIAL AUTO
such contract. The waiver applies only to the
person or organization designated in such
contract.

N. UNINTENTIONAL ERRORS OR OMISSIONS
The following is added to Paragraph 8.2., Concealment, Misrepresentation, Or Fraud, of SECTION IV - BUSINESS AUTO CONDITIONS :

The unintentional om1ss1on of, or unintentional
error in, any information given by you shall not
prejudice your rights under this insurance . However this provision does not affect our right to collect additional premium or exercise our right of cancellation or non- renewal.

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COMMERCIAL GENERAL LIABILITY
POLICY NUMBER: 6801H899998
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS- COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person( s} Or Organization( s}:

Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for " bodily injury" or " property damage" included in the " productscompleted operations hazard", provided that such contract was signed and executed by you before, and is in effect when , the bodily injury or property damage occurs .

Location And Description Of Completed Operations
Any project to which an applicable contract described in the Name of Additional Insured Person( s) or Organization( s) section of this Schedule applies.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations .

Section II - Who Is An Insured is amended to include as an additional insured the person( s) or organization( s) shown in the Schedule, but only with respect to liability for " bodily injury" or " property damage" caused , in whole or in part, by " your work" at the location designated and described in the schedule of
this endorsement performed for that additional insured and included in the " products- completed operations hazard".

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COMMERCIAL GENERAL LIABILITY
POLICY NUMBER 6801H899998
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Names of Additional Insured Person( s) or Organization( s):

Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part, provided that such written contract was signed by you before, and is in effect when, the bodily injury" or " property damage" occurs or the " personal injury" or " advertising injury" offense is committed .

Location of Covered Operations:

Any project to which a written contract with the Additional Insured Person( s) or Organization( s) in the Schedule applies.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization( s) shown in the Schedule, but only
with respect to liability for " bodily injury", " property damage", " personal injury" or " advertising injury"
caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured( s) at the location( s) designated above.

B. With respect to the insurance afforded to these
additional insureds, the following additional exclusions apply:

This insurance does not apply to " bodily injury" or
property damage" occurring, or " personal injury"
or " advertising injury" arising out of an offense
committed, after:

1. All work, including materials, parts or equipment furnished in connection with such work, on the project ( other than service, maintenance or repairs) to be performed by or on behalf of the additional insured( s) at the location of the covered operations has been completed; or

2. That portion of " your work" out of which the
injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.

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DATE OF ISSUE: 08/31/2022
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Policy # 6801 H899998

COMMERCIAL GENERAL LIABILITY
c. Method Of Sharing
If all of the other insurance permits contribution
by equal shares, we will follow this method also .

Under this approach each insurer contributes
equal amounts until it has paid its applicable
limit of insurance or none of the loss remains,
whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will contribute
by limits. Under this method, each insurer' s
share is based on the ratio of its applicable limit
of insurance to the total applicable limits of
insurance of all insurers .
d. Primary And Non- Contributory Insurance If
Required By Written Contract
If you specifically agree in a written contract or
agreement that the insurance afforded to an
insured under this Coverage Part must apply on
a primary basis , or a primary and noncontributory basis, this insurance is primary to other insurance that is available to such insured
which covers such insured as a named insured,
and we will not share with that other insurance,
provided that:
1) The " bodily injury'' or "property damage" for
which coverage is sought occurs; and
2) The " personal and advertising injury" for
which coverage is sought is caused by an
offense that is committed;
subsequent to the signing of that contract or
agreement by you .

5. Premium Audit
a. We will compute all premiums for this Coverage
Part in accordance with our rules and rates.
b. Premium shown in this Cm. erage Part as
advance premium is a deposit premium only. At
the close of each audit period we will compute
the earned premium for that period and send
notice to the first Named Insured. The due date
for audit and retrospective premiums is the date
shown as the due date on the bill . If the sum of
the advance and audit premiums paid for the
policy period is greater than the earned
premium , we will return the excess to the first
Named Insured .
c. The first Named Insured must keep records of
the information we need for premium
computation, and send us copies at such times
as we may request.

6. Representations
By accepting this policy , you agree:
a. The statements in the Declarations are
accurate and complete;
b. Those statements are based upon
representations you made to us; and
c. We have issued this policy in reliance upon
your representations.

The unintentional omission of, or unintentional error
in, any information provided by you which we relied
upon in issuing this policy will not prejudice your
rights under this insurance. However, this provision
does not affect our right to collect additional
premium or to exercise our rights of cancellation or
nonrenewal in accordance with applicable insurance
laws or reoulations.

7. Separation Of Insureds
Except with respect to the Limits of Insurance , and
any rights or duties specifically assigned in this
Coverage Part to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom claim
is made or " suit" is brought.

8. Transfer Of Rights Of Recovery Against Others
To Us
If the insured has rights to recover all or part of any payment we have made under this Coverage Part,
those rights are transferred to us . The insured must
do nothing after loss to impair them. At our request,
the insured will bring " suit" or transfer those rights to us and help us enforce them .

9. When We Do Not Renew
If we decide not to renew this Coverage Part, we will
mail or deliver to the first Named Insured shown in
the Declarations written notice of the nonrenewal
not less than 30 days before the expiration date.

If notice is mailed, proof of mailing will be sufficient proof of notice.

SECTION V - DEFINITIONS

1. " Advertisement" means a notice that is broadcast or published to the general public or specific market
segments about your goods , products or services
for the purpose of attracting customers or
supporters. For the purposes of this definition :
a. Notices that are published include material
placed on the Internet or on similar electronic
means of communication; and
b. Regarding websites, only that part of a website
that is about your goods, products or services
for the purposes of attracting customers or
supporters is considered an advertisement.

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Policy # 6801 H899998
occupational therapist or occupational
therapy assistant, physical therapist or
speech-language pathologist; or
b) First aid or " Good Samaritan services"
by any of your "employees" or "volunteer
workers", other than an employed or
volunteer doctor. Any such " employees"
or "volunteer workers" providing or failing
to provide first aid or "Good Samaritan
services" during their work hours for you
will be deemed to be acting within the
scope of their employment by you or
performing duties related to the conduct
of your business.

3. The following replaces the last sentence of
Paragraph 5. of SECTION Ill - LIMITS OF
INSURANCE :

4. The following exclusion is added to
Paragraph 2., Exclusions, of SECTION I -

COVERAGES - COVERAGE A - BODILY

INJURY AND PROPERTY DAMAGE
LIABILITY:

5. The following is added to the DEFINITIONS
Section:

Incidental medical services" means :
a. Medical, surgical, dental, laboratory, xray or nursing service or treatment, advice or instruction, or the related
furnishing of food or beverages; or
b. The furnishing or dispensing of drugs or
medical, dental, or surgical supplies or
appliances.

6. The following is added to Paragraph 4.b.,
Excess Insurance, of SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

This insurance is excess over any valid and
collectible other insurance , whether primary ,
excess, contingent or on any other basis ,

K. MEDICAL PAYMENTS - INCREASED LIMIT
The following replaces Paragraph 7. of
SECTION Ill - LIMITS OF INSURANCE:

L. AMENDMENT OF EXCESS INSURANCE

CONDITION - PROFESSIONAL LIABILITY
The following is added to Paragraph 4.b.,
Excess Insurance, of SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

This insurance is excess over any of the other
insurance, whether primary, excess, contingent
or on any other basis, that is Professional
Liability or similar coverage, to the extent the
loss is not subject to the professional services
exclusion of Coverage A or Coverage B.

M. BLANKET WAIVER OF SUBROGATION -

WHEN REQUIRED BY WRITTEN CONTRACT

OR AGREEMENT
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV - COMMERCIAL GENERAL
LIABILITY CONDITIONS:

If the insured has agreed in a written contract or
agreement to waive that insured's right of
recovery against any person or organization, we
waive our right of recovery against such person
or organization, but only for payments we make
because of:
a. " Bodily injury" or " property damage" that
occurs; or
b. " Personal and advertising injury" caused by
an offense that is committed ;
subsequent to the signing of that contract or
agreement.

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Policy#: BA0S579947 COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - PRIMARY AND

NON- CONTRIBUTORY WITH OTHER INSURANCE
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

PROVISIONS

1. The following is added to Paragraph A.1.c., Who
Is An Insured, of SECTION II - COVERED
AUTOS LIABILITY COVERAGE :

This includes any person or organization who you
are required under a written contract or
agreement between you and that person or
organization, that is signed by you before the
bodily injury" or " property damage" occurs and
that is in effect during the policy period , to name
as an additional insured for Covered Autos
Liability Coverage , but only for damages to which
this insurance applies and only to the extent of
that person' s or organization' s liability for the
conduct of another " insured".

2. The following is added to Paragraph B.5., Other
Insurance of SECTION IV - BUSINESS AUTO
CONDITIONS:

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TRAVELERS] WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76 ( A)-
POLICY NUMBER: UB2L553909

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT - CALIFORNIA

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.

The information below is required only when this endorsement is issued subsequent to preparation of the policy.) < S' -
Insurance Company Countersigned by ___________ _
Travelers Property Casualty Company of America
DATE OF ISSUE: 8/28/ 2022 Page 1 of 1
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CITY O F
a
DESIGN PROFESSIONAL SERVICES AGREEMENT ( SINGLE}

WITH MIG, INC

CUPERT INO

1. PARTIES
This Agreement is made by and between the City of Cupertino, a municipal corporation (" City"), and MIG, Inc (" Consultant"), a Corporation for All-Inclusive Playground at Jollyman Park Project"), and is effective on the last date signed below (" Effective Date").

2. SERVICES

2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant' s written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected byCity. Consultant further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID- 19.

2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal (" Additional Services"). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing.

All references to " Services" in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement, the Scope of Services, and Consultant' s Proposal.

Consultant is solely responsible for its errors and omissions and those ofits subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions.

3. TIME OF PERFORMANCE

3.1 Term. This Agreement begins on the Effective Date and ends on December 31, 2024, unless terminated earlier as provided herein (" Contract Time"). The City' s appropriate department head or 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. All Services must be provided within the times specified in Exhibit B, Schedule ofPerformance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. Ifthe Services are divided by tasks, Consultant must begin All-Inclusive Playground at Jollyman Park
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work on each separate task upon receiving City ' s Notice to Proceed (" NTP"), and must complete each task within the time specified in ExhibitB.

3.3 Time is of the essence for the performance of all the Services . Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time .

4. COMPENSATION

4.1 Maximum Compensation . City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $ 389, 511. 00 (" Contract Price"), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even ifConsultant' s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price .

4.2 Basic Services. City will pay Consultant $ 389, 511. 00 (" Lump Sum Price") for the complete and satisfactory performance ofthe Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, sub- Consultants' costs, materials, supplies, equipment, travel, taxes, overhead, and profit. Ifthe Basic Services are not fully completed, Consultant will be compensated a percentage ofthe Lump Sum Price proportionate to the percentage of Basic Services that were completed to City' s reasonable satisfaction.

4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $ 0.00 Additional Services provided to City 's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. Ifpaid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge (" Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site.

4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the Amount due for the preceding month. City will pay Consultant within thirty ( 30) days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion oftasks. Ifthe disagreement is unresolved, City will pay Consultant only for the undisputed portion ofthe Services . Disputed amounts shall be subject to the Dispute Resolution provision ofthis Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: ( i) name and title of each person providing Services ; ( ii) a succinct summary of the Services performed by each person; iii) the time spent per person, in thirty ( 30) minute increments; ( iv) the hourly billing rate or Sub- Consultant charge and payment due ; and ( v) an itemized list with amounts and explanation for all permitted reimbursable expenses .

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b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses.

5. INDEPENDENT CONTRACTOR

5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker' s compensation, retirement, or any City benefit.

5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City' s reasonable satisfaction.

5.3 Permits and Licenses. Consultant warrants on behalf of itself and any sub- Consultants that they are properly licensed, registered, and/ or certified to perform the Services, as required by law, and that they have procured a valid City Business License, ifrequired by the Cupertino Municipal Code.

5.4 Sub- Consultants. Unless prior written approval from City is obtained, only Consultant' s employees and sub- Consultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all sub- Consultants to furnish proof of insurance for workers' compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all sub- Consultants relative to the portion of their work.

5.5 Tools, Materials, and Equipment. Consultant will supply and shall be responsible for all tools, materials, and equipment required to perform the Services under this Agreement.

5.6 Payment of Benefits and Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Consultant 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. Consultant shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Consultant' 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 Consultant. 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 Consultant, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Consultant agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City All-Inclusive Playground at Jollyman Park
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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.

5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its sub- Consultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense.

6. PROPRIETARY/ CONFIDENTIAL INFORMATION
During the Contract Time, Consultant 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. Consultant shall hold in confidence all City information and use it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data.

7. OWNERSHIP OF MATERIALS

7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest including copyright interests) of Consultant in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium, prepared by Consultant under this Agreement (" Work Product"), 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 a third- party without prior written approval by City

7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all copyrights to the Work Product prepared/ created by Consultant and its sub- Consultants and all copyrights in such Work Product shall constitute City property. Ifit is determined under federal law that the Work Product is not " works for hire," Consultant hereby assigns to City all copyrights to the Work Product when and as created, and shall require sub- Consultants to do the same. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non- exclusive license to use such details.

7.3 Patents and Licenses. Consultant 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 ifincorporated 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 Consultant and its sub- Consultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City' s re- use ofWorkProduct:
a) For work related to the original Services for which Consultant was hired; b) To complete the original Services with City personnel, agents or other Consultants; c) To make subsequent additions to the original Services; and/ or d) For other City projects.

7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single- sided original. Large- scale architectural plans and similar All-Inclusive Playground at Jollyman Park4 of 11
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items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats .

8. RECORDS

8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant' s performance, benchmarks, and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four ( 4) years from the date of City' s final payment.

8.2 Consultant will provide City full access to Consultant' s books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or audit of Consultant' s records discloses non- compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. Ifthis is a lump sum fee Agreement, City will be provided access to records ofreimbursable expenses and the instruments of service/ deliverables for review and audit. This Section 8 survives the expiration/ termination of this Agreement.

8.3 Consultant acknowledges that certain documents generated or received by Consultant in connection with the performance of this Agreement, including but not limited to correspondence between Consultant and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Consultant 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
Consultant 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 Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means fifty percent ( 50%) or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees .

10. PUBLICITY / SIGNS
Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one ( 1) 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 Agreement, 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 or active All-Inclusive Playground at Jollyman Park
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negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City as follows:
a. Indemnity for Design Professional Liability: With respect to the performance of design professional services by a design professional as defined in California Civil Code Section 2782. 8, to the fullest extent permitted by law, Consultant shall indemnify and hold harmless City, its officers, officials, agents, employees, and volunteers ( collectively and/ or individually " City") from and against any and all liabilities, claims, damages, losses, costs, or expenses ( including, without limitation, costs, attorneys' fees, and expert fees of litigation and alternative dispute resolution) of every nature to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, servants, agents, or subcontractors collectively and/ or individually " Consultant"), in the performance of this Agreement or failure to comply with any obligations of the Agreement. Ifit is finally determined ( through a non- appealable judgment or an agreement between City and Consultant) that liability is caused by the comparative negligence or willful misconduct of City, then Consultant' s indemnification and hold harmless obligation shall not exceed Consultant' s finally determined percentage of liability based upon the comparative fault of Consultant.

Irrespective of any language to the contrary in this Agreement, the Consultant has no duty to provide or to immediately pay for an up- front defense of City against unproven claims or allegations, but shall reimburse those litigation costs and expenses ( including, without limitation, attorneys' fees, and expert fees) incurred by the City to the extent caused by the negligence, recklessness, or willful misconduct of Consultant. In no event shall the cost to defend charged to Consultant exceed Consultant' s proportional percentage of fault, except as described in Section 2782. 8(a) and ( e) of the California Civil Code.
b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement, or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant' s negligence , recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City' s choice, expert fees, and all other costs and fees of litigation.
c. Claims for Other Liability. Except as provided in subsections 11. l(a) and ( b), to the fullest extent permitted by law , Consultant shall hold harmless, defend ( with counsel agreed to by City), and indemnify City and its officers, officials, agents, employees, and volunteers collectively and/ or individually " City") from and against any and all liability, claim , loss , damage , expense, costs ( including, without limitation, costs, attorneys' fees, and expert fees of litigation) of every nature arising out of, related to, or in connection with the performance of work hereunder by Consultant or any of its officers, employees, servants, agents, or subcontractors, or the failure of the same to comply with any of the obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or sole willful misconduct of the City.

Consultant' s duty to defend applies immed iately, whether or not liability is established . An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend as stated herein.

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11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute, or lawsuit arising out of this Agreement. Consultant' s duties herein are not limited to or subject to the Contract Price, to Workers' Compensation claims, or to the Insurance or Bond limits and provisions.

Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee.

11.3 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant' s indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant' s payments to cover moneys due to City.

11.4 Consultant 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 Consultant 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.

11.5 This Section 11 shall survive expiration or termination ofthis Agreement.

12. INSURANCE
On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant' s expense and deduct costs from payments to Consultant.

13. COMPLIANCE WITH LAWS

13. 1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant' s ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation.

13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. Ifthe Services include a " public works" component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City' s Labor Compliance Program and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight. Ifthe Contract Price is $ 30, 000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777. 5.

13.3 Discrimination Laws. Consultant 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. Consultant shall comply with all anti- discrimination laws, including All-Inclusive Playground at Jollyman Park
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Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777, and 3077. 5 .

Consistent with City policy prohibiting it, Consultant understands that harassment and discrimination by Consultant or any of its sub- Consultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. Consultant agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision.

13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant 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. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of Title 2 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City' s rules governing gifts to public officials and employees.

13.5 Remedies. A violation of this Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section.

14. PROJECT COORDINATION

14.1 City Project Manager. The City' s Project Manager for all purposes under this Agreement will be Evelyn Moran, who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative.

14.2 Consultant Project Manager. Subject to City' s reasonable approval, Consultant' s Project Manager for all purposes under this Agreement will be Jan Eiesland who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services . This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance , and providing regular updates to the City 's Project Manager on the Project status , progress, and any delays . City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays.

15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project with thirty ( 30) calendar days written notice to Consultant.

Consultant 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 . No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent ( 10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty ( 30) days of Consultant ' s final invoice reasonably approved by the City .

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16. TERMINATION
City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty ( 30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within thirty ( 30) days of Consultant' s final invoice.

17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application oflaws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California.

Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations ofthe parties are subject to all valid laws, orders, rules, and regulations ofthe authorities having jurisdiction over this Agreement ( or the successors ofthose authorities). If a dispute arises, Consultant must continue to provide the Services pending resolution ofthe dispute. Ifthe Parties elect arbitration, the arbitrator' s award must be supported by law and substantial evidence and include detailed written findings oflaw and fact.

18. ATTORNEY FEES
IfCity 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. This Section 18 survives the expiration/ termination ofthis Agreement.

19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries ohhis Agreement.

20. WAIVER
Neither acceptance ofthe Services nor payment thereof shall constitute a waiver of any contract provision. City' s waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant, or condition or a subsequent breach, whether ofthe same or a different character

21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding ofthe Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. Any modification ofthis Agreement will be effective only ifin writing and signed by each Party' s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. Ifthere is any inconsistency between any term, clause, or provision ofthis main Agreement and any term, clause, or provision ofthe attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling .

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22. INSERTED PROVISIONS
Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision.

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 IPARTIAL INVALIDITY
Ifany term or provision ofthis Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect.

25. SURVIVAL
All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect.

26. 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 ofpersonal delivery, the delivery 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: Evelyn Moran
Email : evelynm@cupertino . org

27. EXECUTION
To Consultant:

MIG, Inc
2055 Junction Ave, Suite 205
San Jose, CA 95131
Attention: Jan Eiesland
Email: jeiesland@migcom. com
The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreement may be executed in counterparts, each one ofwhich is deemed an original and all of which, taken together, constitute a single binding instrument.

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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement.

CITY OF CUPERTINO
A Municipal Corporation
Byp~ '?M~n-~/ k_)
Name Dianne Thompson ( she/ her)
Title Acting City Manager
Date Dec 9, 2021
APPROVED AS TO FORM:

Chrisfopher D. Jensen
CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:

KIRSTEN SQUARCIA
City Clerk
Date Dec 9, 2021
All-Inclusive Playground at Jollyman Park

MIG, INC
O+ t;r~ By _________ _
Name Chris Beynon
Title Vice President/ Chief Development Officer
Date Nov 24, 2021
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EXHIBIT A
Jollyman Park All-Inclusive Playground
Scope of Work

11.12.2021
MIG has prepared the following Scope of Work to illustrate how we will facilitate successful completion of the Jollyman Park All -Inclusive Playground Project. This scope captures and clarifies assumptions of the tasks incorporated in the attached Fee Proposal spreadsheet. The details are based on our understanding of the requirements stated in the Jollyman Park Aug. 2, 2021 RFQ and Addenda .

Project Understanding
Located in Cupertino, CA, the project entails replacing the southern existing play area atJollyman Park with an allinclusive playground . Per the City's RFQ, the project aims to incorporate the best in supportive play theories and practices to appeal to people of all ages and abilities . The design will support recreation and social interaction for people with autism, sensory challenges, cognitive, developmental, and physical disabilities - as well as those without special needs. The project will have specific all-inclusive play amenities that will be further developed from the initial concept design with community engagement. Potential site improvement areas include walkways, storm water runoff reduction, utility identification and adjustments, landscape, irrigation, and similar site improvements within the project area. Recommended site improvements shall be based on the established Cupertino Engineering Standards. The design will be in accordance with AIPG funding guidelines; local, state and federal ADA and playground safety guidelines and requirements .

TASK 1: PROJECT INITIATION
Task 1.1 Project Kick-off Meeting & Site Tour
To initiate the project, the MIG Team will participate in a meeting with the City of Cupertino Jollyman project team The City') to discuss the project goals, opportunities, and challenges, as well as to establish project communication protocols, review project tasks and schedule, and other coordination topics to be determined in cooperation with the City. We see this meeting as an important step in developing a collabo rati ve team that is committed to a shared process and vision for Jollyman Park .

The MIG Team will also conduct a site tour to observe and document the existing site conditions, uses and character of Jollyman Park. Topic areas to be observed include circulation, accessibility, signage and wayfinding, lighting, natural features, social relationships, and experiential opportunities.

Depending on weather and current safety protocols this may be staged as two meetings within the same week : a virtual kick- off/goals meeting followed by an in-person site tour of Jollyman Park. If an in-person kick-off meeting is feasible, then the meeting and site visit will be scheduled to occur consecutively on the same day.

Task 1.2 Project Scope & Schedule Finalization
MIG will work with the City of Cupertino to customize and finalize the scope and schedule, so that tasks meet the City's preferred process and timeline .

Task 1.3 Background Information Request & Assembly
The MIG team will prepare a consolidated list of background information needed from the City. MIG will assemble the information and make it available for use by all team members over the course of the project. 1 338
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EXHIBIT A
Task 1.4 Community Engagement Part 1: Prepare to Engage MIG will develop a plan for community engagement, mapping out how and when to use engagement and communication techniques in a Community Outreach and Engagement Plan . We will work with the City to identify stakeholders, including both City staff and community groups, whose insights and support will help build a successful park. This plan will guide our efforts as we gather information, listen to the community and work towards the final site plan. Should the community engagement plan identify different efforts than those included below, the scope and fee will need to be revised .

Task 1.5 Inclusive Play Primer Presentation
To assist the City in gaining internal staff support for the Jollyman Play Area mission and goals, MIG will provide a two-hour interactive virtual presentation about the importance and goals of an inclusive play area . MIG will create a virtual presentation to be attended by City Staff and key stakeholders. The goal for this meeting is to get all the various stakeholders to understand the project goals, learn information about inclusivity, and begin speaking the same language when it comes to inclusive play environments. The City may post to their website for a period of 3 months and keep a recording of the presentation for internal staff use.

Task 1.6 Project Management and Team Coordination
MIG will coordinate the work of the MIG Team throughout the duration of the design phases, prepare the Project schedule, monitor the Project budget, establish, and monitor project quality, setup project accounting and prepare and submit monthly invoices. The MIG Team will coordinate and strategize with the City via 1-hour video calls to review progress and discuss direction and next steps. Please refer to the accompanying fee spreadsheet for the assumed task duration and number of meetings for each phase . MIG's project manager will participate in these calls, as well as other pertinent team member at times, depending on the agenda .

TASK 1 DELIVERABLES
Final Scope and Schedule
Community Outreach and Engagement Plan
Inclusive Play Primer Recording
Coordination meeting notes (for meetings led by the MIG Team) Monthly invoices
TASK 2: DATA COLLECTION AND EXISTING CONDITIONS
TASK 2.1 Topographic Survey
BKF will prepare a topographic survey of the 1.75 ac project area and surroundings as outlined on the project limits diagram ( see Survey Exhibit on the last page). Topographic survey will not include a boundary survey.

Task 2.2 Existing Utilities & Stormwater Coordination
BKF will identify existing utilitity locations, through records research and online databases, perform a Site visit to document those utilities whose above ground features can be determined by visual means and discuss potential utility constraints with MIG and the City . BKF will also document in a graphic the existing project site drainage conditions, along with new stormwater requirements to meet City/County/Regional requirements .

TASK 2.3 Geotechnical Report
Ninyo + Moore will conduct geotechnical sampling, to include taking two exploratory borings within the project site to ascertain subsurface soil conditions. They will interpret borings and provide a geotechnical report to address design of the playground pavement types and footings . Provide a copy of the Geotechnical Report to the City.
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EXHIBIT A
TASK 2.4 Review of Requirements, Existing Conditions and Background Documents Th e MIG Team will review code s, standards and environmental reg ulations applicable to Jollyman Pa rk and the potenti al park improvements. We will review City- provided documents and on-line research , regarding the site' s natural, social and cultural history, including land use, demographics, property boundari es , as well as ongoing site operations and maintenance issues.

Task 2.5 Site Analysis, Opportunities & Constraints
The MIG Team will develop a scaled base map of the park site, using an aerial and/or the survey, which assembles relevant information on the existing park site and the area immediately adjacent, including circulation, park features, trees and other information as appropriate . We will prepare a graphic summarizing existing assets, issues and opportunities, including circulation and accessibility, landscape features and overall character, paying special attention to human developmental needs and environmental health and sustainability .

Task 2.6 Community Engagement Part 2: Listen, Learn, Vision Building on the engagement plan and key stakeholders identified in Community Engagement Part 1, The MIG Team will prepare graphic materials to be used in several outreach methods identified in the plan. Our assumption is that this will include an on line survey; boards with similar content and a QR code that the City may print, laminate and hang at the park; ( 1) virtual community meeting; and ( 2) smaller stakeholder meetings- either virtual or outdoors . Materials will be designed to both share the site analysis and listen to the community' s own site expertise and local knowledge . In addition to patterns of use and des ired experiences, MIG will work with the City to strategize engagement activities that will also provide an understanding of the site and area's underlying character and cultural influences, which can be expressed in the design .

Task 2.7 Analysis and Outreach Summary Report
The MIG team will prepare an existing condition report that details the requirements, existing conditions, assumptions, constraints, opportunities, risks and risk mitigation . The report should also reflect community outreach participant input. This report will be available for the City to post to the web to keep the community informed, for help with fund raising, and for use as background for other City presentations made by City staff.

Task 2.8 Project Management and Team Coordination
The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet.

TASK 2 DELIVERABLES
Unless otherwise noted, all deliverables will be provided in PDF format. We assume one round of minor revisions for each based on the City' s consolidated comments .

Topographic Survey (AutoCad file and PDF)
Existing Utilities and Drainage Conditions Summary Graphic Geotechnical Report
Project Base Map & Site Analysis
Site Analysis , Opportunities & Constraints Graphics
Community Engagement Part 2 materials
Analysis and Engagement Summary Report
City Review Meetings Agendas & Meeting summarie s
Monthly invoices
TASK 3: CONCEPT DESIGN
Task 3.1 Draft Concept Designs
The MIG Team will prepare up to (2) Concept Plan s that depict the scale and relationships between the different park areas and show how the elements are orga niz ed and connected within each area . Alternatively, the analysi s 3 340
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EXHIBIT A
and input may direct the project towards one primary layout with options. The Concept drawings will contain enough information to explain the general form, content, and quality of the design, including:

Site vision statement with a short narrative description that characterize the main features, unique aspects, visitor experience, program elements, and operations Concept plan
Precedent design images to support the design ideas
Opinion of Probable Costs
Monthly invoices
Task 3.2 City Review Meeting
Two-hour virtual meeting . MIG will present the (2) Concept Plans to City Staff for feedback and approval. MIG and the City will also use this meeting to coordinate the details of the upcoming public engagement actions and events.

Task 3.3 Commission/ Council Meetings
MIG will present the Concept Plans at (2) Commission/ Council meetings for input and approval, such as Parks and Recreation Commission and City Council. Assume each is a virtual one-hour meeting. More presentations can be accommodated through extra services if needed.

Task 3.4 Community Engagement Part 3: Consider the Concepts MIG will revise/finalize the Concept Plans per City feedback and create both analog and digital content to share the Concept Plans with the public for evaluation and feedback . MIG will review the public engagement materials with City Staff for approval. MIG will monitor any online survey results over a two- to three-week period. MIG will also lead up to (2) additional community conversations ( either facilitated on line or, if social distancing policies allow as small coffee meetings), intercept events, pop-ups, or outreach opportunities as determined with the City .

Task 3.5 City Review Meeting
Two-hour virtual meeting. MIG will meet with the City to discuss the community engagement process and feedback ; and to go over options and direction for developing the Preferred Concept .

Task 3 .6 Preferred Concept Design
The MIG Team will incorporate the public and City feedback into a Preferred Concept. The Preferred Concept will contain enough information to explain the general form, content, and quality of the design, including :
a statement describing the vision for the site
a short narrative description that characterizes the main features, unique aspects, visitor experience , program elements, and operations
precedent design images to support the concept plan
Conceptual level grading plans for disturbed areas within the project limits Conceptual utility connection plans including storm drainage, preliminary stormwater treatment and detention facility sizes, sanitary sewer, water, and fire protection services Opinion of Probable Costs
Task 3. 7 City Review Meeting
Two-hour virtual meeting. MIG will present the Preferred Concept to the City for review and feedback .

Task 3.8 Illustrative 3d/ Bird' s-eye view Graphic
Provide an illustrative 3d or Bird's-eye view site graphic to share with the community and help with fund raising .

Task 3.9 Community Engagement Part 4: Define the Project MIG will finalize the Preferred Concept per the City feedback and will create graphics and materials for a final virtual public presentation . MIG will review the public engagement materials with City Staff for approval. Allow for 1) round of revisions .
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MIG will share the Preferred Concept design and Illustrative Graphic with the public to show how earlier community input shaped the final concept. MIG will provide a multi- media, online walk- through of the Preferred Concept with an opportunity to provide general feedback. This step is an opportunity to celebrate the culmination of the community engagement process and mark the transition to the next stage- construction drawings and building the new playground.

Task 3.10 City Review Meeting
Two- hour virtual meeting. MIG will meet with City Staff to discuss the public' s comments and get final approval before moving into the Construction Documents phase.

Task 3.11 Environmental Approvals Coordination
MIG will provide minor assistance with graphics and coordination. More help may be provided if desired as additional services.

Task 3.12 Project Management and Team Coordination
The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet .

TASK 3 DELIVERABLES
Unless otherwise noted, all deliverables will be provided in PDF format. We assume one round of minor revisions for each based on the City's consolidated comments.

Draft Plans & Opinion of Probable Costs
Commission/ Council Presentations ( 2)
Community Engagement Part 3 materials and summaries
City Review Meetings Agendas & Meeting summaries
Preferred Concept Plan & Opinion of Probable Costs
Illustrative 3D/Birdseye Graphic
Community Engagement Part 4 materials and summaries
Monthly invoices
TASK 4: CONSTRUCTION DOCUMENTS ( CD)
The MIG Team will prepare design plans, construction documents, specifications and opinions of probable costs at the milestones noted below. We will schedule the design and bid process, identifying significant milestone dates and actions items for the project team and assist the City in developing bid documents to advertise for construction. The City will provide any City-required standard details, titleblocks, requirements, and specifications to the MIG team at the beginning of this phase . All submittals will be in the form of a PDF submitted through email, Google drive, or other free and readily available digital sharing format approved by The City.

Task 4.1 Preliminary CD Plans
The MIG Team will prepare preliminary plans in AutoCAD showing the layout of proposed play area elements, including play elements, paving, site furnishings, planting areas and other site features .

Task 4.2 Preliminary CD City Check- in Meeting
MIG will facilitate a meeting with City staff to review consolidated comments on the preliminary plans to clarify questions and confirm corrections or minor refinements needed for the 50% set. A summary of the meeting will be prepared .

Task 4.3 50% CD Submittal
The MIG Team will prepare construction documents to a 50% level of completion, drafted in digital format using AutoCAD. Plans shall be prepared at a minimum of 1" = 20' scale, As part of the package, the MIG Team will 5 342
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develop a materials and equipment schedule reflecting site material, equipment and furnishing selections so the City can review the new playground' s proposed aesthetic vision.

This scope assumes the development of one set of construction drawings for a single-phase project. If the City's budgeting results in the need for phasing or alternates, these can be provided for an additional fee.

Task 4.4 50% CD Opinion of Probable Costs
The MIG Team will develop an Opinion of Probable Costs based on the submitted plans.

Task 4.5 50% CD Regulatory Approval Coordination/Assistance (Allowance) The MIG Team has a small allowance to allow for regulatory approval document preparation and coordination for City reviews such as ADA review, stormwater, and the maintenance department.

Task 4.6 City Review Meeting
The City will provide one set of consolidated review comments detailing the required changes to the 50% CD drawings and opinion of probable costs. These will be discussed in a two-hour (maximum) virtual meeting between the City and MIG to confirm design direction before beginning the 90% CD package.

Task 4.7 90% CD Submittal
Based on the 50% CD's submittal and incorporating the City's direction from the 50% CD review meeting, the MIG Team will prepare construction documents to a 90% level of completion . The MIG Team will also provide CSI format technical specifications related to the scope of work . Design documentation, including specifications, will be consistent with required federal, state, and local codes and regulations .

Task 4.8 90% CD Opinion of Probable Costs & QA/QC Review The MIG Team will develop an Opinion of Probable Costs based on the submitted plans. MIG's QAQC team will perform an in-house review of drawing set and specifications to ensure Quality Assurance+ Quality Control.

Task 4.9 City Review Meeting
The City will provide one set of consolidated review comments detailing any required changes to the Design 90% CD package. These will be discussed and finalized in a two-hour (maximum) virtual meeting between the City and MIG prior to finalizing the 100% CD package.

Task 4.10 100% CD Submittal/Permit Set
Based on the final consolidated list of comments and direction from the City, the MIG Team will advance the construction documents set to a level of 100% completion. We will produce final technical specifications in CSI format to describe the requirements for construction materials, equipment, systems, standards, and workmanship.

The City will be responsible for providing the Division I specifications sections. The MIG team assumes that multiple permit packages are not required and that 100% construction documents will be comprise the construction permitting set. The MIG Team will package the 100% complete construction documents and submit to the City for final review and comment (PDF format). One round of minor edits may be incorporated by the MIG Team to create the final Permit Set.

Task 4.11 Bid Set Preparation
Incorporating minor revisions related to comments from the permitting review, the MIG Team will prepare final design ( bid) documents based on the 100% drawings and techncial specifications.

Task 4.12 Project Management and Team Coordination
The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet.

TASK 4 DELIVERABLES
Unless otherwise noted , all deliverables will be provided in PDF format.

Preliminary plans ( In-progress check- in) for City Review Design Development (50% CD) Submittal - Drawings and Spec TOC Design Development ( 50% CD) Opinion of Probable Costs
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EXHIBIT A
90% CD Submittal - Drawings and Specs
90% CD Opinion of Probable Costs
100% CD Drawing Set - Drawings and Specs
100% CD Opinion of Probable Costs
Monthly invoices
TASK 5: BIDDING SUPPORT
Task 5.1 Pre-bid Meeting
MIG will attend the pre-bid meeting to respond to questions about the Construction Documents.

Task 5.2 Bid Assistance Allowance ( Bidder Question Response) The MIG Team has made an allowance to prepare responses to bidders' questions to clarify the construction documents.

Task 5.3 Conformed Construction Set Submittal
Once the bid period is complete and the contractor has been selected, the MIG Team will prepare a final conformed set for the contractor' s use during construction. The conformed construction set will incorporate the addenda and responses to bidders' questions.

Task 5.4 Project Management and Team Coordination
The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet.

TASK 5 DELIVERABLES
Unless otherwise noted, all deliverables will be provided in PDF format.

Responses to Bidders' Questions
Conformed Construction Set
Monthly invoices
No allowance has been made for any value engineering at the Bid Phase . Should bids come in higher than anticipated due to unforeseen market conditions, the MIG Team will meet with the Client to discuss options to move the project forward. Any additional design, coordination or submittals can be provided for additional services.

TASK 6: CONSTRUCTION ADMINISTRATION
Task 6.1 Preconstruction Meeting Participation
The MIG Team will attend and participate in a Pre-Construction meeting scheduled and lead by the City. The MIG Team will attend the meeting to support the City in answering the contractor' s questions. This scope assumes attendance by the lead landscape architect and civil engineer. If needed, other design team members can be made available through additional services.

Task 6.2 Responses to Contractor Submittals
The MIG Team will review and take appropriate action ( approve with modifications, reject, etc.) on the Contractor' s submittals such as RFl's , Shop Drawings, Product Data and Samples, to confirm conformance with the design intent of the project and compliance with the information given in the Contract Documents . Reviews will take place in accordance with reasonable promptness and according to language agreed upon in the bid documents. Reviews and approvals or other action shall not extend to means, methods, techniques, sequences, or procedures of construction or the safety precautions and programs incident thereto. Approval of a specific item shall not indicate approval of an assembly of which the item is a component. The MIG Team assumes a maximum 7 344
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EXHIBIT A
of two reviews of contractor submittals and shop drawings . Additional reviews can be provided through additional services ( see last section).

Task 6.3 Construction Meetings and Site visits
MIG will attend up to (4) construction meetings to review construction progress and Contractor' s compliance with the design intent. These meetings can be virtual or on-site, depending on current safety measures . In addition, MIG will perform up to (8) site visits and the Civil engineer will perform up to three ( 3) site visit/reviews, as requested by City. Task assumes a maximum construction duration of ten months .

Task 6.4 Preliminary Punch List Site Visit and Preparation When notified that the construction is substantially complete, the MIG team will make one site visit with the City's representative and perform a Preliminary Punch List inspection of the Project to observe any apparent defects in the completed construction regarding conformance with design intent ofthe Contract Documents. MIG will consolidate observations and provide a "punch list," describing the items it recommends for the contractor' s correction prior to scheduling the Final Punch List Site Visit.

Task 6.5 Final Punch List Site Visit and Preparation
When notified that the construction is fully complete, the MIG team will make one site visit with the City's representative and perform a "Final" inspection of the Project to observe any apparent defects in the completed construction regarding conformance with design intent of the Contract Documents. MIG will consolidate observations and provide a Final Punch List, describing the items it recommends for the contractor' s correction prior to closing out the construction contract.

Task 6.6 Project Management and Team Coordination
The MIG Team will continue Project Management and Team Coordination duties as described in Task 1 and with additional meetings as noted on the accompanying fee spreadsheet.

TASK 6 DELIVERABLES
Unless otherwise noted , all deliverables will be provided in PDF format.

Submittal and Shop Drawing review documentation
Responses to contractor' s Requests for Information
Construction Meetings -( up to 4)
Site Visits -( up to 11)
Preliminary Punch List
Final Punch List
Monthly invoices

ADDITIONAL SERVICES
The MIG Team has a broad range of experience, skills and services. The following is a non-exhaustive list of items that are not included in this scope but could be provided as additional services ifthey are needed or desired by the City:

Additional community engagement beyond the scoped items in the process ( including digital advertisement, intercept surveys, additional surveys/ workshops/ open houses/ pop- up events).

Additional public meetings beyond the scoped items in the process ( including attending City Council meetings, public hearings, hearing examiner meetings, public open houses, and local association meetings).

City project team meetings beyond those listed
Additional design alternative drafts or renderings other than those listed.

Preparation of phased or multiple-packaged construction documents. 8 345
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Preparation of special studies outside our scope of work.

Intensive research and testing to determine conditions of existing site utilities (i.e., pothol ing, smoke testing, dye testing, pressure testing, fire flow testing, videotaping, etc.).

Utility Relocation Plans
Supplemental surveying services beyond the initial survey necessary for completeness .

Appeal, Design Exception, and Alternative Review applications.

Services related to future facilities and improvements.

Design of water capture/re-use systems, pump stations, sump pumps, or force mains for sanitary sewer or storm drainage systems, ifrequired.

Design of systems to comply with or obtain LEED certification, including preparation of LEED documentation and addressing review comments from the USGBC.

Redesign of civil/landscape items following completion of construction document as a result of site and building plan changes or unforeseen existing conditions.

Design for areas not identified in the project understanding.

Value Engineering. Ifthe MIG Team is needed to assist with VE and/or bid negotiations, it is available on a Time and Materials basis.

Arborist Report
Project Record Drawings
PROJECT SCOPE ASSUMPTIONS:

CLIENT: ' The City' refers to the City of Cupertino' s Jollyman project team .

BUDGET: Scope and fee is based on a construction budget of $2,910,000 ($2,670,000 base budget with a 240,000 contingency). The City has identified a fundraising goal of $1,000,000. Iffundraising goals are not met, there will be a shortfall. Redesign to value engineer the project will require a contract modification .

DELIVERABLES: Unless otherwise indicated, all deliverables will be provided in PDF format. Native files will be created in software selected at the consultant team's discretion . Ifthe City desires printed copies or specific file formats, the MIG Team is happy to work with the City to develop a strategy that meets the project's budget and needs.

IN-PERSON MEETINGS : Team meetings and most community engagement events are assumed to be virtual with some limited outdoor engagement events as noted .

TRANSLATION: All documentation will be in English; however, as an additional serv ice, the MIG Team can provide exhibits in other languages .

CONSOLIDATED COMMENTS: The City will provide MIG with (1) set of vetted and consolidated comments from all parties/agencies in all tasks involving review and feedback.

PERMIT FEES: All permit fees and agency charges will be paid by others.

UTILITIES : The site is adequately served by utilities adjacent to the site.

OFFSITE UTILITIES/STREET/PARKING DESIGN: Offsite utility or street/parking design beyond the identified playground area is not included in this proposal.

ENVIRONMENTAL WORK : Floodplain, wetland, soil remediation or environmental work is not included in this proposal.

CONSTRUCTION TESTING+ INSPECTIONS: Necessary testing and inspections during construction will be provided by others .

EXISTING UTILITY DISTRIBUTION: It is assumed that existing utility distribution systems will not be impacted by the proposed development.
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EXHIBIT A
SURVEY AREA:
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EXHI BIT A
City of Cupertino I Jollyman Park All- Inclusive Playground estimated ro · ect cost
Utyo/ C'-'!> fflw, o •. Joll), m.,, P..- lt .IJl-lnclus,,.,. P! aygrou,, d I FM l"roj:, otal 348
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EXHIBIT B: Schedule
Jollyman Park All-Inclusive Playground
Task 1: Project Initiation and Ongoing Project Management - January 2022 ( 0.5 month) Task 2: Data Collection and Existing Conditions - Jan - Feb 2022 ( 1.5 months) Task 3: Concept Design - Mar - June 2022 ( 4 months)
Task 4: Construction Documents - June 2022 - Mar 2023 ( 7 months) Task 5: Bidding Support - Apr.- June 2023 ( 2.5 months) Task 6: Construction Administration - June 2023 - Mar. 2024 ( 9.5 months) Project schedule is subject to refinement at the kickoff meeting and will be regularly updated during the course of the project, working with City staff, to better reflect project needs and City review times. 349
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EXHIBIT C: Hourly Rates and Reimbursable Expenses
Jollyman Park All-Inclusive Playground
Unless specified otherwise, invoices are submitted monthly showing time and charges for professional services by staff category and a separate figure for expenses. Invoices are payable upon receipt. Invoices unpaid past 30 days are subject to interest at 1-1/2% per month. MIG Inc. labor includes all overhead.

Hourly rates by position are noted below:

Role
Principal- in-Charge
Project Manager
Play Specialist/ CPS!
Project Associate
Irrigation Designer
Community Outreach Specialist
Senior Urban Designer
Project Assistant
Planner/ Master Plan Advisor
ADA Specialist
Graphic Designer
Expenses are as follows:

Type
Automobile travel
Meals
Photocopy ( letter and tabloid)
Color copies ( letter and tabloid)
Commercial printing/ plotting
Subcontractors
Other ( lab tests, aerial photos, etc)
hour
210
180
160
95 145
140
150
80 165
135
140
Rate
current IRS rate
cost+ 5%

0.10/ print

0.50/ print
cost+ 5%
cost+ 5%
cost+ 5%
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EXHIBITD
Insurance Requiremen ts
Design Professionals & Consultants Contracts
Consu ltant shall procure prior to commencement ofServices and maintain for the duration ofthe 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). Ifa 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 ofcoverage ofany 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 selfinsurance 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 ofCalifornia, with Statutory Limits and Employer' s Liability Insurance ofno less than $ 1,000,000 per occurrence for bodily injury ordisease.

J Not required Consultant has provided written verification ofno 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 $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 ofthe Contract. b. Insurance must be maintained for at least five ( 5) years after completion ofthe Services. c. Ifcoverage 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 offive ( 5) years after completion ofthe Services .

OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:

Exh. D-Jnsurance Requirements for Design Professionals & Consultants Contracts Form Updated Sept. 2019 1 351
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Additional Insured Status
The City ofCupertino, 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, iflater 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 ofCancellation
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 ifdue to non- payment of premiums.

Waiver ofSubrogation
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 ofwhether 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 ofInsurers
Insurers must be licensed to do business in California with an A.M. Best Rating ofA-VII, or better.

Verification ofCoverage
Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies ofthe policies effecting the coverage required by this Contract), and a copy ofthe Declarations and Endorsement Page ofthe 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
IfConsultant 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 ofCoverage
City reserves the right to modify these insurance requirements/ coverage based on the nature ofthe risk, prior experience, insurer or other special circumstances, with not less than ninety ( 90) days prior written notice.

Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Sept. 2019 2 352
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ACORD® CERTIFICATE OF LIABILITY INSURANCE I

DATE (MM/OONYYY)
11/22/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

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).

PRODUCER ~~~ l~cT The Certfiicate Team
AssuredPartners Design Professionals Insurance Services , LLC PHONE I FAX
3697 Mt. Diablo Blvd Suite 230 IA/ f' No "•"· ( A/C Nol:

Lafayette CA 94549 ~ fD~~ ss: CertsDesiqnPro@AssuredPartners . com INSURER(S) AFFORDING COVERAGE NAIC#
License#: 6003745 INSURER A : Berkley Insurance Company 32603 INSURED MIGI NC0-01
INSURER B : Travelers Property Casualty Company of America 25674 MIG , Inc.

INSURER c : The Travelers Indemnity Company of Connecticut 25682 Moore lacofano Goltsman , Inc.
800 Hearst Ave INSURER D :

Berkeley CA 94710 INSURER E:

INSURER F :

COVERAGES CERTIFICATE NUMBER: 2075696555 REVISION NUMBER:

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 ADDL SUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE ,., en wun POLICY NUMBER ! MM/DDNYYYl ! MM/DDNYYYl LIMITS B X COMMERCIAL GENERAL LIABILITY y y
6801 H89999 8 8/ 31 / 20 2 1 8/31 / 2022 EACH OCCURRENCE $ 1 ,000 , 000 - D CLAIMS- MADE 0 OCCUR

DAMAGE TO RENTED -
PREMISES ! Ea occurrence \ $ 1,000 ,000
X Contra ct ual Liab MED EXP ( An y one person ) $ 10, 000 - Included PERSONAL & ADV INJURY $ 1 ,000 , 000 -
GEN ' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2 ,000 , 000 Fl 0 PROPOLICY JECT 0 LOC PRODUCTS - COMP/ OP AGG $ 2 ,000, 000 OTHER: $
C AUTOMOBILE LIABILITY y y
BAOS57994 7 8/3 1/20 2 1 8/3 1/202 2
COMBINED SINGLE LIMIT $ 1,000 , 000 / Ea acc ident ! -
X AN Y AUTO BODILY INJURY ( Per pers on) $ -

OWNED - SCHEDULE D
BODILY INJURY ( Per accident) $ -

AUTOS ONLY - AUTOS
X
HIRED XNON- OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY / Per accident\ -
B X UMBRELLA LIAB MOCCUR y y
CUPOH75 8762 8/31 / 2021 8/31 / 2022 EACH OCCURRENCE $ 10, 000 ,000 - EXCESS LIAB CLAIMS- MADE AGGREGATE $ 10, 000, 000
OED I X I RETENTION $ n $
B WORKERS COMPENSATION y UB2L553909 8/31 / 2021 8/3 1/2022 X I ~ffruTE I I
OTHER AND EMPLOYERS" LIABILITY YIN

ANYPROPRIETOR/ PARTNER/ E XECUTI VE
N/A
E.L. EACH ACCIDENT $ 1,000 , 000
OFFICER/ MEMBER EXCLUDED ?
Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000 , 000 i~~ftff3~ ~n~OPERATION S be low E. l. DISEASE - POLIC Y LIMIT $ 1 ,000 , 000 A Profe ssio nal Liabili ty N y AEC90472500 3 8/3 1/2021 8/ 31 / 2022 Each Claim $ 3 ,000 ,000 Annual Ag gregate $ 5 ,000 ,000
DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES ( ACORD 101 , Add itional Remarks Sch edul e, may be attached if more spac e is requ ired) Umbrella Liability policy is a follow- form underlying General Liability/ Auto Liability/ Employers Liability.

Re: Jollyman Park All- Inclusive Playground
The City of Cupertino, its City Council , officers , officials , employees, agents , servants and volunteers are named as an additional insured as respects general liability and auto liability as re quired per written contract o r agreement. General Liability is Primary/ Non- Contributo ry per policy form wording . In surance coverage includes waiver of subrogation per the attached endorsement( s).

CERTIFICATE HOLDER
City of Cuperti no
10300 To rre Ave .

Cuperti no CA 950 14
CANCELLATION 30 D a s Not ice of Cancellation

SHOULD ANY OF THE ABOVE DESCRIBED POLIC IES B E CANCELL ED BEFORE

THE EXPIRATION DATE T HEREOF , NOTICE WI L L BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
1988- 2015 A C ORD CORPORATION . All rights rese rve d.

ACORD 25 ( 2016/ 03) T he ACORD n am e an d logo are register ed marks of ACORD 353
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COMMERCIAL GENERAL LIABILITY
POLICY NUMBER: 6801H899998
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS- COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person( s) Or Organization( s):

Location And Description Of Completed Operations
Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization( s) section of this Schedule applies.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization( s) shown in the Schedule, but only with respect to liability for " bodily injury" or " property damage" caused, in whole or in part , by " your work" at the location designated and described in the schedule of
this endorsement performed for that additional insured and included in the " products- completed operations hazard".

CG 20 37 07 04
CG TS 02 XXXX
ISO Properties , Inc., 2004 Page 1 of 1
DATE OF ISSUE : 08l3112021 354
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COMMERCIAL GENERAL LIABILITY
POLICY NUMBER 6801H899998
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Names of Additional Insured Person( s) or Organization( s):

Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part , provided that such written contract was signed by you before, and is in effect when, the bodily injury" or "property damage" occurs or the " personal injury" or " advertising injury" offense is committed.

Location of Covered Operations:

Any project to which a written contract with the Additional Insured Person( s) or Organization( s) in the Schedule applies.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II - Who Is An Insured is amended to include as an additional insured the person( s) or organization( s) shown in the Schedule, but only
with respect to liability for " bodily injury", " property damage", " personal injury" or " advertising injury"
caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured( s) at the location( s) designated above .

B. With respect to the insurance afforded to these
additional insureds, the following additional exclusions apply:

This insurance does not apply to " bodily injury" or
property damage" occurring, or " personal injury"
or " advertising injury" arising out of an offense
committed, after:

CG D3 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 CG TS 01 xx xx Includes copyrighted material of Insurance Services Office, Inc. with its permission.

DATE OF ISSUE: 08/31 /2021
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Policy # 6801 H899998

COMMERCIAL GENERAL LIABILITY
c. Method Of Sharing
If all of the other insurance pennits contribution
by equal shares, we will follow this method also.

Under this approach each insurer contributes
equal amounts until it has paid its applicable
limit of insurance or none of the loss remains,
whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will contribute
by limits. Under this method, each insurer' s
share is based on the ratio of its applicable limit
of insurance to the total applicable limits of
insurance of all insurers .
d. Primary And Non-Contributory Insurance If
Required By Written Contract
If you specifically agree in a written contract or
agreement that the insurance afforded to an
insured under this Coverage Part must apply on
a primary basis, or a primary and noncontributory basis, this insurance is primary to other insurance that is available to such insured
which covers such insured as a named insured,
and we will not share with that other insurance,
pro\ lided that:
1) The " bodily injury'' or "property damage" for
which coverage is sought occurs; and
2) The " personal and advertising injury" for
which coverage is sought is caused by an
offense that is committed;
subsequent to the signing of that contract or
agreement by you.

5. Premium Audit
a. We will compute all premiums for this Cowrage
Part in accordance with our rules and rates.
b. Premium shown in this Cm.. erage Part as
advance premium is a deposit premium only. At
the close of each audit period we will compute
the earned premium for that period and send
notice to the first Named Insured. The due date
for audit and retrospective premiums is the date
shown as the due date on the bill. If the sum of
the advance and audit premiums paid for the
policy period is greater than the earned
premium, we will return the excess to the first
Named Insured.
c. The first Named Insured must keep records of
the information we need for premium
computation, and send us copies at such times
as we may request.

6. Representations
By accepting this policy, you agree :
a. The statements in the Declarations are
accurate and complete ;
b . Those statements are based upon
representations you made to us; and
c. We haw issued this policy in reliance upon
your representations.

7. Separation Of Insureds
Except with respect to the Limits of Insurance, and
any rights or duties specifically assigned in this
Coverage Part to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom claim
is made or " suit" is brought.

8. Transfer Of Rights Of Recovery Against Others
To Us
If the insured has rights to recover all or part of any payment we have made under this Coverage Part,
those rights are transferred to us. The insured must
do nothing after loss to impair them. At our request,
the insured will bring " suit" or transfer those rights to us and help us enforce them.

9. When We Do Not Renew
If we decide not to renew this Cowrage Part, we will
mail or deliver to the first Named Insured shown in
the Declarations written notice of the nonrenewal
not less than 30 days before the expiration date.

If notice is mailed, proof of mailing will be sufficient proof of notice.

SECTION V - DEFINITIONS

1. " Advertisement" means a notice that is broadcast or published to the general public or specific market
segments about your goods, products or services
for the purpose of attracting customers or
supporters. For the purposes of this definition :
a. Notices that are published include material
placed on the Internet or on similar electronic
means of communication; and
b. Regarding websites, only that part of a website
that is about your goods, products or services
for the purposes of attracting customers or
supporters is considered an advertisement.

Page 16 ends

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Policy# 6801H899998
occupational therapist or occupational
therapy assistant, physical therapist or
speech-language pathologist; or
b) First aid or " Good Samaritan services"
by any of your "employees" or "volunteer
workers", other than an employed or
volunteer doctor. Any such " employees"
or "volunteer workers" providing or failing
to provide first aid or "Good Samaritan
services" during their work hours for you
will be deemed to be acting within the
scope of their employment by you or
performing duties related to the conduct
of your business.

3. The following replaces the last sentence of
Paragraph 5. of SECTION Ill - LIMITS OF
INSURANCE:

4. The following exclusion is added to
Paragraph 2., Exclusions, of SECTION I -

COVERAGES - COVERAGE A - BODILY

INJURY AND PROPERTY DAMAGE
LIABILITY:

5. The following is added to the DEFINITIONS
Section :

Incidental medical services" means :
a. Medical, surgical , dental, laboratory, xray or nursing service or treatment, advice or instruction, or the related
furnishing of food or beverages; or
b. The furnishing or dispensing of drugs or
medical, dental , or surgical supplies or
appliances .

6. The following is added to Paragraph 4.b.,
Excess Insurance, of SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

This insurance is excess over any valid and
collectible other insurance , whether primary ,
excess, contingent or on any other basis ,

K. MEDICAL PAYMENTS - INCREASED LIMIT
The following replaces Paragraph 7. of
SECTION Ill - LIMITS OF INSURANCE:

L. AMENDMENT OF EXCESS INSURANCE

CONDITION - PROFESSIONAL LIABILITY
The following is added to Paragraph 4.b.,
Excess Insurance, of SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS:

This insurance is excess over any of the other
insurance, whether primary, excess, contingent
or on any other basis, that is Professional
Liability or similar coverage, to the extent the
loss is not subject to the professional services
exclusion of Coverage A or Coverage B.

M. BLANKET WAIVER OF SUBROGATION -

WHEN REQUIRED BY WRITTEN CONTRACT

OR AGREEMENT
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us ,
of SECTION IV - COMMERCIAL GENERAL
LIABILITY CONDITIONS:

If the insured has agreed in a written contract or
agreement to waive that insured's right of
recovery against any person or organization, we
waive our right of recovery against such person
or organization, but only for payments we make
because of:
a. " Bodily injury" or " property damage" that
occurs ; or
b. " Personal and advertising injury" caused by
an offense that is committed ;
subsequent to the signing of that contract or
agreement.

CG D3 79 0219 © 2017 The Travelers Indemnity Company. All rights reserved . Page 5 of 6 Includes copyrighted material of Insurance Services Office , Inc . with its permission . 357
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Policy: BA0S579947 COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

CA T4 37 0216 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission . 358
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Policy#: BA0S579947 COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - PRIMARY AND

NON-CONTRIBUTORY WITH OTHER INSURANCE
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

PROVISIONS

1. The following is added to Paragraph A.1.c., Who
Is An Insured, of SECTION II - COVERED
AUTOS LIABILITY COVERAGE:

This includes any person or organization who you
are required under a written contract or
agreement between you and that person or
organization , that is signed by you before the
bodily injury" or " property damage" occurs and
that is in effect during the policy period , to name
as an additional insured for Covered Autos
Liability Coverage , but only for damages to which
this insurance applies and only to the extent of
that person' s or organization' s liability for the
conduct of another " insured".

2. The following is added to Paragraph B.5., Other
Insurance of SECTION IV - BUSINESS AUTO
CONDITIONS :

Regardless of the provisions of paragraph a. and
paragraph d. of this part 5. Other Insurance, this
insurance is primary to and non- contributory with
applicable other insurance under which an
additional insured person or organization is the
first named insured when the written contract or
agreement between you and that person or
organization , that is signed by you before the
bodily injury" or " property damage" occurs and
that is in effect during the policy period , requires
this insurance to be primary and non- contributory .

CA T4 74 0216 © 2016 The Travelers Indemnity Company . All ri ghts reserved . Page 1 of 1 Includes copyrighted material of Insurance Services Office , Inc . with its permission . 359
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Policy# BA0S579947

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following :

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
The following replaces Paragraph A.5., Transfer of
Rights Of Recovery Against Others To Us, of the
CONDITIONS Section:

5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have
against any person or organization to the extent
required of you by a written contract executed
prior to any " accident" or "loss", provided that the
accident" or " loss" arises out of the operations
contemplated by such contract. The waiver ap -
plies only to the person or organization designated in such contract. 2015 The Travelers Indemnity Company. All rights reserved . P-age 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission . 360
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TRAVELERSJ WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76 ( A) -
POLICY NUMBER: UB2L553909

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT - CALIFORNIA

The additional premium for this endorsement shall be
mium.
of the California workers' compensation pre -
Schedule
Person or Organization Job Description
Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.

The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
2-......

Insurance Company Countersigned by ____________ _
Travelers Property Casualty Company of America
DATE OF ISSUE: 1112212021 Page 1 of 1
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II
11 Ii
Ii
Ii
SIGNED_ MIG for All-Inclusive Playground at
Jollyman Park
Final Audit Report 2021- 12- 10
Created : 2021- 12- 09
By : Julia Kins! Guliak@cupertino . org)
Status : Signed
Transaction ID: CBJCHBCAABAA4F2c7BjpwgFJsSICx8DpGz7IC4gcweSm SIGNED_ MIG for All-Inclusive Playground at Jollyman Park" Hi story
Document created by Julia Kinst Uuliak@cupertino. org)
2021- 12- 09 - 6:39 :15 PM GMT- IP address : 64.165. 34. 3 0" o, Document approved by Julia Kinst Uuliak@cupertino. org) Approval Date : 2021- 12- 09 - 6:41 : 23 PM GMT - Time Source: server- IP address : 64 .165. 34.3 l2. Document emailed to Araceli Alejandre ( aracelia@cupertino. org) for approval 2021- 12 -09 - 6:41 : 25 PM GMT
0"0 Document approved by Araceli Alejandre ( aracelia@cupertino. org) Approval Date: 2021- 12- 09 - 11 : 56 :31 PM GMT - Time Source : server- IP address : 64. 165. 34. 3 l2. Document emailed to Christopher D. Jensen ( christopherj@cupertino. org) for signature 2021- 12- 09 - 11 : 56 :33 PM GMT
Email viewed by Christopher D. Jensen ( christopherj@cupertino. org) 2021- 12- 10- 0:10:34 AM GMT- IP address: 172. 225 .89 .120 0c, Document e-signed by Christopher D. Jensen ( christopherj@cupertino. org) Signature Date: 2021- 12 -10 - 1:47 :55 AM GMT- Time Source : server- IP address : 136. 24. 42. 212 l2. Document emailed to Dianne Thompson ( she/ her) ( diannet@cupertino. org) for signature 2021- 12- 10 - 1:47 :59 AM GMT
Email viewed by Dianne Thompson ( she/ her) ( d iannet@cupertino. org) 2021- 12- 10 - 3:18 :35 AM GMT- IP address : 104. 28 .1 24 .179 0" o, Document e-s igned by Dianne Thompson ( she/ her) ( diannet@cupertino. org) Signature Date : 2021 - 12- 10 - 3:28 :01 AM GMT- Time Source : server- IP address : 99 .179 .16. 200 IJP' ll'ITI N 9
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f8'. Document emailed to Kirsten Squarcia ( kirstens@cupertino . org) for signature 2021- 12- 10 - 3:28 :04 AM GMT
Email viewed by Kirsten Squarcia ( kirstens@cupertino. org) 2021- 12- 10 - 4 :33 :05 AM GMT- IP address : 172 .225 .89 .144 0c, Document e-signed by Kirsten Squarcia ( kirstens@cupertino. org) Signature Date : 2021 - 12-10 - 4 :33 :24 AM GMT - Time Sou rce : server- IP address: 69 .110 .137 .176 9 Agreement completed.
2021 - 12- 10 - 4 :33 :24 AM GMT
4;\J l' llfTtNQ
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CITY OF
a
DESIGN PROFESSIONAL SERVICES AGREEMENT < SINGLE}

WITH MIG, INC

CUPERTINO

2. SERVICES

2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant' s written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected by City. Consultant further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID- 19.

Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions.

3. TIME OF PERFORMANCE

3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. Ifthe Services are divided by tasks, Consultant must begin All-Inelusive Playgmund at Jollyman Park
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work on each separate task upon receiving City' s Notice to Proceed (" NTP"), and must complete each task within the time specified in ExhibitB.

3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time.

4. COMPENSATION

4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, ifapproved, a cumulative total amount that will be capped so as not to exceed $ 389, 511. 00 (" Contract Price"), as specified in Exhibit C, Compensation, attached and incorporated here . The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant' s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price .

4.2 Basic Services. City will pay Consultant $ 389, 511 . 00 (" Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, sub- Consultants' costs, materials, supplies, equipment, travel, taxes, overhead, and profit. Ifthe Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City' s reasonable satisfaction.

4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $ 0.00 Additional Services provided to City' s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. Ifpaid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge (" Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site.

4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the Amount due for the preceding month. City will pay Consultant within thirty ( 30) days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. Ifthe disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: ( i) name and title of each person providing Services; ( ii) a succinct summary of the Services performed by each person; iii) the time spent per person, in thirty ( 30) minute increments; ( iv) the hourly billing rate or Sub- Consultant charge and payment due; and ( v) an itemized list with amounts and explanation for all permitted reimbursable expenses .

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b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses.

5. INDEPENDENT CONTRACTOR

5.5 Tools, Materials, and Equipment. Consultant will supply and shall be responsible for all tools, materials, and equipment required to perform the Services under this Agreement.

5.6 Payment of Benefits and Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Consultant 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. Consultant shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Consultant' 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 Consultant. 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 Consultant, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Consultant agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City All-Inclusive- Playground at Jollyman Park
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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.

5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those ofits sub- Consultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense.

6. PROPRIETARY /CONFIDENTIAL INFORMATION
During the Contract Time, Consultant 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. Consultant shall hold in confidence all City information and use it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data.

7. OWNERSHIP OF MATERIALS

7.2 Copyright. To the extent permitted by Title 17 ofthe U.S. Code, all copyrights to the Work Product prepared/ created by Consultant and its sub- Consultants and all copyrights in such Work Product shall constitute City property. Ifit is determined under federal law that the Work Product is not " works for hire," Consultant hereby assigns to City all copyrights to the Work Product when and as created, and shall require sub -Consultants to do the same. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non- exclusive license to use such details.

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 Consultant and its sub- Consultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City' s re-use ofWorkProduct:
a) For work related to the original Services for which Consultant was hired; b) To complete the original Services with City personnel, agents or other Consultants; c) To make subsequent additions to the original Services; and/ or cl) For other City projects.

7.5 Deliverables and Format. Electronic and hard copies ofthe Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single- sided original. Large- scale architectural plans and similar All-Inclusive Playground at Jollyman Park
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items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats .

8. RECORDS

8.2 Consultant will provide City full access to Consultant' s books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or audit of Consultant' s records discloses non- compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. Ifthis is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/ deliverables for review and audit. This Section 8 survives the expiration/ termination of this Agreement.

9. ASSIGNMENT
Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation oflaw 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 Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes ofthis provision, control means fifty percent ( 50%) or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees .

10. PUBLICITY/ SIGNS
Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one ( 1) 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 Agreement, 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 or active All-Inclusive- Playground at Joll yman Park
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negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City as follows:
a. Indemnity for Design Professional Liability: With respect to the performance of design professional services by a design professional as defined in California Civil Code Section 2782. 8, to the fullest extent permitted by law, Consultant shall indemnify and hold harmless City, its officers, officials, agents, employees, and volunteers ( collectively and/ or individually " City") from and against any and all liabilities, claims, damages, losses, costs, or expenses ( including, without limitation, costs, attorneys' fees, and expert fees of litigation and alternative dispute resolution) of every nature to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, servants, agents, or subcontractors collectively and/ or individually " Consultant"), in the performance of this Agreement or failure to comply with any obligations of the Agreement. Ifit is finally determined ( through a non- appealable judgment or an agreement between City and Consultant) that liability is caused by the comparative negligence or willful misconduct of City, then Consultant' s indemnification and hold harmless obligation shall not exceed Consultant' s finally determined percentage of liability based upon the comparative fault of Consultant.

Irrespective of any language to the contrary in this Agreement, the Consultant has no duty to provide or to immediately pay for an up- front defense of City against unproven claims or allegations, but shall reimburse those litigation costs and expenses ( including, without limitation, attorneys' fees, and expert fees) incurred by the City to the extent caused by the negligence, recklessness, or willful misconduct of Consultant. In no event shall the cost to defend charged to Consultant exceed Consultant' s proportional percentage of fault, except as described in Section 2782. S( a) and ( e) of the California Civil Code .
b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement, or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant' s negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City' s choice, expert fees, and all other costs and fees of litigation.
c. Claims for Other Liability. Except as provided in subsections 11. l(a) and ( b), to the fullest extent permitted by law, Consultant shall hold harmless, defend ( with counsel agreed to by City), and indemnify City and its officers, officials, agents, employees, and volunteers collectively and/ or individually " City") from and against any and all liability, claim, loss, damage, expense, costs ( including, without limitation, costs, attorneys' fees, and expert fees oflitigation) of every nature arising out of, related to, or in connection with the performance of work hereunder by Consultant or any of its officers, employees, servants, agents, or subcontractors, or the failure of the same to comply with any of the obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or sole willful misconduct of the City.

Consultant' s duty to defend applies immediately, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend as stated herein.

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11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute, or lawsuit arising out ofthis Agreement. Consultant' s duties herein are not limited to or subject to the Contract Price, to Workers' Compensation claims , or to the Insurance or Bond limits and provisions.

Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee.

11.4 Consultant 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 Consultant in the performance ofthis 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.

11.5 This Section 11 shall survive expiration or termination ofthis Agreement.

12. INSURANCE
On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates ofinsurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant' s expense and deduct costs from payments to Consultant.

13. COMPLIANCE WITH LAWS

13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant' s ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation.

13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. Ifthe Services include a " public works" component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City' s Labor Compliance Program and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $ 30, 000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777. 5.

13.3 Discrimination Laws. Consultant shall not discriminate on the basis ofrace, 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. Consultant shall comply with all anti- discrimination laws, including All-Inclusive Playground- at Jollyman Park
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Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777, and 3077. 5.

13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant 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. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of Title 2 ofthe California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City' s rules governing gifts to public officials and employees .

14. PROJECT COORDINATION

14.2 Consultant Project Manager. Subject to City' s reasonable approval, Consultant' s Project Manager for all purposes under this Agreement will be Jan Eiesland who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City' s Project Manager on the Project status, progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays.

15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project with thirty ( 30) calendar days written notice to Consultant.

Consultant 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. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent ( 10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty ( 30) days of Consultant' s final invoice reasonably approved by the City.

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17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
This Agreement is governed 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 lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California.

Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement ( or the successors ofthose authorities). If a dispute arises, Consultant 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.

19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries ofthis Agreement.

21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. Any modification of this Agreement will be effective only ifin writing and signed by each Party' s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. Ifthere is any inconsistency between any term, clause, or provision ofthis main Agreement and any term, clause, or provision ofthe attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling.

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23. HEADINGS
The headings in this Agreement are for convenience on1y, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement.

24. SEVERABILITY IPARTIAL INVALIDITY
If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect.

26. 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 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: Evelyn Moran
Email: evelynm@cupertino. org

27. EXECUTION
To Consultant:

MIG, Inc
2055 Junction Ave, Suite 205
San Jose, CA 95131
Attention: Jan Eiesland
Email: jeiesland@migcom. com
The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. 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.

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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement.

CITY OF CUPERTINO
A Municipal Corporation
ByP~?M~)t,,(4M-/k_)
Name Dianne Thompson ( she/ her)
Title Acting City Manager
Date Dec 9, 2021
APPROVED AS TO FORM:

Chrisfopher D. Jensen
CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:

KIRSTEN SQUARCIA
City Clerk
Date Dec 9, 2021

MIG, INC
By ___________ _ D+~Pr---
Name Chris Beynon
Title Vice President/ Chief Development Officer
Date Nov 24, 2021
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EXHIBIT A
Jollyman Park All-Inclusive Playground
Scope of Work

11.12.2021
MIG has prepared the following Scope ofWork to illustrate how we will facilitate successful completion of the Jollyman Park All-Inclusive Playground Project. This scope captures and clarifies assumptions of the tasks incorporated in the attached Fee Proposal spreadsheet. The details are based on our understanding of the requirements stated in the Jollyman Park Aug. 2, 2021 RFQ and Addenda.

Project Understanding
Located in Cupertino, CA, the project entails replacing the southern existing play area at Jollyman Park with an allinclusive playground. Per the City's RFQ, the project aims to incorporate the best in supportive play theories and practices to appeal to people of all ages and abilities . The design will support recreation and social interaction for people with autism, sensory challenges, cognitive, developmental, and physical disabilities - as well as those without special needs . The project will have specific all-inclusive play amenities that will be further developed from the initial concept design with community engagement. Potential site improvement areas include walkways, storm water runoff reduction, utility identification and adjustments, landscape, irrigation, and similar site improvements within the project area. Recommended site improvements shall be based on the established Cupertino Engineering Standards. The design will be in accordance with AIPG funding guidelines; local, state and federal ADA and playground safety guidelines and requirements.

TASK 1: PROJECT INITIATION
Task 1.1 Project Kick-off Meeting & Site Tour
To initiate the project, the MIG Team will participate in a meeting with the City of Cupertino Jollyman project team The City') to discuss the project goals, opportunities, and challenges, as well as to establish project communication protocols, review project tasks and schedule, and other coordination topics to be determined in cooperation with the City. We see this meeting as an important step in developing a collaborative team that is committed to a shared process and vision for Jollyman Park.

Depending on weather and current safety protocols this may be staged as two meetings within the same week : a virtual kick-off/goals meeting followed by an in-person site tour of Jollyman Park . If an in-person kick -off meeting is feasible, then the meeting and site visit will be scheduled to occur consecutively on the same day .

Task 1.3 Background Information Request & Assembly
The MIG team will prepare a consolidated list of background information needed from the City. MIG will assemb le the information and make it avai lable fo r use by all team members ove r the course of the project. 1 375
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EXHIBIT A
Task 1.4 Community Engagement Part 1: Prepare to Engage MIG will develop a plan for community engagement, mapping out how and when to use engagement and communication techniques in a Community Outreach and Engagement Plan . We will work with the City to identify stakeholders, including both City staff and community groups, whose insights and support will help build a successful park . This plan will guide our efforts as we gather information, listen to the community and work towards the final site plan . Should the community engagement plan identify different efforts than those included below, the scope and fee will need to be revised .

Task 1.5 Inclusive Play Primer Presentation
To assist the City in gaining internal staff support for the Jollyman Play Area mission and goals, MIG will provide a two-hour interactive virtual presentation about the importance and goals of an inclusive play area. MIG will create a virtual presentation to be attended by City Staff and key stakeholders. The goal for this meeting is to get all the various stakeholders to understand the project goals, learn information about inclusivity, and begin speaking the same language when it comes to inclusive play environments . The City may post to their website for a period of 3 months and keep a recording of the presentation for internal staff use.

Task 1.6 Project Management and Team Coordination
MIG will coordinate the work of the MIG Team throughout the duration of the design phases, prepare the Project schedule, monitor the Project budget, establish, and monitor project quality, setup project accounting and prepare and submit monthly invoices. The MIG Team will coordinate and strategize with the City via 1-hour video calls to review progress and discuss direction and next steps. Please refer to the accompanying fee spreadsheet for the assumed task duration and number of meetings for each phase. MIG' s project manager will participate in these calls, as well as other pertinent team member at times, depending on the agenda .

TASK 1 DELIVERABLES
Final Scope and Schedule
Community Outreach and Engagement Plan
Inclusive Play Primer Recording
Coordination meeting notes ( for meetings led by the MIG Team) Monthly invoices
TASK 2: DATA COLLECTION AND EXISTING CONDITIONS
TASK 2.1 Topographic Survey
BKF will prepare a topographic survey of the 1.75 ac project area and surroundings as outlined on the project limits diagram ( see Survey Exhibit on the last page). Topographic survey will not include a boundary survey.

Task 2.2 Existing Utilities & Stormwater Coordination
BKF will identify existing utilitity locations, through records research and online databases, perform a Site visit to document those utilities whose above ground features can be determined by visual means and discuss potential utility constraints with MIG and the City. BKF will also document in a graphic the existing project site drainage conditions, along with new stormwater requirements to meet City/ County/ Regional requirements.

EXHIBIT A
TASK 2.4 Review of Requirements, Existing Conditions and Background Documents The MIG Team will review codes, standards and environmental regulations applicable to Jollyman Park and the potential park improvements . We will review City-provided documents and on -line research, regarding the site's natural, social and cultural history, including land use, demographics, property boundaries, as well as ongoing site operations and maintenance issues.

Task 2.6 Community Engagement Part 2: Listen, learn, Vision Building on the engagement plan and key stakeholders identified in Community Engagement Part 1, The MIG Team will prepare graphic materials to be used in several outreach methods identified in the plan. Our assumption is that this will include an on line survey; boards with similar content and a QR code that the City may print, laminate and hang at the park; ( 1) virtual community meeting; and ( 2) smaller stakeholder meetings- either virtual or outdoors. Materials will be designed to both share the site analysis and listen to the community' s own site expertise and local knowledge . In a'ddition to patterns of use and desired experiences, MIG will work with the City to strategize engagement activities that will also provide an understanding of the site and area's underlying character and cultural influences, which can be expressed in the design .

Task 2.7 Analysis and Outreach Summary Report
The MIG team will prepare an existing condition report that details the requirements, existing conditions, assumptions, constraints, opportunities, risks and risk mitigation. The report should also reflect community outreach participant input. This report will be available for the City to post to the web to keep the community informed, for help with fund raising, and for use as background for other City presentations made by City staff.

TASK 2 DELIVERABLES
Unless otherwise noted, all deliverables will be provided in PDF format. We assume one round of minor revisions for each based on the City's consolidated comments .

Topographic Survey (AutoCad file and PDF)
Existing Utilities and Drainage Conditions Summary Graphic Geotechnical Report
Project Base Map & Site Analysis
Site Analysis, Opportunities & Constraints Graphics
Community Engagement Part 2 materials
Analysis and Engagement Summary Report
City Review Meetings Agendas & Meeting summaries
Monthly invoices
TASK 3: CONCEPT DESIGN
Task 3.1 Draft Concept Designs
The MIG Team will prepare up to (2) Concept Plans that dep ict the scale and relationships between the different park areas and show how the elements are orga nized and connected within each area. Alternatively, the analysis 3 377
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Task 3.3 Commission/Council Meetings
MIG will present the Concept Plans at (2) Commission/ Council meetings for input and approval, such as Parks and Recreation Commission and City Council. Assume each is a virtual one-hour meeting. More presentations can be accommodated through extra services if needed .

Task 3.4 Community Engagement Part 3: Consider the Concepts MIG will revise/ finalize the Concept Plans per City feedback and create both analog and digital content to share the Concept Plans with the public for evaluation and feedback. MIG will review the public engagement materials with City Staff for approval. MIG will monitor any online survey results over a two- to three- week period. MIG will also lead up to (2) additional community conversations ( either facilitated on line or, if social distancing policies allow as small coffee meetings), intercept events, pop-ups, or outreach opportunities as determined with the City.

Task 3.5 City Review Meeting
Two-hour virtual meeting . MIG will meet with the City to discuss the community engagement process and feedback; and to go over options and direction for developing the Preferred Concept.

Task 3.6 Preferred Concept Design
The MIG Team will incorporate the public and City feedback into a Preferred Concept. The Preferred Concept will contain enough information to explain the general form, content, and quality of the design, including:
a statement describing the vision for the site
a short narrative description that characterizes the main features, unique aspects, visitor experience, program elements, and operations
precedent design images to support the concept plan
Conceptual level grading plans for disturbed areas within the project limits Conceptual utility connection plans including storm drainage, preliminary stormwater treatment and detention facility sizes, sanitary sewer, water, and fire protection services Opinion of Probable Costs
Task 3.7 City Review Meeting
Two-hour virtual meeting. MIG will present the Preferred Concept to the City for review and feedback.

Task 3 .8 Illustrative 3d/Bird's-eye view Graphic
Provide an illustrative 3d or Bird's-eye view site graphic to share with the community and help with fundraising.

EXHIBIT A
MIG will share the Preferred Concept design and Illustrative Graphic with the public to show how earlier community input shaped the final concept . MIG will provide a multi- media, online walk- through of the Preferred Concept with an opportunity to provide general feedback . This step is an opportunity to celebrate the culmination of the community engagement process and mark the transition to the next stage- construction drawings and building the new playground .

Task 3.10 City Review Meeting
Two- hour virtual meeting. MIG will meet with City Staff to discuss the public' s comments and get final approval before moving into the Construction Documents phase .

Task 3.11 Environmental Approvals Coordination
MIG will provide minor assistance with graphics and coordination. More help may be provided if desired as additional services.

TASK 3 DELIVERABLES
Unless otherwise noted, all deliverables will be provided in PDF format. We assume one round of minor revisions for each based on the City's consolidated comments .

Draft Plans & Opinion of Probable Costs
Commission/ Council Presentations ( 2)
Community Engagement Part 3 materials and summaries
City Review Meetings Agendas & Meeting summaries
Preferred Concept Plan & Opinion of Probable Costs
Illustrative 3D/Birdseye Graphic
Community Engagement Part 4 materials and summaries
Monthly invoices
TASK 4: CONSTRUCTION DOCUMENTS ( CD)
The MIG Team will prepare design plans, construction documents, specifications and opinions of probable costs at the milestones noted below . We will schedule the design and bid process, identifying significant milestone dates and actions items for the project team and assist the City in developing bid documents to advertise for construction . The City will provide any City-required standard details, titleblocks, requirements, and specifications to the MIG team at the beginning of this phase . All submittals will be in the form of a PDF submitted through email, Google drive, or other free and readily available digital sharing format approved by The City.

Task 4.3 50% CD Submittal
The MIG Team will prepare construct ion documents to a 50% level of completion, drafted in digital format using AutoCAD. Plans shall be prepared at a minimum of 1" = 20 ' scale , As part of the package , the MIG Team will 5 379
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EXHIBIT A
develop a materials and equipment schedule reflecting site material, equipment and furnishing selections so the City can review the new playground' s proposed aesthetic vision.

This scope assumes the development of one set of constructi on drawings for a single-phase project. Ifthe City' s budgeting results in the need for phasing or alternates, these can be provided for an additional fee .

Task 4.4 50% CD Opinion of Probable Costs
The MIG Team will develop an Opinion of Probable Costs based on the submitted plans.

Task 4.5 50% CD Regulatory Approval Coordination/ Assistance ( Allowance) The MIG Team has a small allowance to allow for regulatory approval document preparation and coordination for City reviews such as ADA review, stormwater, and the maintenance department.

Task 4.6 City Review Meeting
The City will provide one set of consolidated review comments detailing the required changes to the 50% CD drawings and opinion of probable costs . These will be discussed in a two-hour (maximum) virtual meeting between the City and MIG to confirm design direction before beginning the 90% CD package.

Task 4.7 90% CD Submittal
Based on the 50% CD's submittal and incorporating the City's direction from the 50% CD review meeting, the MIG Team will prepare construction documents to a 90% level of completion . The MIG Team will also provide CSI format technical specifications related to the scope of work. Design documentation, including specifications, will be consistent with required federal, state, and local codes and regulations.

Task 4.8 90% CD Opinion of Probable Costs & QA/QC Review The MIG Team will develop an Opinion of Probable Costs based on the submitted plans . MIG's QAQC team will perform an in-house review of drawing set and specifications to ensure Quality Assurance+ Quality Control.

Task 4.9 City Review Meeting
The City will provide one set of consolidated review comments detailing any required changes to the Design 90% CD package . These will be discussed and finalized in a two-hour (maximum) virtual meeting between the City and MIG prior to finalizing the 100% CD package .

Task 4.10 100% CD Submittal/ Permit Set
Based on the final consolidated list of comments and direction from the City, the MIG Team will advance the construction documents set to a level of 100% completion. We will produce final technical specifications in CSI format to describe the requirements for construction materials, equ ipment, systems, standards, and workmanship .

Task 4.11 Bid Set Preparation
Incorporating minor revis ions related to comments from the permitting review, the MIG Team will prepare final design ( bid) documents based on the 100% drawings and techncial specifications.

Task 4 .12 Project Management and Team Coordination
The MIG Team will continue Project Management and Team Coo rdination duties as described in Task 1 and with add itional meetings as noted on the accompanyi ng fee spreadsheet.

TASK 4 DELIVERABLES
Unless otherwise noted, all del iverables will be provided in PDF format.

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Task 5.2 Bid Assistance Allowance (Bidder Question Response) The MIG Team has made an allowance to prepare responses to bidders' questions to clarify the construction documents.

TASK 5 DELIVERABLES
Unless otherwise noted, all deliverables will be provided in PDF format.

Responses to Bidders' Questions
Conformed Construction Set
Monthly invoices
No allowance has been made for any value engineering at the Bid Phase. Should bids come in higher than anticipated due to unforeseen market conditions, the MIG Team will meet with the Client to discuss options to move the project forward. Any additional design, coordination or submittals can be provided for additional services.

TASK 6: CONSTRUCTION ADMINISTRAT ION
Task 6.1 Preconstruction Meeting Participation
The MIG Team will attend and participate in a Pre-Construction meeting scheduled and lead by the City. The MIG Team will attend the meeting to support the City in answering the contractor' s questions. This scope assumes attendance by the lead landscape architect and civil engineer. If needed, other design team members can be made available through additional services.

Task 6.2 Responses to Contractor Submittals
The MIG Team will review and take appropriate action ( approve with modifications, reject, etc.) on the Contractor' s submittals such as RFl's, Shop Drawings, Product Data and Samples, to confirm conformance with the design intent of the project and compliance with the information given in the Contract Documents . Reviews will take place in accordance with reasonable promptness and according to language agreed upon in the bid documents. Reviews and approvals or other action shall not extend to means, methods, techniques, sequences, or procedures of construction or the safety precautions and programs incident thereto . Approval of a specific item shall not indicate approval of an assembly of which the item is a component. The MIG Team assumes a maximum 7 381
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EXHIBIT A
of two reviews of contractor submittals and shop drawings . Additional reviews can be provided through additional services ( see last section).

Task 6.3 Construction Meetings and Site visits
MIG will attend up to (4) construction meetings to review construction progress and Contractor' s compliance with the design intent. These meetings can be virtual or on-site, depending on current safety measures. In addition, MIG will perform up to (8) site visits and the Civil engineer will perform up to three (3) site visit/reviews, as requested by City . Task assumes a maximum construction duration of ten months.

Task 6.4 Preliminary Punch List Site Visit and Preparation When notified that the construction is substantially complete, the MIG team will make one site visit with the City' s representative and perform a Preliminary Punch List inspection of the Project to observe any apparent defects in the completed construction regarding conformance with design intent of the Contract Documents . MIG will consolidate observations and provide a "punch list," describing the items it recommends for the contractor' s correction prior to scheduling the Final Punch List Site Visit.

Task 6.5 Final Punch List Site Visit and Preparation
When notified that the construction is fully complete, the MIG team will make one site visit with the City' s representative and perform a "Final" inspection of the Project to observe any apparent defects in the completed construction regarding conformance with design intent of the Contract Documents . MIG will consolidate observations and provide a Final Punch List, describing the items it recommends for the contractor' s correction prior to closing out the construction contract.

TASK 6 DELIVERABLES
Unless otherwise noted, all deliverables will be provided in PDF format.

ADDITIONAL SERVICES
The MIG Team has a broad range of experience, skills and services . The following is a non-exhaustive list of items that are not included in this scope but could be provided as additional services if they are needed or desired by the City:

Additional community engagement beyond the scoped items in the process ( including digital advertisement, intercept surveys, additional surveys/ workshops/ open houses/ pop-up events).

City project team meetings beyond those listed
Additional design alternative drafts or renderings other than those listed .

Preparation of phased or multiple- packaged construction documents. 8 382
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EXHIBIT A
Preparation of special studies outside our scope of work.

Intensive research and testing to determine conditions of existing site utilities (i.e., potholing, smoke testing, dye testing, pressure testing, fire flow testing, videotaping, etc.).

Utility Relocation Plans
Supplemental surveying services beyond the initial survey necessary for completeness.

Appeal, Design Exception, and Alternative Review applications .

Services related to future facilities and improvements.

Design of water capture/re-use systems, pump stations, sump pumps, orforce mains for sanitary sewer or storm drainage systems, if required.

Design of systems to comply with or obtain LEED certification, including preparation of LEED documentation and addressing review comments from the USGBC.

Redesign of civil/landscape items following completion of construction document as a result of site and building plan changes or unforeseen existing conditions .

Design for areas not identified in the project understanding.

Value Engineering . Ifthe MIG Team is needed to assist with VE and/or bid negotiations, it is available on a Time and Materials basis.

Arborist Report
Project Record Drawings
PROJECT SCOPE ASSUMPTIONS:

CLIENT: ' The City' refers to the City of Cupertino' s Jollyman project team.

BUDGET : Scope and fee is based on a construction budget of $2,910,000 ($2,670,000 base budget with a 240,000 contingency). The City has identified a fundraising goal of $1,000,000. Iffund raising goals are not met, there will be a shortfall. Redesign to value engineer the project will require a contract modification.

DELIVERABLES: Unless otherwise indicated, all deliverables will be provided in PDF format. Native files will be created in software selected at the consultant team's discretion. Ifthe City desires printed copies or specific file formats, the MIG Team is happy to work with the City to develop a strategy that meets the project's budget and needs.

IN-PERSON MEETINGS: Team meetings and most community engagement events are assumed to be virtual with some limited outdoor engagement events as noted .

TRANSLATION: All documentation will be in English; however, as an additional service, the MIG Team can provide exhib its in other languages.

CONSOLIDATED COMMENTS : The City will provide MIG with (1) set of vetted and consolidated comments from all parties/agencies in all tasks involving review and feedback.

PERMIT FEES : All permit fees and agency charges will be paid by others .

UTILITIES : The site is adequately served by utilities adjacent to the site.

OFFSITE UTILITIES/STREET/PARKING DESIGN : Offsite utility or street/parking design beyond the identified playground area is not included in this proposal.

ENVIRONMENTAL WORK: Floodplain, wetland, soil remediation or environmental work is not included in this proposal.

CONSTRUCTION TESTING+ INSPECTIONS: Necessary testing and inspections during construction will be provided by others .

EXISTING UTILITY DISTRIBUTION: It is assumed that existing utility distribution systems will not be impacted by the proposed development.
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EXHIBIT A
SURVEY AREA:
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EXH IBIT A
City of Cupertino I Joltyman Park All -Inclusive Playground estimated ro · ect cost
1 ··········· ......... .
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EXHIBIT B: Schedule
Jollyman Park All-Inclusive Playground
Task 1: Project Initiation and Ongoing Project Management - January 2022 ( 0.5 month) Task 2: Data Collection and Existing Conditions - Jan - Feb 2022 ( 1.5 months) Task 3: Concept Design - Mar - June 2022 ( 4 months)
Task 4: Construction Documents - June 2022 - Mar 2023 ( 7 months) Task 5: Bidding Support - Apr.- June 2023 ( 2.5 months) Task 6: Construction Administration - June 2023 - Mar. 2024 ( 9.5 months) Project schedule is subject to refinement at the kickoff meeting and will be regularly updated during the course of the project, working with City staff, to better reflect project needs and City review times. 386
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EXHIBIT C: Hourly Rates and Reimbursable Expenses
Jo llyman Park All-Inclusive Playground
Unless specified otherwise, invoices are submitted monthly showing time and charges for professional services by staff category and a separate figure for expenses. Invoices are payable upon receipt. Invoices unpaid past 30 days are subject to interest at 1-1/2% per month. MIG Inc. labor includes all overhead.

Hourly rates by position are noted below:

Type
Automobile travel
Meals
Photocopy ( letter and tabloid)
Color copies ( letter and tabloid)
Commercial printing/ plotting
Subcontractors
Other (lab tests, aerial photos, etc)
hour
210
180
160
95 145
140
150
80 165
135
140
Rate
current IRS rate
cost+ 5%

0.10/ print
0 .50/ print
cost+ 5%
cost+ 5%
cost+ 5%
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EXHIBITD
Insurance Requirements
Design Professionals & Consultants Contracts ----
Consultant shall procure prior to commencement ofServices and maintain for the duration ofthe 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
l. 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). Ifa 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 ofcoverage ofany 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 selfinsurance 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 ofCalifornia, with Statutory Limits and Employer' s Liability Insurance ofno less than $ 1,000,000 per occurrence for bodily injury or disease.

J Not required Consultant has provided written verification ofno employees.

OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:

Exh. D-lnsurance Requirements for Design Professionals & Consultants Contracts Form Updated Sept. 2019 1 388
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Additional Insured Status
The City ofCupertino, 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, iflater editions are used).

Waiver ofSubrogation
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 ofwhether or not the City has received a waiver of subrogation endorsement from the insurer.

Acceptability ofInsurers
Insurers must be licensed to do business in California with an A.M. Best Rating ofA-VII, or better.

Verification ofCoverage
Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy ofthe Declarations and Endorsement Page ofthe CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification ofcompliance at any time during the Contract term.

Subcons ultants
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
IfConsultant 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 ofCoverage
City reserves the right to modify these insurance requirements/ coverage based on the nature ofthe risk , prior experience, insurer or other special circumstances, with not less than ninety ( 90) days prior written notice .

Ex h. D-Insurance Requirements for Design Professionals & Co nsu ltants Contracts Form Updated Sept. 2019 2 389
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ACORD® CERTIFICATE OF LIABILITY INSURANCE I

DATE (MM/DD/YYYY)
11/22/2021
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 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).

PRODUCER ~~~ 1~cT The Certfiicate Team
AssuredPartners Design Professionals Insurance Services, LLC PHONE I FAX
3697 Mt. Diablo Blvd Suite 230 IAlr ., ft"•"' IA/C Nol:

Lafayette CA 94549 ifD~~ss: CertsDesiqnPro@AssuredPartners. com INSURER(S) AFFORDING COVERAGE NAIC#
License#: 6003745 INSURER A : Berkley Insurance Company 32603 INSURED MIGINC0-01 INSURER B : Travelers Property Casualty Company ofAmerica 25674 MIG, Inc.

INSURER c : The Travelers Indemnity Company of Connecticut 25682 Moore lacofano Goltsman, Inc.
800 Hearst Ave INSURERD :

Berkeley CA 94710 INSURER E:

INSURER F :

COVERAGES CERTIFICATE NUMBER: 2075696555 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 ADDL SUBR POLICY EFF POLICY EXP
LTR TYPE OF INSURANCE •••• n " n,n POLICY NUMBER IMM/DDNYYYl IMM/DDNYYYl LIMITS B X COMMERCIAL GENERAL LIABILITY y y
6801 H899998 8/31/2021 8/31/2022 EACH OCCURRENCE $ 1 ,000 ,000 - CLAIMS-MADE 0 OCCUR

DAMAGE TO RENTED
PREMISES /Ea occurrence \ $ 1,000,000
X Contractual Uab MED EXP (Any one person) $ 10 ,000 -
Included PERSONAL & ADV INJURY $ 1 ,000 ,000 -
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000 ,000 = i
0 PROPOLICY JECT 0LOC PRODUCTS - COMP/OP AGG $ 2,000 ,000 OTHER: $
C AUTOMOBILE LIABILITY y y BAOS579947 8/31 /2021 8/31/2022 COMBINED SINGLE LIMIT $ 1 ,000,000 / Ea accident\ - X ANY AUTO BODILY INJURY (Per person ) $
OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY - AUTOS X
HIRED XNON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY / Per accident\ -
B X UMBRELLA LIAB MOCCUR y y CUPOH758762 8/31 /2021 8/31/2022 EACH OCCURRENCE $ 10 ,000 ,000 - EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000 ,000
OED I X IRETENTION$ n $
B WORKERS COMPENSATION y UB2L553909 8/31 /2021 8/31 /2022 X I ~ffruTE I I
OTHER AND EMPLOYERS' LIABILITY Y/N
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000 ,000 OFFICER/MEMBER EXCLUDED ? N/A
Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1 ,000,000 If yes , describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1 ,000 ,000 A Professional Liability N y AEC904725003 8/31 /2021 8/31/2022 Each Claim $ 3 ,000,000 Annual Aggregate $ 5 ,000 ,000
DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES ( ACORD 101 , Additional Remarks Schedule, may be attached ifmore space is required) Umbrella Liability policy is a follow-form underlying General Liability/Auto Liability/Employers Liability.

Re: Jollyman Park All-Inclusive Playground
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract or agreement. General Liability is Primary/Non-Contributory per policy form wording . Insurance coverage includes waiver of subrogation per the attached endorsement(s).

CERTIFICATE HOLDER
City of Cupertino
10300 Torre Ave.

Cupertino CA 95014
CANCELLATION 30 Da s Notice of Cancellation

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS .
1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks ofACORD 390
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COMMERCIAL GENERAL LIABILITY
POLICY NUMBER: 6801H899998
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person( s) Or Organization( s):

Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for " bodily injury" or " property damage" included in the " productscompleted operations hazard", provided that such contract was signed and executed by you before , and is in effect when , the bodily injury or property damage occurs.

Location And Description Of Completed Operations
Any project to wh ich an applicable contract described in the Name of Additional Insured Person( s) or Organization( s) section of this Schedule applies .

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Section II - Who Is An Insured is amended to include as an additional insured the person( s) or organization( s) shown in the Schedule, but only with respect to liability for " bodily injury" or " property damage" caused, in whole or in part, by " your work" at the location designated and described in the schedule of
this endorsement performed for that additional insured and included in the " products- completed operations hazard".

CG 20 37 07 04
CG TS 02XXXX
ISO Properties , Inc., 2004 Page 1 of 1
DATE OF ISSUE : 08/31/2021 391
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COMMERCIAL GENERAL LIABILITY
POLICY NUMBER 6801H899998
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Names of Additional Insured Person( s) or Organization( s):

Location of Covered Operations:

Any project to which a written contract with the Additional Insured Person( s) or Organization( s) in the Schedule applies .

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II - Who Is An Insured is amended to include as an additional insured the person( s) or organization( s) shown in the Schedule, but only
with respect to liability for " bodily injury", " property damage", " personal injury" or " advertising injury"
caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured( s) at the location( s) designated above.

B. With respect to the insurance afforded to these
additional insureds, the following additional exclusions apply:

This insurance does not apply to " bodily injury" or
property damage" occurring, or " personal injury"
or " advertising injury" arising out of an offense
committed, after:

CG D3 61 03 0 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved - Page 1 of 1 CG TS 01 xx xx Includes copyrighted material of Insurance Services Office, Inc. with its permission.

DATE OF ISSUE: oa13112021
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Policy # 6801 H899998

COMMERCIAL GENERAL LIABILITY
c. Method Of Sharing
If all of the other insurance permits contribution
by equal shares, we will follow this method also .

Under this approach each Insurer contributes
equal amounts until it has paid its applicable
limit of insurance or none of the loss remains,
whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will contribute
by limits. Under this method, each insurer' s
share is based on the ratio of its applicable limit
of insurance to the total applicable limits of
insurance of all insurers.
d. Primary And Non- Contributory Insurance If
Required By Written Contract
If you specifically agree in a written contract or
agreement that the insurance afforded to an
insured under this Coverage Part must apply on
a primary basis, or a primary and noncontributory basis, this insurance is primary to other insurance that is available to such insured
which covers such insured as a named insured,
and we will not share with that other insurance,
provided that:
1) The " bodily inj. lry" or "property damage" for
which coverage is sought occurs; and
2) The " personal and advertising injury" for
which coverage is sought is caused by an
offense that is committed;
subsequent to the signing of that contract or
agreement by you.

5. Premium Audit
a. We will compute all premiums for this Coverage
Part in accordance with our rules and rates .
b. Premium shown in this Coverage Part as
advance premium is a deposit premium only. At
the close of each audit period we will compute
the earned premium for that period and send
notice to the first Named Insured . The due date
for audit and retrospective premiums is the date
shown as the due date on the bill. If the sum of
the advance and audit premiums paid for the
policy period is greater than the earned
premium, we will return the excess to the first
Named Insured .
c. The first Named Insured must keep records of
the information we need for premium
computation, and send us copies at such times
as we may request.

The unintentional omission of, or unintentional error
in, any information provided by you which we relied
upon in issuing this policy will not prejudice your
rights under this insurance . However, this provision
does not affect our right to collect additional
premium or to exercise our rights of cancellation or
nonrenewal in accordance with applicable insurance
laws or reoulations .

7. Separation Of Insureds
Except with respect to the Limits of Insurance, and
any rights or duties specifically assigned in this
Coverage Part to the first Named Insured, this
insurance applies :
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom claim
is made or " suit" is brought.

8. Transfer Of Rights Of Recovery Against Others
To Us
If the insured has rights to recover all or part of any payment we have made under this Coverage Part,
those rights are transferred to us . The insured must
do nothing after loss to impair them. At our request ,
the insured will bring " suit" or transfer those rights to us and help us enforce them.

If notice is mailed, proof of mailing will be sufficient proof of notice.

SECTION V - DEFINITIONS

1. " Advertisement" means a notice that is broadcast or published to the general public or specific market
segments about your goods, products or services
for the purpose of attracting customers or
supporters . For the purposes of this definition :
a. Notices that are published include material
placed on the Internet or on similar electronic
means of communication; and
b. Regarding websites, only that part of a webs ite
that is about your goods , products or services
for the purposes of attracting customers or
supporters is considered an advertisement.

Page16of21 © 2017 The Trave lers Indemnity Company . All rights reserved. CG T1000219 Inc ludes copyrighted material of Insurance Services Office , Inc . with its permission . 393
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Policy # 6801 H899998
occupational therapist or occupational
therapy assistant, physical therapist or
speech-language pathologist ; or
b) First aid or " Good Samaritan services"
by any of your "employees" or "volunteer
workers", other than an employed or
volunteer doctor. Any such " employees"
or "volunteer workers" providing or failing
to provide first aid or "Good Samaritan
services" during their work hours for you
will be deemed to be acting within the
scope of their employment by you or
performing duties related to the conduct
of your business.

3. The following replaces the last sentence of
Paragraph 5. of SECTION Ill - LIMITS OF
INSURANCE:

4. The following exclusion is added to
Paragraph 2., Exclusions, of SECTION I -

COVERAGES - COVERAGE A - BODILY

INJURY AND PROPERTY DAMAGE
LIABILITY :

5. The following is added to the DEFINITIONS
Section :

Incidental medical services" means :
a. Medical , surgical , dental , laboratory, xray or nursing service or treatment, advice or instruction, or the related
furnishing of food or beverages; or
b. The furnishing or dispensing of drugs or
medical , dental , or surgical supplies or
appliances.

6. The following is added to Paragraph 4.b.,
Excess Insurance , of SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS :

This insurance is excess over any valid and
collectible other insurance, whether primary ,
excess , contingent or on any other basis ,

COMMERCIAL GENERAL LIABILITY
that is available to any of your "employees"
for "bodily injury" that arises out of providing
or failing to provide " incidental medical
services" to any person to the extent not
subject to Paragraph 2.a.( 1) of Section II -
Who Is An Insured .

K. MEDICAL PAYMENTS - INCREASED LIMIT
The following replaces Paragraph 7. of
SECTION Ill - LIMITS OF INSURANCE :

7. Subject to Paragraph 5. above, the Medical
Expense Limit is the most we will pay under
Coverage C for all medical expenses
because of " bodily injury" sustained by any
one person , and will be the higher of:
a. $ 10,000 ; or
b. The amount shown in the Declarations of
this Coverage Part for Medical Expense
Limit.

L. AMENDMENT OF EXCESS INSURANCE

CONDITION - PROFESSIONAL LIABILITY
The following is added to Paragraph 4.b.,
Excess Insurance , of SECTION IV -

COMMERCIAL GENERAL LIABILITY
CONDITIONS :

This insurance is excess over any of the other
insurance , whether primary , excess, contingent
or on any other basis, that is Professional
Liability or similar coverage, to the extent the
loss is not subject to the professional services
exclusion of Coverage A or Coverage B.

M. BLANKET WAIVER OF SUBROGATION -

WHEN REQUIRED BY WRITTEN CONTRACT

OR AGREEMENT
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV - COMMERCIAL GENERAL
LIABILITY CONDITIONS:

Ifthe insured has agreed in a written contract or
agreement to waive that insured's right of
recovery against any person or organization , we
waive our right of recovery against such person
or organization , but only for payments we make
because of :
a. " Bodily injury" or " property damage" that
occurs ; or
b. " Personal and advertising injury" caused by
an offense that is committed ;
subsequent to the signing of that contract or
agreement.

GG- 03~ 9--0 2 19 © 201 Hhe----Travelers Indemnity Company. All rights reserved . Page 5 oL6 Includes copyrighted material of Insurance Serv ices Office , Inc. with Its permiss ion. 394
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Policy : BA0S579947 COMMERC IAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following :

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
The following is added to Paragraph c. in A.1., Who
Is An Insured, of SECTION II - COVERED AUTOS
LIABILITY COVERAGE in the BUSINESS AUTO
COVERAGE FORM and Paragraph e. in A.1., Who Is
An Insured , of SECTION II - COVERED AUTOS
LIABILITY COVERAGE in the MOTOR CARRIER
COVERAGE FORM , whichever Coverage Form is
part of your policy:

This includes any person or organization who you are
requ ired under a written contract or agreement
between you and that person or organization, that is
signed by you before the " bodily injury" or " property damage" occurs and that is in effect during the policy
period, to name as an additional insured for Covered
Autos Liability Coverage, but only for damages to
which this insurance applies and only to the extent of
that person' s or organization' s liability for the conduct of another " insured".

CA T4 37 0216 © 2016 The Travelers Indemnity Company. All rights reserved . Page 1 of 1 Includes copyrighted material of Insurance Services Office , Inc . with its permission . 395
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Policy#: BA0S579947 COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - PRIMARY AND

NON-CONTRIBUTORY WITH OTHER INSURANCE
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

PROVISIONS

1. The following is added to Paragraph A.1.c., Who
Is An Insured, of SECTION II - COVERED
AUTOS LIABILITY COVERAGE:

2. The following is added to Paragraph 8.5., Other
Insurance of SECTION IV - BUSINESS AUTO
CONDITIONS :

CA T4 74 0216 © 2016 The Travelers Indemnity Company . All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. 396
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Policy# BA0S5 7994 7

COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following :

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
The following replaces Paragraph A.5., Transfer of
Rights Of Recovery Against Others To Us , of the
CONDITIONS Section:

CA T3 40 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office , Inc . with its permission . 397
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TRAVELERSJ WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76 ( A) -
POLICY NUMBER: UB2L553909

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT - CALIFORNIA

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.

The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Insurance Company Countersigned by ____________ _
Travelers Property Casualty Company of America -------- DATE OF ISSUE: 1112212021 Page 1 of 1
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SIGNED_MIG for All-Inclusive Playground at
Jollyman Park
Final Audit Report 2021- 12- 10
Created: 2021- 12- 09
By : Julia Kins! Ouliak@cupertino. org)
Status: Signed
Transaction ID: CBJCHBCAABAA4F2c7BjpwgFJsSICx8DpGz7IC4gcweSm SIGNED_ MIG for All-Inclusive Playground at Jollyman Park" Hi story
Document created by Julia Kinst Uuliak@cupertino. org)
2021- 12- 09 - 6:39 :15 PM GMT- IP address: 64 .165 .34 .3 0' o, Document approved by Julia Kinst Uuliak@cupertino. org) Approval Date: 2021- 12- 09- 6:41:23 PM GMT - Time Source: server- IP address : 64 .165. 34.3

12. Document emailed to Araceli Alejandre ( aracelia@cupertino . org) for approval 2021- 12- 09 - 6:41 : 25 PM GMT
0'0 Document approved by Araceli Alejandre ( aracelia@cupertino. org) Approval Date: 2021- 12- 09 - 11 : 56: 31 PM GMT - Time Source : server- IP address: 64 .165 .34.3

12. Document emailed to Christopher D. Jensen ( christopherj@cupertino. org) for signature 2021- 12- 09- 11: 56: 33 PM GMT
Email viewed by Christopher D. Jensen ( christopherj@cupertino. org) 2021- 12- 10- 0:10:34 AM GMT- IP address : 172 .225. 89. 120 0'0 Document e-signed by Christopher D. Jensen ( christopherj@cupertino. org) Signature Date : 2021- 12- 10 - 1 :47: 55 AM GMT - Time Source : server- IP address : 136. 24.42 .212

12. Document emailed to Dianne Thompson ( she/ her) ( diannet@cupertino. org) for signature 2021- 12- 10- 1:47: 59AM GMT
Email viewed by Dianne Thompson ( she/ her) ( diannet@cupertino. org) 2021- 12- 10- 3:18: 35 AM GMT- IP address: 104. 28. 124. 179 0'0 Document e-signed by Dianne Thompson ( she/ her) ( diannet@cupertino. org) Signature Date : 2021- 12- 10 - 3:28: 01 AM GMT - Time Source : server- IP address : 99. 179. 16 .200 a I
POW: REDBY
Adobe Sign
Ct.Jl"ll'rrlt,IQ
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18'. Document emailed to Kirsten Squarcia (kirstens@cupertino. org) for signature 2021- 12- 10- 3:28 :04 AM GMT
Email viewed by Kirsten Squarcia ( kirstens@cupertino. org) 2021- 12-10- 4:33:05 AM GMT- IP address: 172.225. 89. 144 0'0 Document e-signed by Kirsten Squarcia ( kirstens@cupertino. org) Signature Date: 2021- 12- 10 - 4:33: 24 AM GMT - Time Source: server- IP address : 69 .110 .137. 176 0 Agreement completed .
2021- 12-10- 4:33:24 AM GMT
I
KJWE'RfD3Y
Ad obe Sign
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May 16, 2024
Susan Michael, Capital Projects Programs Manager
City of Cupertino, City Hall
10300 Torre Ave.

Cupertino, CA 95014
EXHIBIT A-5
Re: Revised Additional Services # 5 Jollyman Park Inclusive Playground ( MIG proj. no. 30902) Dear Susan,
We are requesting additional services to assist the City with construction observation beyond the scope of work in the original contract. The original contract expired in December 2024, as we expected the construction to be complete well before that date. In fact, the duration of the work has been extended with construction scheduled to begin in the summer of 2024, and will continue into Spring/ Summer of 2025.

The construction observation/ administration work has expanded to include additional utility coordination, public art coordination, and extended involvement including site visits. The following summarizes the MIG team' s request for additional work and fees that are above and beyond the original contract, signed Dec. 9, 2021. We will need a contract extension to 8/31/ 2025 as construction will continue beyond our 12/ 31/ 2024 contract end date. All other terms in the original contract remain in effect.

Add Services ( Task 10: Construction Observation)
We are requesting additional fees to requested assistance with construction observation; effort to be coordinated with City staff:

Task 10 Construction Observation
Total Add Service # 5
Sincerely,
Principal, Director of Community Design Services
MIG
45, 000
45, 000

PLANNING I DESIGN I COMMUNICATIONS I MANAGEMENT I SCIENCE I TECHNOLOGY 800 Hearst Avenue • Berkeley, CA 94710 • USA • 510- 845- 7549 • www. migcom. com Offices in: California • Colorado • Oregon • Texas • Washington 401
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CITY OF CUPERTINO
Agenda Item
24-13220 Agenda Date: 6/18/2024
Agenda #: 10.

Subject: Termination of loan agreement between the City of Cupertino and the Pacific Autism Center for Education
Authorize the City Manager to terminate a loan agreement between the City of Cupertino and the Pacific Autism Center for Education pursuant to a settlement agreement between the parties, in consideration for a payment of $50,000 into the City’s BMR fund
CITY OF CUPERTINO 2024Page 1 of 1 Printed on 6/12/
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CITY COUNCIL STAFF REPORT
Meeting: June 18, 2024
Subject
Termination of loan agreement between the City of Cupertino and the Pacific Autism Center for Education
Recommended Action
Authorize the City Manager to terminate a loan agreement between the City of Cupertino and the Pacific Autism Center for Education pursuant to a settlement agreement between the parties, in consideration for a payment of $50,000 into the City’s BMR fund Reasons for Recommendation
On June 23, 1995, the City of Cupertino and Pacific Autism Center for Education (“PACE”) entered into a loan agreement in which PACE received a $ 100,000 Community Development Block Grant (“ CDBG”) for the purpose of acquiring the property located at 7576 Kirwin Lane, Cupertino ( Attachment A). PACE acquired the property for the purpose of providing affordable housing for low- and very low-income autistic clients and operated a group home on the property until 2023.

PACE repaid the loan in 2015. However, the 1995 loan agreement included a deed restriction limiting the property to affordable housing uses for a period of 30 years, through June 23, 2025, and obligated PACE to provide affordable housing on the property throughout that period. The group home ceased operations in 2023 and remains vacant.

At around the time the group home closed, PACE sought to obtain the City’s consent to reconvey the deed of trust, notwithstanding PACE’ s ongoing obligation to provide affordable housing on the property. PACE reported significant operating losses associated with operating the group home and broader financial distress to the organization as a whole.

The parties were unable to agree on a mutually acceptable solution in response to PACE’s request, and on October 9, 2023, PACE filed a lawsuit in Santa Clara County Superior Court seeking to compel the City to reconvey the deed of trust for purposes of allowing 404
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the sale of the property unencumbered by the affordability restriction ( Case No. 23CV423995).

Despite PACE’ s breach of its obligation to provide affordable housing, the parties negotiated a mutually beneficial resolution of the lawsuit that would allow the City to receive funds to support below market rate (“ BMR”) housing while allowing the sale of the vacant property to move forward. On June 4, 2024, the parties executed a settlement agreement in which PACE agreed to make a $ 50,000 contribution to the City’s BMR housing fund in exchange for the City’ s termination of the loan agreement and the associated affordable housing covenant ( Attachment B). The settlement agreement is contingent on the City’ s Council’ s authorization to terminate the loan agreement.

Under Section 14(B) of the loan agreement, the City and PACE may terminate the agreement and the affordability covenant if both parties agree that continued operation of the group home “ would not produce beneficial results commensurate with further expenditure of funds.” Staff recommends that the City Council approve the termination of the agreement on that basis.

If Council authorizes the termination of the loan agreement, PACE will deliver the settlement payment to the City within seven days following the City Council’ s vote, and the City Manager will then reconvey the deed of trust to PACE within seven days of receipt of the settlement payment.

Sustainability Impact
No sustainability impact.

Fiscal Impact
The City’ s BMR fund would receive a payment of $50,000 as a result of the settlement agreement with PACE. The funds will be placed in the BMR fund, 265-90-001 480-401.

California Environmental Quality Act
Not applicable.

Prepared by: Christopher D. Jensen, City Attorney
Approved for Submission by: Pamela Wu, City Manager
Attachments:

A – Loan Agreement
B – Settlement Agreement
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4-
394\33\3763966. 4
The Parties acknowledge that by signing this Settlement Agreement they are knowingly waiving the provisions of Section 1542.

Initials: The City: _____ PACE: _____

7. No Admission of Liability
Nothing contained herein shall be construed as an admission or acknowledgment of any fact, legal issue, claim or defense on the part of any Party; any such interpretation of this Settlement Agreement is hereby expressly disclaimed.

8. Counterparts
This Settlement Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Settlement Agreement.

Signatures provided by facsimile shall have the same force and effect as original signatures.

9. Notices
All notices, demands, or other communications which this Settlement Agreement contemplates or authorizes shall be in writing and shall be personally delivered, faxed, or mailed to the respective Party as follows:

If to the City: Attn: Christopher Jensen
City Attorney’ s Office
10300 Torre Avenue
Cupertino, CA 95014
With Copies to: Celia W. Lee
Goldfarb & Lipman LLP
1300 Clay Street, Eleventh Floor
Oakland, CA. 94612
If to PACE:

Kurt Ohlfs
Pacific Autism Center for Education
1880 Pruneridge Ave
Santa Clara, CA 95050
With Copies to: Anthony F. Ventura
Ventura Hersey & Muller LLP
1506 Hamilton Ave.

San Jose, CA 95125
Any Party may change the address stated herein by giving notice in writing to the other Parties, and thereafter notices shall be addressed and transmitted to the new address. 448
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CITY OF CUPERTINO
Agenda Item
24-13221 Agenda Date: 6/18/2024
Agenda #: 11.

Subject: Sale of city-owned property at 10301 Byrne Avenue

1. Adopt Resolution No. 24-065 authorizing the sale of surplus real property located at 10301 Byrne Avenue, Cupertino, California. (Attachment A)

2. Approve a deed restriction substantially similar to Attachment B in compliance with the State Surplus Land Act for the property, to be completed prior to the close of escrow.

3. Authorize the City Manager to execute sales agreements ( Attachment C) and related documents for the property at 10301 Byrne Avenue with Zhao Han.

CITY OF CUPERTINO 2024Page 1 of 1 Printed on 6/12/
powered by Legistar™
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CITY COUNCIL STAFF REPORT
Meeting: June 18, 2024
Subject
Sale of city-owned property at 10301 Byrne Avenue
Recommended Action

1. Adopt Resolution No. 24-XXX authorizing the sale of surplus real property located at 10301 Byrne Avenue, Cupertino, California. (Attachment A)

2. Approve a deed restriction substantially similar to Attachment B in compliance with the State Surplus Land Act for the property, to be completed prior to the close of escrow.

3. Authorize the City Manager to execute sales agreements ( Attachment C) and related documents for the property at 10301 Byrne Avenue with Zhao Han.

Reasons for Recommendation
On December 19, 2017 the City Council approved the purchase of the Property at 10301 Byrne Avenue. The purpose of the purchase was to facilitate right-of-way modification to create space for an enhanced pedestrian entrance to Blackberry Farm. A dedication of right-of-way has been completed and recorded with the County.

The Surplus Land Act (Act) (California Government Code Section 54222 et seq.), defines the process for disposition of real property owned by government entities. In summary, prior to offering the property for sale, the City must offer this property for sale or lease to the following types of organizations as defined in the Act:

1. Public entities and Housing Sponsors for the development of low- or moderateincome housing.

2. Entities involved in parks, recreation, and open space.

3. School districts.

On July 6, 2023, the City Council declared the subject property surplus. Following this decision, on July 25, 2023, the City sent a 60-day Notice of Availability (NOA) of Surplus Land to all required entities as pursuant in the Act.
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Upon conducting this process, two entities expressed interest in the property and staff entered into negotiations with both. The Surplus Land Act requires negotiation for a 90 day period. The two entities are listed below:

Bay Area Housing Corporation
Community Veteran’ s Partners
Initially both entities provided proposals for the property that included a donation of the property at no cost to the interested entity. Consistent with Council direction, staff countered with an offer for sale at market rate. Bay Area Housing Corporation provided notice that they would not be interested at that value. Community Veterans Partners continued to pursue the property but were unable to provide information on the legal status of the entity, fiscal capacity, and other information within a timely manner.

Following 167 days of negotiation, staff had the property listed for sale publicly by Keller Williams.

The Surplus Land Act process is monitored by State Housing and Community Development (HCD) department. HCD has reviewed the documents associated with the process the City followed and provided a letter of approval.

The City contracted with Keller Williams Realty to represent the property interests. Real estate agents began the marketing effort immediately, sharing the upcoming availability of the property within the industry. The property was listed promptly on the Multiple Listing Service (MLS) with upcoming availability and Keller Williams marketed the property through other agents and known interested parties. The goal with the advance work was to build anticipation and interest early such that, when the property is listed publicly, there is immediate activity. This bore during the three-day weekend ( May 25- 27) where the property was open. It was also listed as active on internet- based property sites such as Redfin as well as traditional noticing by way of a for-sale sign placed in advance in front of the property. Interest was high during this timeframe with 15 parties expressing online interest and over 50 visitors walking in during open house.

The City received a strong as-is offer of $3,110,000, above the asking price, with no contingencies from a Cupertino family who currently rents down the street and wants to make Cupertino their permanent home.

This property was purchased for the purpose of obtaining additional right-of-way. In that process, the property itself was made smaller. In spite of the reduction in size, the City is positioned to generate revenue above the expenses from the acquisition.

Sustainability Impact:

None
Fiscal Impact:
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The sale of the property will net the City approximately $ 2,912,395.05 in cash after commission and fees associated with closing escrow. These funds will be deposited in the City’s General Fund for later appropriation by the City Council.

California Environmental Quality Act (CEQA)
The proposed project is exempt from CEQA under CEQA Guidelines section 15312 surplus government property sales). Under CEQA Guidelines section 15132( b)(3), the use of the property and adjacent property has not changed since the time of its purchase by the City.

Prepared by: Tina Kapoor, Deputy City Manager
Reviewed by: Christopher Jensen, City Attorney
Approved for Submission by: Pamela Wu, City Manager
Attachments:

A – Draft Resolution
B – Draft Deed Restriction
C - Sales Agreement
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RESOLUTION NO. 24-____

A RESOLUTION OF THE CUPERTINO CITY COUNCIL AUTHORIZING
THE SALE OF SURPLUS REAL PROPERTY LOCATED AT 10301 BYRNE

AVENUE, CUPERTINO, CALIFORNIA
WHEREAS, on December 19, 2017, the City Council approved the purchase of the Property at 10301 Byrne Avenue (APN 357-11-020) (the “Property”) for the purpose of facilitating right-of-way modification to create space for an enhanced pedestrian entrance to Blackberry Farm; and
WHEREAS, following the purchase of the Property, staff prepared and recorded a revised Plat and Legal description for the Property that dedicated a portion of the Property frontage for roadway purposes; and WHEREAS, the City Council determined that there was no public use for the remaining portion of the Property and declared the Property surplus on July 6, 2023; and
WHEREAS, on July 25, 2023 the City provided notice of availability of the Property pursuant to Government Code section 54222; and WHEREAS, within the 60-day notice period, the City received notice of interest from two entities that received the notice of availability and negotiated with those entities in good faith regarding the disposition of the Property as prescribed in Government Code section 54223, but failed to arrive at a mutually satisfactory sales price and terms with either entity; and WHEREAS, following the close of the good faith negotiation period prescribed by section 54223, the City received an offer to purchase the property for the amount of $3,110, 000 and
WHEREAS, the City Council finds and declares that Government Code section 65402(a) is inapplicable to the Property because it involves disposition of the remainder of a larger parcel that was acquired and used in part for street purposes; and
WHEREAS, the City Council finds that the disposition of the Property would be of benefit to the City.
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Resolution No. 24-

Page 2 ends

NOW, THEREFORE, BE IT RESOLVED that the City Council authorizes the City Manager to execute and negotiate a sales agreement for the disposition of the Property located at 10301 Byrne Avenue, Cupertino for an amount not less than 2,988,000 and further authorizes the City Manager to execute and record any deed restriction necessary to comply with the Surplus Land Act, California Government Code Section 54222 et seq.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Cupertino this 18th day of June, 2024, by the following vote:

Members of the City Council
AYES:

NOES:

ABSENT:

ABSTAIN:

SIGNED:

Sheila Mohan, Mayor
City of Cupertino
Date
ATTEST:

Kirsten Squarcia, City Clerk Date
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93939. 00051\ 32688918. 3
01/29/21

Page 1 of 3 ends

RECORDING REQUESTED BY THE

CITY OF CUPERTINO AND
WHEN RECORDED RETURN TO:

CITY OF CUPERTINO
ATTN: CITY CLERK
10300 TORRE AVE
CUPERTINO, CA 95014

DEED RESTRICTION AND COVENANT
NO FEE”
State of California
County of Santa Clara
This Covenant and Deed Restriction is made and executed on this ____ day of 20____ by the City of Cupertino pursuant to City Council Resolution ________.

The undersigned hereby certify that I/we are the owner( s) of the hereinafter legally described property located in the City of Cupertino ( the City), State of California. Said property is located at 10301 Byrne Avenue, known as Santa Clara County Assessor' s Parcel No. 357- 11-020 and by the legal description as defined in the recorded grant deed ( attached as an exhibit herein).

If ten (10) or more residential units are developed on the Property, not less than 15 percent of the total number of residential units developed on the property shall be sold or rented at affordable housing cost, as defined in Section 50052.5 of the California Health and Safety Code, or affordable rent, as defined in Section 50053 of the California Health and Safety Code, to lower income households, as defined in Section 50079. 5 of the California Health and Safety Code. Rental units shall remain affordable to and occupied by lower income households for a period of 55 years for rental housing and 45 years for ownership housing. The initial occupants of all ownership units shall be lower income households, and the units shall be subject to an equity sharing agreement consistent with the provisions of paragraph ( 2) of subdivision ( c) of 65915 of the California Government Code. These requirements shall be covenants or restrictions running with the land and shall be enforceable against any owner who violates a covenant or restriction and each successor- in-interest who continues the violation by any of the entities described in subdivisions a) to (f), inclusive, of Section 54222. 5 of the California Government Code.

IN WITNESS WHEREOF, executed this _____ day of ___________, 2024. 460
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93939. 00051\ 32688918. 3
01/29/21

Page 2 of 3 ends

Property Owner Date
Covenants and Deed Restrictions must have all signature(s) notarized by a Commissioned Notary Public.

See following page.)
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93939. 00051\ 32688918. 3
01/29/21

Page 3 of 3 ends

ACKNOWLEDGMENT
State of California )
County of )
On before me, ____________________________________________________ insert name and title of the officer)
personally appeared _____________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ______________________________________ ( Seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 462
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CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
C.A.R. FORM RPA, Revised 12/22)
DocuSign Envelope ID: E555DO9C- 74DA-416E-985D-F746AFD34E7B r
Date Prepared: May 29, 2024

1. OFFER:

A. THIS IS AN OFFER FROM
B. THE PROPERTY to be acquired is
Zhao Han, Jing Guo
10301 Byrne Ave
Buyer").
situated
95014 ( Zip Code),
Property").

Zhao Han, Jing Guo
10301 Byrne Ave
County), California,
02177478
in Cupertino ( City), SantaClara
Assessor' sParcelNo( s). 357-11-020
Postal/Mailing address may be different from city jurisdiction. Buyer is advised to investigate.) C. THE TERMS OF THE PURCHASE ARE SPECIFIED BELOW AND ON THE FOLLOWING PAGES.

D. Buyer and Seller are referred to herein as the " Parties." Brokers and Agents are not Parkies to this Agreement.

2. AGENCY:

A. DISCLOSURE: The Parties each acknowledge receipt of a "Disclosure Regarding Real Estate Agency Relationships" ( C.A.R.

Form AD) if represented by a real estate licensee. Buyer's Agent is not legally required to give to Seller' s Agent the AD form Signed by Buyer. Seller' s Agent is not legally obligated to give to Buyer's Agent the AD form Signed by Seller.

B. CONFIRMATION: The following agency relationships are hereby confirmed for this transaction.

Seller' s Brokerage Firm Keller Williams Thrive License Number Is the broker of (check one): % the Seller; or 12dboth the Buyer and Seller ( Dual Agent).

Seller' sAgent RichardLo LicenseNumber 02044009
Is (check one): % the Seller' sAgent. ( Salesperson or broker associate) or 7 both the Buyer' sand Seller' sAgent ( Dual Agent).

Buyer'sBrokerageFirm KellerWilliamsThrive LicenseNumber 02177478 Is the broker of (check one): % the Buyer or 12dboth the Buyer and Seller ( Dual Agent).

Buyer'sAgent EdwardTseng LicenseNumber 02013904
Is (check one): % the Buyer' sAgent. ( Salesperson or broker associate) or 7 both the Buyer' sand Seller' s Agent ( Dual Agent).

C. @MorethanoneBrokeragerepresents@Seller, OBuyer. See, AdditionalBrokerAcknowledgement( C.A.R.FormABA).

D. POTENTIALLY COMPETING BUYERS AND SELLERS: The Parties each acknowledge receipt of a [ 5"Possible Representation of More than One Buyer or Seller - Disclosure and Consent" ( C.A.R. Form PRBS).

3. TERMS OF PUF.CL'ASE AND ALLOCATION OF COSTS: The items in this paragraph are contractual terms cf tt:e Agreement.

Reterenced zara'irazhs arovide furkher explanation. This form is 16 iaces. The Parties are advised to read all 16 iaces.

J%3-Q'A ? 5aJ
b
riivgiohr-- ffi-
t'f7CC'- 4UJJjgJQip- B---'-. -.-!. ---... ,-,; 4:a6.ifi§4$% :" a,:: . J.'' - - '- A 5, 5B ( cash) Purchase Price $ 3,110,000.00 OAII Cash B Close of Escrow ( COE)
gos_ 06n0 Daysafter Accep( dtaantec) e
c 32A Expiration of Offer
3 calendar days affer all Buyer Signature( s)
or ( date),
at5PMor IJAM/lJPM
D(1) 5A(1) Initial Deposit Amount $ 93,300.00 ( 3.00 % of purchase price) within 3 (or 1 ) business days number above is for calculation purposes
and is not a contractual term)
affer Accepty wire transfer
OR %
D(2) 5A(2) @Increased Deposit $ ( % of purchase price) Upon_ removal of all confinqencies Money placed i-nto escrow affer (% number above is for calculation purposes ' O'R% - ( date) the initial deposit. Use form DID at
limb inrraaead tlzii'ihei+ ia matlzi l
and is not a contractual term)
OR %
ljj jj I;i Ijj la I I;i a I;i IJ kl IJ ll @jl j jjj ll * / E(1) 5C(1) Loan Amount( s): First $ 1,555,000.00 ( 50.00 % of purchase price) Conventional or, if checked.

Interest Rate
Points
If FHA or VA checked, Deliver list of
Fixedrateor0Initialadjustablerate '
not to exceed %
Buyer to pay up to points to obtain the
rate above
17(or DaysaflerAcceptance
FHA ( Forms FVAC/HID attached)
VA (Form FVAC attached)
Seller Financing
Other:
lender required repairs
E(2) 5C(2) Additional Financed Amount $ ( % of purchase price) Conventional or, if checked, Interest Rate
Points
Fixed tate or @Initial adjustable rate
ii not to exceed ____%
it Buver to oav uo to ooints to obtain
EloSethlleerr: Financing
rate above
E(3) 7A Occupancy Type Primary, or if checked, 0 Secondaiy € lnvestment F 5D Balance of Down Payment $ 1,461,700.00
PURCHASE PRICE TOTAL $ 3,110,000.00
@ 2022, California Association of REALTORS@, Inc.

RPA REVISED 12/22 ( PAGE I OF 16) Buyer.'s Initials ["" g' Seller's Initials 463
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DocuSign Envalope II): E555DO9C- 74DA- 416E- 985DF746AFD:. 4E7B rroOenV /- 1€)areSS'. - UJUI bVrne AVk'. tAjDe. 7fflO L) ! 15('74 Date: Ma t 23. 202t! ffi
li__a*-,__
9-3r:1 Q- JE
J
Qh"" lJp- @- q-pI9p-- J Tgi' p-s3- 4J[ QJiJl ------- '--- - 7 !.., i,T.$, q7alt- T-"er, saal" l'l!I"-'i.

J
G(1) 5E Seller Credit, if any, to Buyer 0$ ( % of purchase price) number above is for calculation purposes
and is not a contractual term)
Seller credit to be applied to closing
costs OR @Other:

G/21 ADDITIONAL FINANCE TERMS:

G(3) 18 08eller agrees to pay the obligation of Buyer to compensate Buyer' s Broker under a separate agreement ( C.A.R.

Form SPBB attached). Seller' s Brokers offer, if any, to compensate Buyer' s Broker is unaf'ected unless Otherwise Agreed.

H(1) 5B Verification of All Cash ( sufflcieni
funds)
Attached to the offer or 0 3 (or Days
afier Acceptance
H(2) 6A Verification of Down Payment and
Closing Costs
Attachedtotheofferor@3( or Days
after Acceptance
H(3) 6B Verification of Loan Application Attached to the offer or @ 3 (or __) Days afier Acceptance
JPrequalification 0 Preapproval
Fully underwritten preapproval
9173_-____ J_=, _'- .__ o'._-."'_"_____,'.'= lm@! ta 31M!Mlffi'kT--:7----------'-.'7 " ---- ='" y-- W.--- r .-.... .... ....=... =._.___._.._- a:l!IWRt$ l-,-..-. ': _ _ _ , , J 16 Final Verification of Condition 5 ( or Days prior to COE K 23 Assignment Request 17 ( or __) Days after Acceptance 9Q-'-"'_"'.'."-'-'-'-'-----'-.,-'_,- r3@-- cr@s;= I____" ____ - aa - T"'ffl' i : "" E"-__,"--': a)'7" "-'(: 9"a'aa =,:== " a'l L(1) 8A Loan( s) 17 ( or ___) Days after Acceptance [ gNo loan contingency""'----""'-' L(2) 8B Appraisal: Appraisal contingency
based upon appraised value at a
minimum of purchase price or
as
17(or ___) DaysafterAcceptance [ gNo appraisal contingency Removal of appraisal contingency
does not eliminate appraisal
riiiii*eilla+ihri rizh+o in Cl/Ar
tsa I ILC; II a u u I I I Id I I1%) II I I- V t'l(.<.

L(3) 8C, 12 Investigation of Property 17 ( or Days after Acceptance

REMOV AL OR WAIVER OF
CONTINGENCY:

Anycontingencyin L(1 )QL(7) maybe
removed or waived by check' ng thie
applicable box above or attaching a
contingency Removal ( C.A.R. Form
CR-B) and checking the applicable
box therein. Removal or Waiver at
time of offer is against Agent advice.

See paragraph 8H.
g CR-B attached
Informational Access to Property 17 ( or Days affer Acceptance Buyer' s right to access the Properly for informational purposes is NOT a contingency, does NOT create cancellation rights, end applies even if contingencies are removed.

L(4) 8D, 14A Review of Seller Documents 17(or ___) DaysafterAcceptance, or5Days after Delivery, whichever is later
L(5) 8E, I3A Preliminary (" Title") Report 17(or DaysafferAcceptance, or5Days affer Delivery, whichever is later
L(6) 8F, 11 L Common Interest Disclosures
required by Civil Code el4525 or this
Agreement
17(or DaysafterAcceptance, or5Days
after Delivery, whichever is later
L(7) 8G, 9B(6) Review of leased or liened items
Such as for solar panels or propane
tanks or PACE or HERO liens)
17(or DaysafferAcceptance, or5[)ays
after Delivery, whichever is later
L(8) 8J Sale of Buyer' s Property Sale of Buye r's property is not a contingency, UNLESS checked tiere: 0 C.A.R. Form COP attached J-= z______=.= o ' s "",,_,,,',__.....':::,' m.":"%[ J7, @ffi""-"-;.'-'-,-.,,')',.-,-.',-'-';-'..::,,,-.,,_ Yamm.-' .._ 7{.:. m M(1) Time of Possession Upon notice of recordation, OR' 0 6 PM or 0 AM/ € PM on date specified, as
applicable, in 3M(2) or attached TOPA.

M(2) 7C Seller Occupied or Vacant units COE date or, if checked below, Elffl ddaayss aaff"cCoOEE ( eerr3209 oo' fmeWoreerddaayss)' r C.A.R. Form SIP attached if 29 or
fewer days. C.A.R. Form RLAS
attached if 30 or more days.

M(3) 4A,7A Occupied units by tenants or
anyone other than the Seller
OTenant Occupied Property Addendum
C.A.R. Form TOPA) attached
Seller shall disclose to Buyer if
occupied by tenants or persons
other than the Seller, and attach
TOPA in a counter offer if not part
of Buyer' s offer.
0512 "[ faaf? a!aT! AT""_ m7__ s8J,----.- "-'-'- L.-J mt-;7'-.1"':.1, ;. ,7:f' -. '-'-T-Jl:=...__.

N(I) 14A Seller Delivery of Documents 7 ( or Days affer Acceptance N(2) i 9B Sign and return Escrow Holder
Provisions and Instructions
5 ( or Days after Delivery
N(3) 11 L(2) Time to pay fees for ordering HOA
Documents
3 ( or Days afferAcceptance
N(4) 10B(1) Install smoke alarm( s), CO
detector( s), water heater bracing
7 ( or Days affer Acceptance
N(5) 28 Evidence of representative authority 3 Days after Acceptance CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ( RPA PAGE 2 0F 16) Produced with Lone Wolf Transaciions ( zipForm Edition) 717 N Hamood St, Suite 2200, Dallas, TX 75201 10301Bynie Ave 464
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Q(2)' 10A Not Applicable ' % Buyer @Seller 0 Both
Provided by:

Q(3) Report @Buyer 0 Seller @Both
Q(4) iOB( 1) Smoke alarms, CO detectors, water [ lBuyer [ Seller 0 Both heater bracing
Q(5) 10A Government Required Point of Sale [] Buyer @Seller 0 Both 10B(2) inspections, reports
Q(6) 10B(2) Government Required Point of Sale OBuyer 0 Seller @Both corrective/ remedial actions
Q(7) 19B Escrow Fee @Buyer [ 7 Seller @Both 11Each to pay their own fees Escrow Holder:

Q(8) 13 Owner' s title insurance policy OBuyer [ 7 Seller 0 Both Title Co. ( If different from Escrow Holder):

Q(9) Buyer' s Lender title insurance policy Buyer unless Otherwise Agreed, Buyer shall purchase any title insurance
policy insuring Buyer' s lender.

Q(10) County transfer tax, fees 0 Buyer 7 Seller @Both
Q(11) City transfer tax, fees @Buyer € Seller 0 Both
Q(12) 11 L(2) HOA fee for preparing disclosures Seller
Q(13) HOA certification fee Buyer
Q(14) HOA transfer fees 0 Buyer % Seller @Both unless Otherwise Agreed, Seller shall pay for separate HOA moveout fee and Buyer shall pay for separate move-in fee. Applies if
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cost in transfer fee.

Q(15) Private transfer fees Seller, or if checked, @Buyer [] Both Q(16) fees or costs @Buyer € Seller @Both
Q(17)____ fees or costs 0 Buyer % Seller @Both
Q(18) 1 QC Home warranty plan chosen by Buyer.[ 7 Buyer 0 Seller 0 Both Buyer' s Aqent If Seller or Both checked, Seller' s Coverage includes, but is not limited to: cost not to exceed $ .

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R OTHER TER( 118: 60 days COE orsooner.

RPA REVISED 12/22 ( PAGE 3 0F 16) Buyer' Initials [ s ffl" [ Io" Seller' s Initials CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ( RPA PAGE 3 0F 16) Produced WilHLane WolfT+ ansactions (ZipFOrTnEdition) h7 N HalWOOdSJ. SlliJe 2200, DallaS, TX 75201 10301ByrneAve 465
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Date: May 29, 2024
DocuSign Envelope ID: E555DO9C- 74DA- 416E- 985D- F746AFD34E7B

4. PROPERTY ADDENDA AND ADVISORIES: ( check all that apply) A. PROPERTY TYPE ADDENDA: This Agreement is subject to the terms contained in the Addenda checked below:

Tenant Occupied Property Addendum ( C.A.R. Form TOPA) ( Should be checked whether current tenants will remain or not.

Probate Agreement Purchase Addendum ( C.A.R. Form PA-PA) OManufactured Home Purchase Addendum ( C.A.R. Form MH-PA) OTenancy in Common Purchase Addendum ( C.A.R. Form TIC-PA) OStock Cooperative Purchase Addendum ( C.A.R. Form COOP- PA) Mixed Use Purchase Addendum ( C.A.R. Form MU- PA) g Other B. OTHER ADDENDA: This Agreement is subject to the terms contained in the Addenda checked below:

Addendum # ( C.A.R. Form ADM) g Short Sale Addendum ( C.A.R. Form SSA) OBack Up Offer Addendum ( C.A.R. Form BUO) @Court Confirmation Addendum ( C.A.R. Form CCA) gSeptic, Well, Property Monument and Propane Addendum ( C.A.R. Form SWPI) OBuyer Intent to Exchange Addendum ( C.A.R. Form BXA) @Seller Intent to Exchange Addendum ( C.A.R. Form SXA) gather % Other
C. BUYER AND SELLER ADVISORIES: ( Note: All Advisories below are provided for reference purposes only and are not intended to be incorporated into this Agreement.

Buyer' s Investigation Advisory ( C.A.R. Form BIA) l Fair Housing and Discrimination Advisory ( C.A.R. Form FHDA) IWire Fraud Advisory ( C.A.R. Form WFA) q Cal. Consumer Privacy Act Advisory ( C.A.R. Form CCPA) Parties may also receive a privacy disclosure from their own Agent.

OWildfire DisasterAdvisory ( C.A.R. Form WFDA) 0 Statewide Buyer and SellerAdvisory ( C.A.R. Form SBSA) Trust Advisory ( C.A.R. Form TA) 0 Short Sale Information and Advisory ( C.A.R. Form SSIA) REO Advisory ( C.A.R. Form REO) g Prdbate Advisory ( C.A.R. Form PA)

5. ADDITIONAL TERMS AFFECTING PURCHASE PRICE: Buyer represents that funds will be good when deposited with Escrow Holder, A. DEPOSIT:
1 ) INITIAL DEPOSIT: Buyer shall deliver deposit directly to Escrow Holder. If a method other than wire transfer is specified in paragraph 3D( 1) and such method is unacceptable to Escrow Holder, then upon notice from Escrow Holder, delivery shall be by wire transfer.
2) INCREASED DEPOSIT: Increased deposit specified in paragraph 3D( 2) is to be delivered to Escrow Holder in the same manner as the Initial Deposit. If the Parties agree to liquidated damages in this Agreement, they also agree to incorporate the increased deposit into the liquidated damages amount by signing a new liquidated damages clause ( C.A.R. Form DID) at the time the increased deposit is delivered to Escrow Holder. 3) RETENTION OF DEPOSIT: Paragraph 29, if initialed by all Parties or otherwise incorporated into this Agreement, specifies a remedy for Buyer' s default. Buyer and Seller are advised to consult with a qualified California real estate attorney: ( i) Before adding any other clause specifying a remedy ( such as release or forfeiture of deposit or making a deposit non-refundable) for failure of Buyer to complete the purchase. Any such clause shall be deemed invalid unless the clause independently satisfies the statutory liquidated damages requirements set forth in the Civil Code; and ( ii) Regarding possible liability and remedies if Buyer fails to deliver the deposit.

B. ALL CASH OFFER: If an all cash offer is specified in paragraph 3A, no loan is needed to purchase the Property. This Agreement is NOT contingent on Buyer obtaining a loan. Buyer shall, within the time specified in paragraph 3H( 1), Deliver written verification of funds sufficient for the purchase price and closing costs.

C. LOAN( S)
1) FIRST LOAN: This loan will provide for conventional financing UNLESS FHA, VA, Seller Financing ( C.A.R. Form SFA), or Other is checked in paragraph 3E(1
2) ADDITIONAL FINANCED AMOUNT: If an additional financed amount is specified in paragraph 3E(2), that amount will provide for conventional financing UNLESS Seller Financing ( C.A.R. Form SFA), or Other is checked in paragraph 3E(2) 3) BUYER' S LOAN STATUS: Buyer authorizes Seller and Seller' s Authorized Agent to contact Buyer' s lender( s) to determine the status of any Buyer' s loan specified in paragraph 3E, or any alternate loan Buyer pursues, whether or not a contingency of this Agreement. If the contact information for Buyer' s lender( s) is different from that provided under the terms of paragraph 6B, Buyer shall Deliver the updated contact information within 1 Day of Seller' s request. 4)FHANA: lfFHAorVAiascheckedainparagraph3E( 1)iaFHAamendatorclause( C.A.R.FormFVAC) shallbe incorporated and Signed by all Parties. Buyer shall, within the time specified in paragraph 3E(1), Deliver to Seller written notice ( C.A.R. Form RR or AEA) ( i) of any lender requirements that Buyer requests Seller to pay for or otherwise correct or ( ii) that there are no lender requirements. Notwithstanding Seller' s agreement that Buyer may obtain FHA or VA financing, Seller has no obligation to pay or satisfy any or all lender requirements unless agreed in writing.

D. BALANCE OF PURCHASE PRICE ( DOWN PAYMENT, paragraph 3F) ( including all-cash funds) to be deposited with Escrow Holder pursuant to Escrow Holder instructions.

E. LIMITS ON CREDITS TO BUYER: Any credit to Buyer as specified in paragraph 3G( 1) or Otherwise Agreed, from any source, for closing or other costs that is agreed to by the Parkies (" Contractual Credit") shall be disclosed to Buyer' s lender, if any, and made at Close Of Escrow. If the total credit allowed by Buyer' s lender (" Lender Allowable Credit") is less than the Contractual Credit, then ( i) the Contractual Credit from Seller shall be reduced to the Lender Allowable Credit. and ( ii) in the absence of a separate written agreement between the Parties, there shall be no automatic adjustment to the purchase price to make up for the difference between the Contractual Credit and the Lender Allowable Credit.

6. ADDITIONAL FINANCING TERMS
A. VERIFICATION OF DOWN PAYMENT AND CLOSING COSTS: Written verification of Buyer' s down payment and closing costs within the time specified in paragraph 3H( 2) may be made by Buyer or Buyer' s lender or loan broker pursuant to paragraph 6B.

B. VERIFICATION OF LOAN APPLICATIONS: Buyer shall Deliver to Seller, within the time specified in paragraph 3H( 3) a letter from Buyer' s lender or loan broker stating that, based on a review of Buyer' s written application and credit report, Buyer is prequalified or preapproved for any NEW loan specified in paragraph 3E. If any loan specified in paragraph 3E is an adjustable rate loan, the prequalification or preapproval letter shall be based on the qualifying rate, not the initial loan rate.

CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ( RPA PAGE 4 0F 16) Produced wiih Lone Wolf Ttansaciions ( zipForm Edition) 717 N Harhood St. Suite 2200, Dallas. TX 75201 10301 Byrne Ave 466
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DocuSign Envelope ID: E555DO9C-74DA-416E-985D-F746AFD34E7B limited to, as applicable, all cash, amount of down payment, or contingent or non-contingent loan). Seller has agreed to a specific closing date, purchase price, and to sell to Buyer in reliance on Buyer' s specified financing. Buyer shall pursue the financing specified in this Agreement, even if Buyer also elects to pursue an alternative form of financing. Seller has no obligation to cooperate with Buyer's efforts to obtain any financing other than that specified in this Agreement but shall not interfere with closing at the purchase price on the COE date (paragraph 3B) even if based upon alternate financing. Buyer's inability to obtain alternate financing does not excuse Buyer from the obligation to purchase the Propeity and close escrow as specified in this Agreement.

7. CLOSING AND POSSESSION
A. OCCUPANCY: If Buyer intends to occupy as a primaiy or secondary residence ( see paragraph 3E(3)), and unless Otherwise Agreed, such as in C.A.R. Form TOPA: ( i) the unit Buyer intends to occupy shall be vacant at the time possession is delivered to Buyer, and (ii) if the Properky contains more than one unit, within 3 Days after Acceptance Buyer shall give Seller written notice of which unit Buyer intends to occupy. Occupancy may impact available financing. Seller shall disclose to Buyer if occupied by tenants or persons other than Seller, and attach C.A.R. Form TOPA in a counter offer if not part of Buyer's offer.

B. CONDITION OF PROPERTY ON CLOSING
1 ) Unless Otherwise Agreed: ( i) the Property shall be delivered "As-Is" in its PRESENT physical condition as of the date of Acceptance ( ii) the Property, including pool, spa, landscaping and grounds, is to be maintained in substantially the same condition as on the date of Acceptance; and (iii) all debris and personal property not included in the sale shall be removed by Close Of Escrow or at the time possession is delivered to Buyer, if not on the same date. If items are not removed when possession is delivered to Buyer, all items shall be deemed abandoned. Buyer, afker first Delivering to Seller written notice to remove the items within 3 Days, may pay to have such items removed or disposed of and may bring legal action as per this Agreement, to receive reasonable costs from Seller. 2) Buyer is strongly advised to conduct investigations of the entire Propeity in order to determine its present condition. Seller and Agents may not be aware of all defects affecting the Propeity or other factors that Buyer considers important. Property improvements may not be built according to code, in compliance with current Law, or have had all required permits issued and/or finalized.

C. SELLER REMAINING IN POSSESSION AFTER CLOSE OF ESCROW: If Seller has the right to remain in possession after Close Of Escrow pursuant to paragraph 3M(2) or as Otherwise Agreed: The Parties are advised to ( i) consult with their insurance and legal advisors for information about liability and damage or injury to persons and personal and real property and ( ii) consult with a qualified California real estate attorney where the Property is located to determine the ongoing rights and responsibilities of both Buyer and Seller with regard to each other, including possible tenant rights, and what type of written agreement to use to document the relationship between the Parties. Buyer is advised to consult with Buyer's tender about the impact of Seller's occupancy on Buyer's loan.

D. At Close Of Escrow: ( i) Seller assigns to Buyer any assignable warranty rights for items included in the sale; and (ii) Seller shall Deliver to Buyer available Copies of any such warranties. Agents cannot and will not detemiine the assignability of any warranties.

E. Seller shall, on Close Of Escrow unless Otherwise Agreed and even if Seller remains in possession, provide keys, passwords codes and/or means to operate all locks, mailboxes, security systems, alarms, home automation systems, intranet and Internet-connected devices included in the purchase price, garage door openers, and all items included in either paragraph 3P or paragraph 9. If the Property is a condominium or located in a common interest development, Seller shall be responsible for securing or providing any such items for Association amenities, facilities, and access. Buyer may be required to pay a deposit to the Homeowners' Association (" HOA") to obtain keys to accessible HOA facilities.

8. CONTINGENCIESANDREMOVALOFCONTINGENCIES
A. LOAN(S)
1) This Agreement is, unless otherwise specified in paragraph 3L(1) or an attached CR-B form, contingent upon Buyer obtaining the loan(s) specified. If contingent, Buyer shall act diligently and in good faith to obtain the designated loan(s). If there is no appraisal contingency or the appraisal contingency has been waived or removed, then failure of the Property to appraise at the purchase price does not entitle Buyer to exercise the cancellation right pursuant to the loan contingency if Buyer is otherwise qualified for the specified loan and Buyer is able to satisfy lender's non- appraisal conditions for closing the loan.
2) Buyer is advised to investigate the insurability of the Properky as early as possible, as this may be a requirement for lending. Buyer' s ability to obtain insurance for the Property, including fire insurance, is part of Buyer' s Investigation of Property contingency. Failure of Buyer to obtain insurance may justify cancellation based on the Investigation contingency but not the loan contingency.
3) Buyer' s contractual obligations regarding deposit, balance of down payment and closing costs are not contingencies of this Agreement, unless Otherwise Agreed.
4) lfthereisanappraisalcontingency, removaloftheloancontingencyshallnotbedeemedremovaloftheappraisalcontingency. 5) NO LOAN CONTINGENCY: If "No loan contingency" is checked in paragraph 3L( 1), obtaining any loan specified is NOT a contingency of this Agreement. If Buyer does not obtain the loan specified, and as a result is unable to purchase the Property, Seller may be entitled to Buyer' s deposit or other legal remedies.

B. APPRAISAL:
1) This Agreement is, unless otherwise specified in paragraph 3L( 2) or an attached CR- B form, contingent upon a written appraisal of the Property by a licensed or certified appraiser at no less than the amount specified in paragraph 3L( 2), without requiring repairs or improvements to the Property. Appraisals are ofken a reliable source to verify square footage of the subject Property. However, the ability to cancel based on the measurements provided in an appraisal falls within the Investigation of Property contingency. The appraisal contingency is solely limited to the value determined by the appraisal. For any cancellation based upon this appraisal contingency, Buyer shall Deliver a Copy of the written appraisal to Seller, upon request by Seller.
2) NO APPRAISAL CONTINGENCY: If "No appraisal contingency" is checked in paragraph 3L( 2), then Buyer may not use the loan contingency specified in paragraph 3L( 1) to cancel this Agreement if the sole reason for not obtaining the loan is that the appraisal relied upon by Buyer' s lender values the properky at an amount less than that specified in paragraph 3L( 2). If Buyer is unable to obtain the loan specified solely for this reason, Seller may be entitled to Buyer' s deposit or other legal remedies.
3) L2( Fair Appraisal Act: The Pafies acknowledge receipt of the attached Fair Appraisal Act Addendum ( C.A.R. Form FAAA) C. INVESTIGATION OF PROPERTY: This Agreement is, as specified in paragraph 3L( 3), contingent upon Buyer' s acceptance of the condition of, and any other matter affecting, the Property. See paragraph 12.

D. REVIEW OF SELLER DOCUMENTS: This Agreement is, as specified in paragraph 3L( 4), contingent upon Buyer' s review and approval of Seller' s documents required in paragraph 14A.

CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROWINSTRUCTIONS ( RPA PAGE 5 0F 16) Produced with Lone WolfTransactions ( zipFomr Edition) 717 N Hanhood St. Suite 2200. Dallas. TX 75201 10301 Byrne Ave 467
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DocuSign Envelope ID: E555DO9C-74DA-416E-985D-F746AFD34E7B rropeny qaaress: 7UJU7 byrne hve, t.,upertlnO, t;t-i sbuiq E. TITLE:

Date: May 29, 2024
1 ) This Agreement is, as specified in paragraph 3L(5), contingent upon Buyer's ability to obtain the title policy provided for in paragraph 13G and on Buyer's review of a current Preliminary Report and items that are disclosed or observable even if not on record or not specified in the Preliminary Report, and satisfying Buyer regarding the current status of title. Buyer is advised to review all underlying documents and other matters affecting title, including, but not limited to, any documents or deeds referenced in the Preliminary Report and any plotted easements. 2) Buyer has 5 Days after receipt to review a revised Preliminary Report, if any, furnished by the Title Company and cancel the transaction if the revised Preliminary Report reveals material or substantial deviations from a previously provided Preliminary Report.

F. CONDOMINIUM/ PLANNED DEVELOPMENT DISCLOSURES ( IF APPLICABLE): This Agreement is, as specified in paragraph 3L(6), contingent upon Buyer's review and approval of Common Interest Disclosures required by Civil Code § 4525 and under paragraph ' I1 L (" Cl Disclosures").

G. BUYER REVIEW OF LEASED OR LIENED ITEMS CONTINGENCY: Buyer's review of and ability and willingness to assume any lease, maintenance agreement or other ongoing financial obligation, or to accept the Property subject to any lien, disclosed pursuant to paragraph 9B(6), is, as specified in paragraph 3L(7), a contingency of this Agreement. Any assumption of the lease shall not require any financial obligation or contribution by Seller. Seller, after first Delivering a Notice to Buyer to Perform, may cancel this Agreement if Buyer, by the time specified in paragraph 3L(7), refuses to enter into any necessary written agreements to accept responsibility for all obligations of Seller-disclosed leased or liened items.

H. REMOVAL OR WAIVER OF CONTINGENCIES WITH OFFER: Buyer shall have no obligation to remove a contractual contingency unless Seller has provided all required documents, reports, disclosures, and information pertaining to that contingency. If Buyer does remove a contingency without first receiving all required information from Seller, Buyer is relinquishing any contractual rights that apply to that contingency. If Buyer removes or waives any contingencies without an adequate understanding of the Property's condition or Buyer's ability to purchase, Buyer is acting against the advice of Agent.

1. REMOVALOFCONTINGENCYORCANCELLATION:
1) For any contingency specified in paragraph 3L, 8, or elsewhere, Buyer shall, within the applicable period specified, remove the contingency or cancel this Agreement. 2) For the contingencies for review of Seller Documents, Preliminary Report, and Condominium/Planned Development Disclosures, Buyer shall, within the time specified in paragraph 3L or 5 Days after Delivery of Seller Documents or Cl Disclosures, whichever occurs later, remove the applicable contingency in writing or cancel this Agreement. 3) If Buyer does not remove a contingency within the time specified, Seller, afker first giving Buyer a Notice to Buyer to Perform ( C.A.R. Form NBP), shall have the right to cancel this Agreement.

J. SALE OF BUYER'S PROPERTY: This Agreement and Buyer's ability to obtain financing are NOT contingent upon the sale of any properky owned by Buyer unless the Sale of Buyer' s Property ( C.A.R. Form COP) is checked as a contingency of this Agreement in paragraph 3L( 8).

9. ITEMS INCLUDED IN AND EXCLUDED FROM SALE:

A. NOTE TO BUYER AND SELLER: Items listed as included or excluded in the Multiple Listing Service ( MLS), flyers, marketing materials, or disclosures are NOT included in the purchase price or excluded from the sale unless specified in this paragraph or paragraph 3P or as Otherwise Agreed. Any items included herein are components of the home and are not intended to affect the price. All items are transferred without Seller warranty.

B. ITEMS INCLUDED IN SALE:
1 ) All EXISTING fixtures and fittings that are attached to the Property:
2) EXISTING electrical, mechanical, lighting, plumbing and heating fixtures, ceiling fans, fireplace inserts, gas logs and grates, solar power systems, built- in appliancesaand appliances for which special openings or encasements have been made whether or not checked in paragraph 3P), window and door screens, awnings, shutters, window coverings ( which includes blinds, curtains, drapery, shutters or any other materials that cover any portion of the window) and any associated hardware and rods, attached floor coverings, television antennas, satellite dishes, air coolers/ conditioners, pool/ spa equipment including, but not limited to, any cleaning equipment such as motorized/ automatic pool cleaners, pool heaters, pool nets, pool covers), garage door openers/ remote controls, mailbox, in- ground landscaping, water features and fountains, water sofkeners, water purifiers, light bulbs ( including smark bulbs) and all items specified as induded in paragraph 3P, if currently existing at the time of Acceptance.

Note: If Seller does not intend to include any item specified as being included above because it is not owned by Seller, whether placed on the Property by Agent, stager or other third party, the item should be listed as being excluded in paragraph 3P or excluded by Seller in a counter offer.
3) Security System includes any devices, hardware, sofkware, or control units used to monitor and secure the Property, including but not limited to, any motion detectors, door or window alarms, and any other equipment utilized for such purpose. If checked in paragraph 3P, all such items are included in the sale, whether hard wired or not. 4) Home Automation ( Smart Home Features) includes any electronic devices and features including, but not limited to, thermostat controls, kitchen appliances not otherwise excluded, and lighting systems, that are connected ( hard wired or wirelessly) to a control unit, computer, tablet, phone, or other " smart" device. Any Smart Home devices and features that are physically affixed to the real property, and also existing light bulbs, are included in the sale. Buyer is advised to use paragraph 3P( 1) or an addendum to address more directly specific items to be included. Seller is advised to use a counter offer to address more directly any items to be excluded. 5) Non- Dedicated Devices: If checked in paragraph 3P, all smart home and security system control devices are included in the sale, except for any non- dedicated personal computer, tablet, or phone used to control such features. Buyer acknowledges that a separate device and access to wifi or Internet may be required to operate some smart home features and Buyer may have to obtain such device afker Close Of Escrow. Seller shall de-list any devices from any personal accounts and shall cooperate with any transfer of services to Buyer. Buyer is advised to change all passwords and ensure the security of any smart home features.
6) LEASED OR LIENED ITEMS AND SYSTEMS: Seller, within the time specified in paragraph 3N( 1), shall ( i) disclose to Buyer if any item or system specified in paragraph 3P or 9B or otherwise included in the sale is leased, or not owned by Seller, or is subject to any maintenance or other ongoing financial obligation, or specifically subject to a lien or other encumbrance or loan, and ( ii) Deliver to Buyer all written materials ( such as lease, warranty, financing, etc.) concerning any such item. tCALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ( RPA PAGE 6 0F 16) Produced wifh Lone Woll Transactions ( zipFomr Edition) 717 N Harwood St. Suite 2200, Dallas, TX 75201 10301 Bynie Ave 468
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DocuSign Envelope ID: E555DO9C-74DA-416E-985D-F746AFD34E7B 7) Seller represents that all items included in the purchase price, unless Otherwise Agreed, D(ia)1ea:b2yo2S4eller eMoaSn2e' ad shallJ rropeny saaress. ? UJU7 byrne pve, UupertlnO, tap saU74 be transferred free and clear of liens and encumbrances, except the items and systems identified pursuant to paragraph 9B( 6), and ( ii) are transferred without Seller warranty regardless of value. Seller shall cooperate with the identification of any sofkware or applications and Buyer's efforts to transfer any services needed to operate any Smart Home Features or other items included in this Agreement, including, but not limited to, utilities or security systems.

C. ITEMS EXCLUDED FROM SALE: Unless Otherwise Agreed, the following items are excluded from sale: (i) All items specified n paragraph 3P(2); ( ii) audio and video components ( such as flat screen TVs, speakers and other items) if any such item is not itself attached to the Property, even if a bracket or other mechanism attached to the component or item is attached to the Property; ( iii) furniture and other items secured to the Property for earthquake or safety purposes. Unless otherwise specified in paragraph 3P(1), brackets attached to walls, floors or ceilings for any such component, furniture or item will be removed and holes or other damage shall be repaired, but not painted.

10. ALLOCATION OF COSTS
A. INSPECTIONS, REPORTS, TESTS AND CERTIFICATES: Paragraphs 3Q(1), (2), (3), and ( 5) only determines who is to pay for the inspection, report, test, certificate or service mentioned; it does not determine who is to pay for any work recommended or identified in any such document. Agreements for payment of required work should be specified elsewhere in paragraph 3Q, or 3R, or in a separate agreement ( such as C.A.R. Forms RR, RRRR, ADM or AEA). Any reportsin these paragraphs shall be Delivered in the time specified in paragraph 3N(1 B. GOVERNMENT REQUIREMENTS AND CORRECTIVE OR REMEDIAL ACTIONS:
1 ) LEGALLY REQUIRED INSTALLATIONS AND PROPERTY IMPROVEMENTS: Any required installation of smoke alarm or carbon monoxide device(s) or securing of water heater shall be completed within the time specified in paragraph 3N(4) and paid by the Party specified in paragraph 3Q(4). If Buyer is to pay for these items, Buyer, as instructed by Escrow Holder, shall deposit funds into escrow or directly to the vendor completing the repair or installation. Prior to Close Of Escrow, Seller shall Deliver to Buyer written statement(s) of compliance in accordance with any Law, unless Seller is exempt. If Seller is to pay for these items and does not fulfill Seller' s obligation in the time specified, and Buyer incurs costs to comply with lender requirements concerning those items, Seller shall be responsible for Buyer's costs. 2) POINT OF SALE REQUIREMENTS:

A) Point of sale inspections, reports and repairs refer to any such actions required to be completed before or after Close Of Escrow that are required in order to close under any Law and paid by Party specified in paragraphs 3Q(5) and 3Q(6). Unless Parties Otherwise Agree to another time period, any such repair, shall be completed prior to final verification of Property. If Buyer agrees to pay for any portion of such repair, Buyer, shall (i) directly pay to the vendor completing the repair or ( ii) provide an invoice to Escrow Holder, deposit funds into escrow sufficient to pay for Buyer's portion of such repair and request Escrow Holder pay the vendor completing the repair.

B) Buyer shall be provided, within the time specified in paragraph 3N(1), unless Parties Otherwise Agree to another time period, a Copy of any required government-conducted or point-of-sale inspection repork prepared pursuant to this Agreement or in anticipation of this sale of the Property. 3) REINSPECTION FEES: If any repair in paragraph 10B(1) is not completed within the time specified and the lender requires an additional inspection to be made, Seller shall be responsible for any corresponding reinspection fee. If Buyer incurs costs to comply with lender requirements concerning those items, Seller shall be responsible for those costs. 4) INFORMATION AND ADVICE ON REQUIREMENTS: Buyer and Seller are advised to seek information from a knowledgeable source regarding local and State mandates and whether they are point of sale requirements or requirements of ownership. Agents do not have expertise in this area and cannot ascertain all of the requirements or costs of compliance.

C. HOME WARRANTY:
1) Buyer shall choose the home warranty plan and any optional coverages. Buyer shall pay any cost of that plan, chosen by Buyer, that exceeds the amount allocated to Seller in paragraph 3Q(18). Buyer is informed that home warranty plans have many optional coverages, including but not limited to, coverages for Air Conditioner and Pool/Spa. Buyer is advised to investigate these coverages to determine those that may be suitable for Buyer and their cost. 2) If Buyer waives the purchase of a home warranty plan in paragraph 3Q(18), Buyer may still purchase a home warranty plan, at Buyer's expense, prior to Close Of Escrow.

11. STATUTORY AND OTHER DISCLOSURES ( INCLUDING LEAD-BASED PAINT HAZARD

CANCELLATION RIGHTS
A. TDS, NHD, ANDOTHERSTATUTORYANDSUPPLEMENTALDISCLOSURES:
1) Seller shall, within the time specified in paragraph 3N(1), Deliver to Buyer: unless exempt, fully completed disclosures or notices required by §§ 1102 et. seq. and 1103 et. seq. ofthe Civil Code (" Statutory Disclosures"). Statutory Disclosures include, but are not limited to, a Real Estate Transfer Disclosure Statement ( C.A.R. Form TDS>. Natural Hazard Disclosure Statement (" NHD"), notice or actual knowledge of release of illegal controlled substance, notice of special tax and/or assessments ( or, if allowed, substantially equivalent notice regarding the Mello-Roos Community Facilities Act of 1982 and Improvement Bond Act of 1915) and, if Seller has actual knowledge, of industrial use and military ordnance location ( C.A.R. Form SPQ or ESD), and, if the Property is in a high or very high fire hazard severity area, the information notices, documentation, and agreements required by §§ 1l 02.6(f) and 1102.19 of the Civil Code ( C.A. R. Form FHDS) 2) The Real Estate Transfer Disclosure Statement required by this paragraph is considered fully completed if Seller has completed the section titled Coordination with Other Disclosure Forms by checking a box ( Section I), and Seller has completed and answered all questions and Signed the Seller' s Information section ( Section 11) and the Seller' s Agent, if any, has completed and Signed the Seller' s Agenfs section ( Section Ill), or, if applicable, an Agent Visual Inspection Disclosure ( C.A.R. Form AVID). Section V acknowledgment of receipt of a Copy of the TDS shall be Signed afker all previous sections, if applicable have been completed. Nothing stated herein relieves a Buyer' s Agent, if any, from the obligation to ( i) conduct a reasonably competent and diligent visual inspection of the accessible areas of the Property and disclose, on Section IV of the TDS, or an AVID, material facts affecting the value or desirability of the Property that were or should have been revealed by such an inspection or ( ii) complete any sections on all disclosures required to be completed by Buyer' s Agent. 3) Seller shall, within the time specified in paragraph 3N( 1), provide " Supplemental Disclosures" as follows: ( i) unless exempt from the obligation to provide a TDS, complete a Seller Property Questionnaire ( C.A.R. Form SPQ) by answering all questions and Signing and Delivering a Copy to Buyer ( ii) if exempt from the obligation to provide a TDS, complete an Exempt Seller Disclosure ( C.A.R. Form ESD) by answering all questions and Signing and Delivering a Copy to Buyer.

CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ( RPA PAGE 7 0F 16) PTOdllCedWith Lane WOITTransactions ( ZipFOtTn Edition) 717 N HaTWOOd SJ, Sllite 2200, DallaS, TX 75201 10301 Byrne Ave

DISCLOSURES) AND
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DocuSign Envelope ID: E555DO9C-74DA-416E-985D-F746AFD34E7B rropeny paaress: 7UJU7 byrne pve, t,;upenino, L;/4 sbu'io Date: May 29, 2024 4) In the event Seller or Seller's Agent, prior to Close Of Escrow, becomes aware of adverse conditions materially affecting the Property, or any material inaccuracy in disclosures, information or representations previously provided to Buyer under this paragraph, Seller shall, in writing, promptly provide a subsequent or amended TDS, Seller Property Questionnaire or other document, in writing, covering those items. Any such document shall be deemed an amendment to the TDS or SPQ.

However, a subsequent or amended disclosure shall not be required for conditions and material inaccuracies of which Buyer is otherwise aware, or which are discovered by Buyer or disclosed in reports or documents provided to or ordered and paid for by Buyer.

B. LEAD DISCLOSURES:
1) Seller shall, within the time specified in paragraph 3N(1), for any residential property built before January 1, 1978, unless exempted by Law, Deliver to Buyer a fully completed Federal Lead-Based Paint Disclosures ( C.A.R. Form LPD) and pamphlet ("Lead Disclosures").
2) Buyer shall, within the time specified in paragraph 3L(3), have the opportunity to conduct a risk assessment or to inspect for the presence of lead-based paint hazards.

C. HOME FIRE HARDENING DISCLOSURE AND ADVISORY: For any transaction where a TDS is required, the property is located in a high or very high fire hazard severity zone, and the home was constructed before January 1, 2010, Seller shall, within the time specified in paragraph 3N(1), Deliver to Buyer: ( i) a home hardening disclosure required by law and ( ii) a statement of features of which the Seller is aware that may make the home vulnerable to wildfire and flying embers; and ( iii) a final inspection report regarding compliance with defensible space requirements if one was prepared pursuant to Government Code § 51182 ( C.A.R. Form FHDS).

D. DEFENSIBLE SPACE DISCLOSURE AND ADDENDUM: For any transaction in which a TDS is required and the property is located in a high or very high fire hazard severity zone, Seller shall, within the time specified in paragraph 3N(1), Deliver to Buyer (i) a disclosure of whether the Property is in compliance with any applicable defensible space laws designed to protect a structure on the Property from fire; and ( ii) an addendum allocating responsibility for compliance with any such defensible space law ( C.A.R. Form FHDS).

E. WAIVER PROHIBITED: Waiver of Statutory, Lead, and other Disclosures in paragraphs 11A(1), 11B, 11C, and 11D are prohibited by Law.

F. RETURN OF SIGNED COPIES: Buyer shall, within the time specified in paragraph 3L(4) OR 5 Days afker Delivery of any disclosures specified in paragraphs 1l A, B, C or D, and defensible space addendum in paragraph 11D, whichever is later, return Signed Copies of the disclosures, and if applicable, addendum, to Seller.

G. TERMINATION RIGHTS:
1) Statutory and Other Disclosures: If any disclosure specified in paragraphs 11A, B, C, or D, or subsequent or amended disclosure to those just specified, is Delivered to Buyer after the offer is Signed, Buyer shall have the right to terminate this Agreement within 3 Days after Delivery in person, or 5 Days afker Delivery by deposit in the mail, or by an electronic record or email satisfying the Uniform Electronic Transactions Act ( UETA), by giving written notice of rescission to Seller or Seller's Authorized Agent. If Buyer does not rescind within this time period, Buyer has been deemed to have approved the disclosure and shall not have the right to cancel.
2) Defensible Space Compliance: If, by the time specified in paragraph 11F, Buyer does not agree to the terms regarding defensible space compliance Delivered by Seller, as indicated by mutual signatures on the FHDS, then Seller, after first Delivering a Notice to Buyer to Perform, may cancel this Agreement.

H. WITHHOLDING TAXES: Buyer and Seller hereby instruct Escrow Holder to withhold the applicable required amounts to comply with federal and California withholding Laws and forward such amounts to the Internal Revenue Service and Franchise Tax Board, respectively. However, no federal withholding is required if, prior to Close Of Escrow, Seller Delivers ( i) to Buyer and Escrow Holder a fully completed affidavit ( C.A.R. Form AS) sufficient to avoid withholding pursuant to federal withholding Law ( FIRPTA); OR ( ii) to a qualified substitute ( usually a title company or an independent escrow company) a fully completed affidavit ( C.A.R. Form AS) sufficient to avoid withholding pursuant to federal withholding Law AND the qualified substitute Delivers to Buyer and Escrow Holder an affidavit signed under penalty of perjury ( C.A.R. Form QS) that the qualified substitute has received the fully completed Seller' s affidavit and the Seller states that no federal withholding is required; OR ( iii) to Buyer other documentation satisfying the requirements under Internal Revenue Code § 1445 ( FIRPTA). No withholding is required under California Law if, prior to Close Of Escrow, Escrow Holder has received sufficient documentation from Seller that no withholding is required, and Buyer has been informed by Escrow Holder.

I. MEGAN' S LAW DATABASE DISCLOSURE: Notice: Pursuant to § 290. 46 of the Penal Code, information about specified registered sex offenders is made available to the public via an Internet Web site maintained by the Department of Justice at www. meganslaw. ca. gov. Depending on an offender' s criminal history, this information will include either the address at which the offender resides or the community of residence and ZIP Code in which he or she resides. ( Neither Seller nor Agent are required to check this website. If Buyer wants further information, Agent recommends that Buyer obtain information from this website during Buyer' s investigation contingency period. Agents do not have expertise in this area.) J. NOTICE REGARDING GAS AND HAZARDOUS LIQUID TRANSMISSION PIPELINES: This notice is being provided simply to inform you that information about the general location of gas and hazardous liquid transmission pipelines is available to the public via the National Pipeline Mapping System ( NPMS) Internet Web site maintained by the United States Department of Transportation at http:// www. npms. phmsa. dot. gov/. To seek further information about possible transmission pipelines near the Property, you may contact your local gas utility or other pipeline operators in the area. Contact information for pipeline operators is searchable by ZIP Code and county on the NPMS Internet Website. ( Neither Seller nor Agent are required to check this website. If Buyer wants further information, Agent recommends that Buyer obtain information from this website during Buyer' s investigation contingency period. Agents do not have expertise in this area.) K. NATURAL AND ENVIRONMENTAL HAZARDS: Seller shall, within the time specified in paragraph 3N( 1 ), if required by Law:
i) Deliver to Buyer the earthquake guide and environmental hazards booklet, and for all residential property with 1-4 units and any manufactured or mobile home built before January 1, 1960, fully complete and Deliver the Residential Earkhquake Risk Disclosure Statement and ( ii) even if exempt from the obligation to provide a NHD, disclose if the Property is located in a Special Flood Hazard Area; Potential Flooding ( Inundation) Area; Very High Fire Hazard Zone; State Fire Responsibility Area; Earthquake Fault Zone; Seismic Hazard Zone; and ( iii) disclose any other zone as required by Law and provide any other information required for those zones.

L. CONDOMINIUM/ PLANNED DEVELOPMENT DISCLOSURES:
1 ) Seller shall, within the time specified in paragraph 3N( 1 ), disclose to Buyer whether the Property is a condominium or is located in a planned development, other common interest development, or otherwise subject to covenants, conditions, and restrictions ( C.A.R. Form SPQ or ESD).
tbRPA REVISED 12/ 22 ( PAGE 8 0F 16) ,,,, Seller' s
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CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ( RPA PAGE 8 0F 16) Produced with Lone WolTTtansactionS ( zipFOrm Edition) 717 N Hamood St, Suite 2200, Dallas, TX 7520S . 10301 Byrne Ave 470
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DocuSign Envelope ID: E555DO9C-74DA-416E-985D-F746AFD34E7B roperxy haaress: 7UJU7 byrne pve, t.;upenino, t.;p sau'io Date: May 29, 2024 2) If the Property is a condominium or is located in a planned development or other common interest development with a HOA, Seller shall, within the time specified in paragraph 3N(3), order from, and pay any required fee as specified in paragraph 3Q(12) for the following items to the HOA ( C.A.R. Form HOA-IR): ( i) Copies of any documents required by Law ( C.A.R. Form HOA-RS); ( ii) disclosure of any pending or anticipated claim or litigation by or against the HOA: ( iii) a statement containing the location and number of designated parking and storage spaces ( iv) Copies of the most recent 12 months of HOA minutes for regular and special meetings ( v) the names and contact information of all HOAs governing the Property ( vi) pet restrictions; and ( vii) smoking restrictions (" CI Disclosures"). Seller shall itemize and Deliver to Buyer all CI Disclosures received from the HOA and any CI Disclosures in Seller's possession. Seller shall, as directed by Escrow Holder, deposit funds into escrow or direct to HOA or management company to pay for any of the above.

M. SOLAR POWER SYSTEMS: For properties with any solar panels or solar power systems, Seller shall, within the time specified in paragraph 3N(1), Deliver to Buyer all known information about the solar panels or solar power system. Seller may use the Solar Advisory and Questionnaire ( C.A.R. Form SOLAR) N. KNOWN MATERIAL FACTS: Seller shall, within the time specified in paragraph 3N(1), DISCLOSE KNOWN MATERIAL FACTS AND DEFECTS affecting the Properky, including, but not limited to, known insurance claims within the past five years, or provide Buyer with permission to contact insurer to get such information ( C.A.R. Form ARC), and make any and all other disclosures required by Law.

12. BUYER'S INVESTIGATION OF PROPERTY AND MATTERS AFFECTING PROPERTY:

A. Buyer shall, within the time specified in paragraph 3L(3), have the right, at Buyer's expense unless Otherwise Agreed, to conduct inspections, investigations, tests, surveys and other studies (" Buyerlnvestigations" B. Buyer Investigations include, but are not limited to:
1) InspectionsregardinganyphysicalattributesofthePropertyoritemsconnectedtotheProperty, suchas:

A) A general home inspection.

B) An inspection for lead-based paint and other lead-based paint hazards.

C) An inspection specifically for wood destroying pests and organisms. Any inspection for wood destroying pests and organisms shall be prepared by a registered Structural Pest Control company shall cover the main building and attached structures; may cover detached structures; shall NOT include water tests of shower pans on upper level units unless the owners of property below the shower consent; shall NOT include roof coverings; and, if the Property is a unit in a condominium or other common interest subdivision, the inspection shall include only the separate interest and any exclusive-use areas being transferred, and shall NOT include common areas; and shall include a report (" Pest Control Report") showing the findings of the company which shall be separated into sections for evident infestation or infections ( Section 1 ) and for conditions likely to lead to infestation or infection ( Section 2) D) Any other specific inspections of the physical condition of the land and improvements. 2) Investigation of any other matter affecting the Property, other than those that are specified as separate contingencies.

Buyer Investigations include, but are not limited to, an investigation of the availability and cost of general homeowner's insurance, flood insurance and fire insurance. See, Buyer's Investigation Advisory ( C.A.R. Form BIA) for more.

C. Without Seller's prior written consent, Buyer shall neither make nor cause to be made: ( i) invasive or destructive Buyer Investigations, except for minimally invasive testing required to prepare a Pest Control Report, which shall not include any holes or drilling through stucco or similar material; or ( ii) inspections by any governmental building or zoning inspector or government employee, unless required by Law.

D. Seller shall make the Property available for all Buyer Investigations. Seller is not obligated to move any existing personal properky.

Seller shall have water, gas, electricity and all operable pilot lights on for Buyer's Investigations and through the date possession is delivered to Buyer. Buyer shall, ( i) by the time specified in paragraph 3L(3), complete Buyer Investigations and satisfy themselves as to the condition of the Property, and either remove the contingency or cancel this Agreement, and ( ii) by the time specified in paragraph 3L(3) or 3 Days after receipt of any Investigation repork, whichever is later, give Seller at no cost, complete Copies of all such reports obtained by Buyer, which obligation shall survive the termination of this Agreement. This Delivery of Investigation reports shall not include any appraisal, except an appraisal received in connection with an FHA or VA loan.

E. Buyer indemnity and Seller protection for entry upon the Property: Buyer shall: ( i) keep the Property free and clear of liens; ( ii) repair all damage arising from Buyer Investigations and ( iii) indemnify and hold Seller harmless from all resulting liability, claims, demands, damages and costs. Buyer shall carry, or Buyer shall require anyone acting on Buyer's behalf to carry, policies of liability, workers' compensation and other applicable insurance, defending and protecting Seller from liability for any injuries to persons or property occurring during any Buyer Investigations or work done on the Property at Buyer's direction prior to Close Of Escrow. Seller is advised that certain protections may be afforded Seller by recording a "Notice of Non-Responsibility" ( C.A.R. Form NNR) for Buyer Investigations and work done on the Properky at Buyer's direction. Buyer's obligations under this paragraph shall survive the termination of this Agreement.

13. TITLE AND VESTING
A. Buyer shall, within the time specified in paragraph 3N(1), be provided a current Preliminary Report by the person responsible for paying for the title report in paragraph 3Q(8). If Buyer is responsible for paying, Buyer shall act diligently and in good faith to obtain such Preliminary Report within the time specified. The Preliminary Report is only an offer by the title insurer to issue a policy of title insurance and may not contain every item affecting title. The company providing the Preliminary Report shall prior to issuing a Preliminary Report, conduct a search of the General Index for all Sellers except banks or other institutional lenders selling properties they acquired through foreclosure ( REOs), corporations, and governme7'it entities.

B. Title is taken in its present condition subject to all encumbrances, easements, covenants, conditions, restrictions, rights and other matters, whether of record or not, as of the date of Acceptance except for: ( i) monetary liens of record unless Buyer is assuming those obligations or taking the Property subject to those. obligations; and ( ii) those matters which Seller has agreed to remove in writing. For any lien or matter not being transferred upon sale, Seller will take necessary action to deliver title free and clear of such lien or matter.

C. Seller shall within 7 Days afker request, give Escrow Holder necessary information to clear title.

D. Seller shall, within the time specified in paragraph 3N(1), disclose to Buyer all matters known to Seller affecting title, whether of record or not.

E. If Buyer is a legal entity and the Property purchase price is at least $ 300,000 and the purchase price is made without a bank loan or similar form of external financing, a Geographic Targeting Order ( GTO) issued by the Financial Crimes Enforcement Network, u.s. Department of the Treasury, requires title companies to collect and report certain information about the Buyer depending on where the Property is located. Buyer agrees to cooperate with the title company's effort to comply with the GTO Seller' InitialsSeller' ss
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CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ( RPA PAGE 9 0F 16) Produced with Lone Wolf Transactions ( zipForm Ediiion) 717 N Hamood St, Suite 2200, Dallas, TX 75201 10301 Byrne Ave 471
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DocuSign Envelope ID: E555DO9C- 74DA- 416E- 985D- F746AFD34E7B rropeny qaaress: 7UJU7 byrne txve, t.;upenino, (; A sbu' io Date: May 29, 2024 F. Buyer shall, after Close Of Escrow, receive a recorded grant deed or any other conveyance document required to convey title or, for stock cooperative or long- term lease, an assignment of stock certificate or of Seller' s leasehold interest), including oil, mineral and water rights if currently owned by Seller. Title shall vest as designated in Buyer' s vesting instructions. The recording document shall contain Buyer' s post- closing mailing address to enable Buyer' s receipt of the recorded conveyance document from the County Recorder. THE MANNER OF TAKING TITLE MAY HAVE SIGNIFICANT LEGAL AND TAX CONSEQUENCES. CONSULT AN APPROPRIATE PROFESSIONAL.

G. Buyer shall receive a "ALTA Homeowner' s Policy of Title Insurance" or equivalent policy of title insurance, if applicable to the type of property and buyer. Escrow Holder shall request this policy. If a ALTA Homeowner' s Policy of Title Insurance is not offered, Buyer shall receive a CLTA Standard Coverage policy unless Buyer has chosen another policy and instructed Escrow Holder in writing of the policy chosen and agreed to pay any increase in cost. Buyer should consult with the Title Company about the availability, and difference in coverage, and cost, if any, between a ALTA Homeowner' s Policy and a CLTA Standard Coverage policy and other title policies and endorsements. Buyer should receive notice from the Title Company on its Preliminary ( Title) Repof of the type of coverage offered. If Buyer is not notified on the Preliminary ( Title) Report or is not satisfied with the policy offered, and Buyer nonetheless removes the contingency for Review of the Preliminary Report, Buyer will receive the policy as specified in this paragraph.

14. TIME PERIODS; REMOVAL OF CONTINGENCIES; CANCELLATION RIGHTS: The following time periods may only be extended, altered, modified or changed by mutual written agreement. Any removal of contingencies or cancellation under this paragraph by either Buyer or Seller mustabe exercised in good faith and in writing ( C.A.R. Form CR-B or CC).

A. SELLER DELIVERY OF DOCUMENTS: Seller shall, within the time specified in paragraph 3N( 1 ), Deliver to Buyer all reports, disclosures and information (" Reports") for which Seller is responsible as specified in paragraphs 7A, 9B(6), ' I O, I 1 A, II B, Il C, I I D, II H, II K, 1l L, I "IM, I "IN, 13A, I3C, and 28.

B. BUYERREVIEWOFDOCUMENTS; REPAIRREQUEST; CONTINGENCYREMOVALORCANCELLATION 1) Buyer has the time specified in paragraph 3 to: ( i) perform Buyer Investigations; review all disclosures, Reports, lease documents to be assumed by Buyer pursuant to paragraph 9B(6), and other applicable information, which Buyer receives from Seller and approve all matters affecting the Property; and ( ii) Deliver to Seller Signed Copies of Statutory and Other Disclosures Delivered by Seller in accordance with paragraph 11. 2) Buyer may, within the time specified in paragraph 3L(3), request that Seller make repairs or take any other action regarding the Property ( C.A.R. Form RR). Seller has no obligation to agree to or respond to Buyer' s requests ( C.A.R, Form RR or RRRR). If Seller does not agree or does not respond, Buyer is not contractually entitled to have the repairs or other requests made and may only cancel based on contingencies in this Agreement. 3) Buyer shall, by the end of the times specified in paragraph 3L ( or as Otherwise Agreed), Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement ( C.A.R. Form CR-B or CC). However, if any report, disclosure, or information for which Seller is responsible is not Delivered within the time specified in paragraph 3N( 1), then Buyer has 5 Days afker Delivery of any such items, or the times specified in paragraph 3L, whichever is later, to Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement. If Delivery of any Report occurs after a contractual contingency pertaining to that Report has already been waived or removed, the Delivery of the Report does not revive the contingency but there may be a right to terminate for a subsequent or amended disclosure under paragraph 1l G. 4) Continuation of Contingency: Even afker the end of the time specified in paragraph 3L and before Seller cancels, if at all, pursuant to paragraph 14C, Buyer retains the right, in writing, to either ( i) remove remaining contingencies, or ( ii) cancel this Agreement based on a remaining contingency. Once Buyer' s written removal of contingency is Delivered to Seller before Seller cancels, Seller may not cancel this Agreement based on that contingency pursuant to paragraph 14C( 1 ).

C. SELLER RIGHT TO CANCEL:
1) SELLER RIGHT TO CANCEL; BUYER CONTINGENCIES: If, by the time specified in this Agreement, Buyer does not Deliver to Seller a removal of the applicable contingency or cancellation of this Agreement, then Seller, after first Delivering to Buyer a Notice to Buyer to Perform ( C.A.R. Form NBP), may cancel this Agreement. In such event, Seller shall authorize the return of Buyer' s deposit, except for fees incurred by Buyer. 2) SELLER RIGHT TO CANCEL; BUYER CONTRACT OBLIGATIONS: Seller, after first Delivering to Buyer a Notice to Buyer to Perform, may cancel this Agreement if, by the time specified in this Agreement, Buyer does not take the following adion( s):
i) Deposit funds as required by paragraph 3D( 1 ) or 3D( 2) or if the funds deposited pursuant to paragraph 3D( 1 ) or 3D( 2) are not good when deposited; ( ii) Deliver updated contact information for Buyer' s lender( s) as required by paragraph 5C( 3):
iii) Deliver a notice of FHA or VA costs or terms, if any, as specified by paragraph 5C( 4) ( C.A.R. Form RR); ( iv) Deliver verification, or a satisfactory verification if Seller reasonably disapproves of the verification already provided, as required by paragraph 5B or 6A; ( v) Deliver a letter as required by paragraph 6B ( vi) In writing assume or accept leases or liens specified in paragraph 8G: ( vii) Return Statutory and Other Disclosures as required by paragraph 11F; ( viii) Cooperate with the title company' s effort to comply with the GTO as required by paragraph 13E; ( ix) Sign or initial a separate liquidated damages form for an increased deposit as required by paragraphs 5A(2) and 29; ( x) Provide evidence of authority to Sign in a representative capacity as specified in paragraph 28; or ( xi) Perform any additional Buyer contractual obligation( s) included in this Agreement. In such event, Seller shall authorize the return of Buyer' s deposit, except for fees incurred by Buyer and other expenses already paid by Escrow Holder pursuant to this Agreement prior to Seller' s cancellation. 3) SELLER RIGHT TO CANCEL; SELLER CONTINGENCIES: Seller may cancel this Agreement by good faith exercise of any Seller contingency included in this Agreement, or Otherwise Agreed, so long as that contingency has not already been removed or waived in writing.

D. BUYER RIGHT TO CANCEL:
1) BUYER RIGHT TO CANCEL; SELLER CONTINGENCIES: If, by the time specified in this Agreement, Seller does not Deliver to Buyer a removal of the applicable contingency or cancellation of this Agreement, then Buyer, afker first Delivering to Seller a Notice to Seller to Perform ( C.A.R. Form NSP), may cancel this Agreement. In such event, Seller shall authorize the return of Buyer' s deposit, except for fees incurred by Buyer and other expenses already paid by Escrow Holder pursuant to this Agreement prior to Buyer' s cancellation. 2) BUYER RIGHT TO CANCEL; SELLER CONTRACT OBLIGATIONS: If, by the time specified, Seller has not Delivered any item specified in paragraph 3N( 1) or Seller has not performed any Seller contractual obligation included in this Agreement by the time specified, Buyer, after first Delivering to Seller a Notice to Seller to Perform, may cancel this Agreement. 3) BUYER RIGHT TO CANCEL; BUYER CONTINGENCIES: Buyer may cancel this Agreement by good faith exercise of any Buyer contingency included in paragraph 8, or Otherwise Agreed, so long as that contingency has not already been removed in writing.

CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ( RPA PAGE 10 0F 16) Produced with Lone Wolf Ttansaciions ( zipForm Edition) 717 N Hamood St, Suite 2200, Dallas, TX 75201 10301 Byrne Ave 472
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DocuSign Envelope ID: E555DO9C- 74DA- 416E- 985D- F746AFD34E7B rropeny qaaress. 7UJU7 byrne pve, t.;upenino, L;A s>u'ip Date: May 29, 2024 E. NOTICE TO BUYER OR SELLER TO PERFORM: The Notice to Buyer to Perform or Notice to Seller to Perform shall: ( i) be in writing; ( ii) be Signed by the applicable Buyer or Seller and ( iii) give the other Paity at least 2 Days afker Delivery ( or until the time specified in the applicable paragraph, whichever occurs last) to take the applicable action. A Notice to Buyer to Perform or Notice to Seller to Perform may not be Delivered any earlier than 2 Days prior to the Scheduled Performance Day to remove a contingency or cancel this Agreement or meet an obligation specified in paragraph 14, whether or not the Scheduled Performance Day falls on a Saturday, Sunday or legal holiday. If a Notice to Buyer to Perform or Notice to Seller to Perform is incorrectly Delivered or specifies a time less than the agreed time, the notice shall be deemed invalid and void, and Seller or Buyer shall be required to Deliver a new Notice to Buyer to Perform or Notice to Seller to Perform with the specified timeframe.

F. EFFECTOFREMOVALOFCONTINGENCIES
1) REMOVAL OF BUYER CONTINGENCIES: If Buyer removes any contingency or cancellation rights, unless Otherwise Agreed, Buyer shall conclusively be deemed to have: ( i) completed all Buyer Investigations, and review of Reports and other applicable information and disclosures pertaining to that contingency or cancellation right; ( ii) elected to proceed with the transaction and ( iii) assumed all liability, responsibility and expense for the non- delivery of any Reports, disclosures or information outside of Seller' s control and for any Repairs or corrections pertaining to that contingency or cancellation right, or for the inability to obtain financing. 2) REMOVAL OF SELLER CONTINGENCIES: If Seller removes any contingency or cancellation rights, unless Otherwise Agreed, Seller shall conclusively be deemed to have: ( i) satisfied themselves regarding such contingency, ( ii) elected to proceed with the transaction; and ( iii) given up any right to cancel this Agreement based on such contingency.

G. DEMAND TO CLOSE ESCROW: Before Buyer or Seller may cancel this Agreement for failure of the other Party to close escrow pursuant to this Agreement, Buyer or Seller must first Deliver to the other Party a Demand to Close Escrow ( C.A.R.

Form DCE). The DCE shall: ( i) be Signed by the applicable Buyer or Seller; and ( ii) give the other Party at least 3 Days after Delivery to close escrow. A DCE may not be Delivered any earlier than 3 Days prior to the Scheduled Performance Day for the Close Of Escrow. If a DCE is incorrectly Delivered or specifies a time less than the above timeframe, the DCE shall be deemed invalid and void, and Seller or Buyer shall be required to Deliver a new DCE.

H. EFFECT OF CANCELLATION ON DEPOSITS: If Buyer or Seller gives written notice of cancellation pursuant to rights duly exercised under the terms of this Agreement, the Parties agree to Sign and Deliver mutual instructions to cancel the sale and escrow and release deposits, if any, to the Party entitled to the funds, less ( i) fees and costs paid by Escrow Holder on behalf of that Party, if required by this Agreement; and ( ii) any escrow fee charged to that parky. Fees and costs may be payable to service providers and vendors for services and products provided during escrow. A release of funds will require mutual Signed release instructions from the Parkies, judicial decision or arbitration award. A Party may be subject to a civil penalty of up to I,000 for refusal to Sign cancellation instructions if no good faith dispute exists as to which Party is entitled to the deposited funds ( Civil Code § 1057. 3). Note: Neither Agents nor Escrow Holder are qualified to provide any opinion on whether either Party has acted in good faith or which Party is entitled to the deposited funds. Buyer and Seller are advised to seek the advice of a qualified California real estate attorney regarding this matter.

15. REPAIRS: Repairs shall be completed prior to final verification of condition unless Otherwise Agreed. Repairs to be performed at Seller' s expense may be performed by Seller or through others, provided that the work complies with applicable Law, including governmental permit, inspection and approval requirements. Repairs shall be performed in a good, skillful manner with materials of quality and appearance comparable to existing materials. Buyer acknowledges that exact restoration of appearance or cosmetic items following all Repairs may not be possible. Seller shall: ( i) obtain invoices and paid receipts for Repairs performed by others ii) prepare a written statement indicating the Repairs performed by Seller and the date of such Repairs; and ( iii) provide Copies of invoices and paid receipts and statements to Buyer prior to final verification of condition.

16. FINAL VERIFICATION OF CONDITION: Buyer shall have the right to make a final verification of the Property condition within the time specified in paragraph 3J, NOT AS A CONTINGENCY OF THE SALE, but solely to confirm: ( i) the Property is maintained pursuant to paragraph 7B; ( ii) Repairs have been completed as agreed; and ( iii) Seller has complied with Seller' s other obligations under this Agreement ( C.A.R. Form VP)

17. PRORATIONS OF PROPERTY TAXES AND OTHER ITEMS: Unless Otherwise Agreed, the following items shall be PAID CURRENT and prorated between Buyer and Seller as of Close Of Escrow: real property taxes and assessments, interest, Seller rental payments to third parties, HOA regular assessments due prior to Close Of Escrow, premiums on insurance assumed by Buyer, payments on bonds and assessments assumed by Buyer, and payments on Mello- Roos and other Special Assessment District bonds and assessments that are now a lien. Seller shall pay any HOA special or emergency assessments due prior to Close Of Escrow. The following items shall be assumed by Buyer WITHOUT CREDIT toward the purchase price: prorated payments on Mello- Roos and other Special Assessment District bonds and assessments and HOA special or emergency assessments that are due afker Close Of Escrow. Properky will be reassessed upon change of ownership. Any supplemental tax bills delivered to Escrow Holder prior to closing shall be prorated and paid as follows: ( i) for periods afker Close Of Escrow, by Buyer; and ( ii) for periods prior to Close Of Escrow, by Seller ( see C.A.R. Form SPT or SBSA for furkher information). Seller agrees all service fees, maintenance costs and utility bills will be paid current up and through the date of Close Of Escrow. TAX BILLS AND UTILITY BILLS ISSUED AFTER CLOSE OF ESCROW SHALL BE HANDLED DIRECTLY BETWEEN BUYER AND SELLER. Prorations shall be made based on a 30- day month.

18. BROKERS AND AGENTS
A. COMPENSATION: Seller or Buyer, or both, as applicable, agree to pay compensation to Broker as specified in a separate written agreement between Broker and that Seller or Buyer. Compensation is payable upon Close Of Escrow, or if escrow does not close, as otherwise specified in the agreement between Broker and that Seller or Buyer. If Seller agrees to pay Buyer' s Broker ( see paragraph 3G( 3)), Seller shall be entitled to a copy of the written portion of the compensation agreement between Buyer and Buyer' s Broker identifying the compensation to be paid. See C.A.R. Form SPBB for further information.

B. SCOPE OF DUTY: Buyer and Seller acknowledge and agree that Agent: ( i) Does not decide what price Buyer should pay or Seller should accept; ( ii) Does not guarantee the condition of the Properky; ( iii) Does not guarantee the performance, adequacy or completeness of inspections, services, products or repairs provided or made by Seller or others; ( iv) Does not have an obligation to conduct an inspection of common areas or areas off the site of the Properky; ( v) Shall not be responsible for identifying defects on the Properky, in common areas, or offsite unless such defects are visually observable by an inspection of reasonably accessible areas of the Properky or are known to Agent; ( vi) Shall not be responsible for inspecting public records or permits concerning the title or use of Property; ( vii) Shall not be responsible for identifying the location of boundary lines or other items affecting title; ( viii) Shall not be responsible for verifying square footage, representations of others or information contained in Investigation reports Multiple Listing Service, adverkisements, flyers or other promotional material; ( ix) Shall not be responsible for detemiining the fair market value of the Properky or any personal properky included in the sale; ( x) Shall not be responsible for providing legal or tax advice regarding any aspect of a transaction entered into by Buyer or Seller; and ( xi) Shall not be responsible for providing other advice or information that exceeds the knowledge, education and experience required to perform real estate licensed activity.

Buyer and Seller agree to seek legal, tax, insurance, title and other desired assistance from appropriate professionals.

CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ( RPA PAGE 1l OF 16) Produced with Lone WolTTransaclionS ( zipFOrm Edition) 717 N Harwood St. Suiie 2200. Dallas, TX 75201 10301 Byrne Ave 473
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19. JOINT ESCROW INSTRUCTIONS TO ESCROW HOLDER:

A. The following paragraphs, or applicable portions thereof, of this Agreement constitute the joint escrow instructions of Buyer and Seller to Escrow Holder, which Escrow Holder is to use along with any related counter offers and addenda, and any additional mutual instructions to close the escrow: paragraphs 1, 3A, 3B, 3D-G, 3N(2), 3Q, 3R, 4A, 4B, 5A(1-2) 5D, 5E, 10B(2%A), 10B(3), 10C, 11H, 11L(2), 13 ( except 13D), 14H, 17, "18A, 19, 23, 25, 27, 28, 32, 33, and paragraph 3 of the Real Estate Brokers Section. If a Copy of the separate compensation agreement(s) provided for in paragraph 18A or paragraph 3 of the Real Estate Brokers Section is deposited with Escrow Holder by Agent, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s).

The terms and conditions of this Agreement not set forth in the specified paragraphs are additional matters for the information of Escrow Holder, but about which Escrow Holder need not be concerned.

B. Buyer and Seller will receive Escrow Holder's general provisions, if any, directly from Escrow Holder. To the extent the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller shall Sign and return Escrow Holder's general provisions or supplemental instructions within the time specified in paragraph 3N(2). Buyer and Seller shall execute additional instructions, documents and forms provided by Escrow Holder that are reasonably necessary to close the escrow and, as directed by Escrow Holder, within 3 Days, shall pay to Escrow Holder or HOA or HOA management company or others any fee required by paragraphs 3, 8, 10, 11, or elsewhere in this Agreement.

C. A Copy of this Agreement including any counter offer(s) and addenda shall be delivered to Escrow Holder within 3 Days after Acceptance. Buyer and Seller authorize Escrow Holder to accept and rely on Copies and Signatures as defined in this Agreement as originals, to open escrow and for other purposes of escrow. The validity of this Agreement as between Buyer and Seller is not affected by whether or when Escrow Holder Signs this Agreement. Escrow Holder shall provide Seller's Statement of Information to Title Company when received from Seller, if a separate company is providing title insurance. If Seller delivers an affidavit to Escrow Holder to satisfy Seller's FIRPTA obligation under paragraph 11H, Escrow Holder shall deliver to Buyer, Buyer' s Agent, and Seller' s Agent a Qualified Substitute statement that complies with federal Law. If Escrow Holder's Qualified Substitute statement does not comply with federal law, the Parkies instruct escrow to withhold all applicable required amounts under paragraph 11H.

D. Agents are not a parl to the escrow, except for Brokers for the sole purpose of compensation pursuant to paragraph 18A and paragraph 3 of the Real Estate Brokers Section. If a Copy of the separate compensation agreement(s) provided for in either of those paragraphs is deposited with Escrow Holder by Agent, Escrow Holder shall accept such agreement(s) and pay out from Buyer's or Seller's funds, or both, as applicable, the Broker's compensation provided for in such agreement(s).Buyer and Seller irrevocably assign to Brokers compensation specified in paragraph 18A, and irrevocably instruct Escrow Holder to disburse those funds to Brokers at Close Of Escrow or pursuant to any other mutually executed cancellation agreement. Compensation instructions can be amended or revoked only with the written consent of Brokers. Buyer and Seller shall release and hold harmless Escrow Holder from any liability resulting from Escrow Holder' s payment to Broker( s) of compensation pursuant to this Agreement.

E. Buyer and Seller acknowledge that Escrow Holder may require invoices for expenses under this Agreement. Buyer and Seller, upon request by Escrow Holder, within 3 Days or within a sufficient time to close escrow, whichever is sooner, shall provide any such invoices to Escrow Holder.

F. Upon receipt, Escrow Holder shall provide Buyer, Seller, and each Agent verification of Buyer' s deposit of funds pursuant to paragraphs 5A( 1) and 5A( 2). Once Escrow Holder becomes aware of any of the following, Escrow Holder shall immediately notify each Agent: ( i) if Buyer' s initial or any additional deposit or down payment is not made pursuant to this Agreement, or is not good at time of deposit with Escrow Holder; or ( ii) if Buyer and Seller instruct Escrow Holder to cancel escrow.

G. A Copy of any amendment that affects any paragraph of this Agreement for which Escrow Holder is responsible shall be delivered to Escrow Holder within 3 Days affer mutual execution of the amendment.

20. SELECTION OF SERVICE PROVIDERS: Agents do not guarantee the performance of any vendors, service or product providers Providers"), whether referred by Agent or selected by Buyer, Seller or other person. Buyer and Seller may select ANY Providers of their own choosing.

21. MULTIPLE LISTING SERVICE (" MLS"): Agents are authorized to report to the MLS that an offer has been accepted and, upon Close Of Escrow, the sales price and other terms of this transaction shall be provided to the MLS to be published and disseminated to persons and entities authorized to use the information on terms approved by the MLS. Buyer acknowledges that: ( i) any pictures, videos, floor plans ( collectively, " Images") or other information about the Properky that has been or will be inputked into the MLS or internet portals, or both, at the instruction of Seller or in compliance with MLS rules, will not be removed afker Close Of Escrow; ( ii) California Civil Code § 1088( c) requires the MLS to maintain such Images and information for at least three years and as a result they may be displayed or circulated on the Internet, which cannot be controlled or removed by Seller or Agents and ( iii) Seller, Seller' s Agent, Buyer' s Agent, and MLS have no obligation or ability to remove such Images or information from the Internet.

22. ATTORNEY FEES AND COSTS: In any action, proceeding, or arbitration between Buyer and Seller arising out of this Agreement, the prevailing Buyer or Seller shall be entitled to reasonable attorney fees and costs from the non- prevailing Buyer or Seller, except as provided in paragraph 30A.

23. ASSIGNMENT/ NOMINATION: Buyer shall have the right to assign all of Buyer' s interest in this Agreement to Buyer' s own trust or to any wholly owned entity of Buyer that is in existence at the time of such assignment. Otherwise, Buyer shall not assign all or any part of Buyer' s interest in this Agreement without first having obtained the separate written consent of Seller to a specified assignee. Such consent shall not be unreasonably withheld. Prior to any assignment, Buyer shall disclose to Seller the name of the assignee and the amount of any monetary consideration between Buyer and assignee. Buyer shall provide assignee with all documents related to this Agreement including, but not limited to, the Agreement and any disclosures. If assignee is a wholly owned entity or trust of Buyer, that assignee does not need to re- sign or initial all documents provided. Whether or not an assignment requires seller' s consent, at the time of assignment, assignee shall deliver a letter from assignee' s lender that assignee is prequalified or preapproved as specified in paragraph 6B. Should assignee fail to deliver such a letter, Seller, afker first giving Assignee an Notice to Buyer to Perform, shall have the right to terminate the assignment. Buyer shall, within the time specified in paragraph 3K, Deliver any request to assign this Agreement for Seller' s consent. If Buyer fails to provide the required information within this time frame, Seller' s withholding of consent shall be deemed reasonable. Any total or partial assignment shall not relieve Buyer of Buyer' s obligations pursuant to this Agreement unless Otherwise Agreed by Seller ( C.A.R. Form AOAA). Parkies shall provide any assignment agreement to Escrow Holder within 1 Day afker the assignment. Any nomination by Buyer shall be subject to the same procedures, requirements, and terms as an assignment as specified in this paragraph.

24. EQUAL HOUSING OPPORTUNITY: The Property is sold in compliance with federal, state and local anti- discrimination Laws.

RPA REVISED 12/ 22 ( PAGE 12 0F 16) Seller' s Initials
CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ( RPA PAGE 12 0F 16) PtoducedwithLoneWolfTtansaclions( zipFomrEdifion) 717NHarwoodSt. Suite2200. Dallas. TX 75201 10301BynieAve 474
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5.ropDe' E'FIRNalaTrle0sNsS7a' len% n'd7J:ll'o: a':in' rbNf. %' g'wu" are defined o"rds terms in this Agreement, sDhaaklal be": vdi2c': te2ff2b4y initial capital letters throughout this Agreement, and have the following meaning whenever used:

A. " Acceptance" means the time the offer or final counter offer is fully executed, in writing, by the recipient Party and is Delivered to the offering Party or that Party' s Authorized Agent.

B. " Agenf' means the Broker, salesperson, broker- associate or any other real estate licensee licensed under the brokerage firm identified in paragraph 2B.

C. " Agreement" means this document and any counter offers and any incorporated addenda or amendments, collectively forming the binding agreement between the Parties. Addenda and amendments are incorporated only when Signed and Delivered by all Parties.

D. " As-Is" condition: Seller shall disclose known material facts and defects as specified in this Agreement. Buyer has the right to inspect the Property and, within the time specified, request that Seller make repairs or take other corrective action, or exercise any contingency cancellation rights in this Agreement. Seller is only required to make repairs specified in this Agreement or as Otherwise Agreed.

E. " Authorized Agent" means an individual real estate licensee specified in the Real Estate Broker Section.

F. " C.A.R. Form" means the most current version of the specific form referenced or another comparable form agreed to by the Parties.

G. " Close Of Escrow", including " COE", means the date the grant deed, or other evidence of transfer of title, is recorded for any real property, or the date of Delivery of a document evidencing the transfer of title for any non-real property transaction.

H. " Copy" means copy by any means including photocopy, facsimile and electronic.

I. Counting Days is done as follows unless Otherwise Agreed: ( 1) The first Day afker an event is the first full calendar date following the event, and ending at fl:59 pm. For example, if a Notice to Buyer to Perform ( C.A.R. form NBP) is Delivered at 3 pm on the 7th calendar day of the month, or Acceptance of a counter offer is personally received at 12 noon on the 7th calendar day of the month, then the 7th is Day " O" for purposes of counting days to respond to the NBP or calculating the Close Of Escrow date or contingency removal dates and the 8th of the month is Day 1 for those same purposes. ( 2) All calendar days are counted in establishing the first Day afker an event. ( 3) All calendar days are counted in determining the date upon which performance must be completed, ending at 11:59 pm on the last day for performance (" Scheduled Performance Day"). ( 4) Afker Acceptance, if the Scheduled Performance Day for any act required by this Agreement, including Close Of Escrow, lands on a Saturday, Sunday, or Legal Holiday, the performing party shall be allowed to perform on the next day that is not a Saturday, Sunday or Legal Holiday (" Allowable Performance Day"), and ending at 11 :59 pm. " Legal Holiday" shall mean any holiday or optional bank holiday under Civil Code §§ 7 and 7.1, any holiday under Government Code § 6700. 5) For the purposes of COE, any day that the Recorder' s office in the County where the Property is located is closed or any day that the lender or Escrow Holder under this Agreement is closed, the COE shall occur on the next day the Recorder' s office in that County, the lender, and the Escrow Holder is open. ( 6) COE is considered Day O for purposes of counting days Seller is allowed to remain in possession, if permitted by this Agreement.

J. " Day" or "Days" means calendar day or days. However, delivery of deposit to escrow is based on business days.

K. " Deliver", " Delivered" or " Delivery" of documents, unless Otherwise Agreed, means and shall be effective upon personal receipt of the document by Buyer or Seller or their Authorized Agent. Personal receipt means ( i) a Copy of the document, or as applicable, link to the document, is in the possession of the Party or Authorized Agent, regardless of the Delivery method used i.e. e-mail, text, other), or ( ii) an Electronic Copy of the document, or as applicable, link to the document, has been sent to any of the designated electronic delivery addresses specified in the Real Estate Broker Section on page 16. Afker Acceptance, Agent may change the designated electronic delivery address for that Agent by, in writing, Delivering notice of the change in designated electronic delivery address to the other Party. Links could be, for example, to DropBox or GoogleDrive or other functionally equivalent program. If the recipient of a link is unable or unwilling to open the link or download the documents or otherwise prefers Delivery of the documents directly, Recipient of a link shall notify the sender in writing, within 3 Days afker Delivery of the link C.A.R. Form RFR). In such case, Delivery shall be effective upon Delivery of the documents and not the link. Failure to notify sender within the time specified above shall be deemed consent to receive, and Buyer opening, the document by link.

L. " Electronic Copy" or " Electronic Signature" means, as applicable, an electronic copy or signature complying with California Law. Unless Otherwise Agreed, Buyer and Seller agree to the use of Electronic Signatures. Buyer and Seller agree that electronic means will not be used by either Party to modify or alter the content or integrity of this Agreement without the knowledge and consent of the other Party.

M. " Law" means any law, code, statute, ordinance, regulation, rule or order, which is adopted by a controlling city, county, state or federal legislative, judicial or executive body or agency.

N. " Legally Authorized Signer" means an individual who has authority to Sign for the principal as specified in paragraph 32 or paragraph 33.

0. " Othemise Agreed" means an agreement in writing, signed by both Parties and Delivered to each.

P. " Repairs" means any repairs ( including pest control), alterations, replacements, modifications or retrofitting of the Property provided for under this Agreement.

Q. " Sign" or " Signed" means either a handwritten or Electronic Signature on an original document, Copy or any counterpart.

26. TERMS AND CONDITIONS OF OFFER: This is an offer to purchase the Property on the terms and conditions herein. The individual Liquidated Damages and Arbitration of Disputes paragraphs are incorporated in this Agreement if initialed by all Parkies or if incorporated by mutual agreement in a Counter Offer or addendum. If at least one but not all Parties initial, a Counter Offer is required until agreement is reached. Seller has the right to continue to offer the Property for sale and to accept any other offer at any time prior to notification of Acceptance and to market the Property for backup offers afker Acceptance. The Parties have read and acknowledge receipt of a Copy of the offer and agree to the confirmation of agency relationships. If this offer is accepted and Buyer subsequently defaults, Buyer may be responsible for payment of Brokers' compensation. This Agreement and any supplement, addendum or modification, including any Copy, may be Signed in two or more counterparts, all of which shall constitute one and the same writing. By signing this offer or any document in the transaction, the Pafy Signing the document is deemed to have read the document in its entirety.

27. TIME OF ESSENCE; ENTIRE CONTRACT; CHANGES: Time is of the essence. All understandings between the Parties are incorporated in this Agreement. Its terms are intended by the Parkies as a final, complete and exclusive expression of their Agreement with respect to its subject matter and may not be contradicted by evidence of any prior agreement or contemporaneous oral agreement. If any provision of this Agreement is held to be ineffective or invalid, the remaining provisions will nevertheless be given full force and effect. Except as Otherwise Agreed, this Agreement shall be interpreted, and disputes shall be resolved in accordance with the Laws of the State of California. Neither this Agreement nor any provision in it may be extended, amended, modified, altered or changed, except in writing Signed by Buyer and Seller.

RPA REVISED 12/22 ( PAGE 13 0F 16) Buyer' slnitials Ioa ["" Seller's Initials CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ( RPA PAGE 13 0F 16) Produced with Lone WolTTransactions (zipFon'n Edition) 717 N Hanood St, Sllite 2200, DallaS, TX 75201 10301 Byrne Ave 475
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28. LEGALLY AUTHORIZED SIGNER: Wherever the signature or initials of the Legally Authorized Signer identified in paragraph 32 or 33 appear on this Agreement or any related documents, it shall be deemed to be in a representative capacity for the entity described and not in an individual capacity, unless otherwise indicated. The Legally Authorized Signer ( i) represents that the entity for which that person is acting already exists and is in good standing to do business in California and (ii) shall Deliver to the other Party and Escrow Holder, within the time specified in paragraph 3N(5), evidence of authority to act in that capacity ( such as but not limited to: applicable portion of the trust or Certification Of Trust ( Probate Code § 18100.5), letters testamentary, col.irt order, power of attorney, corporate resolution, or formation documents of the business entity).

29. LIQUIDATED DAMAGES ( By initialing in the space below, you are agreeing to Liquidated Damages):

If Buyer fails to complete this purchase because of Buyer's default, Seller shall retain, as liquidated damages, the deposit actually paid. If the Property is a dwelling with no more than four units, one of which Buyer intends to occupy, then the amount retained shall be no more than 3% of the purchase price. Any excess shall be returned to Buyer. Release of funds will require mutual, Signed release instructions from both Buyer and Seller, judicial decision or arbitration award. AT THE TIME OF ANY INCREASED DEPOSIT BUYER AND

SELLER SHALL SIGN A SEPARATE LIQUIDATED DAMAGES PROVISION INCORPORATING THE INCREASED DEPOSIT AS LIQUIDATED D ES ( R. FORM DID).

Buyer's Ina a 7 FI JG Seller's Initials /

30. MEDIATION:

A. The Parties agree to mediate any dispute or claim arising between them out of this Agreement, or any resulting transaction, before resorting to arbitration or courk action. The mediation shall be conducted through the C.A.R. Real Estate Mediation Center for Consumers ( www.consumermediation.org) or through any other mediation provider or service mutually agreed to by the Parties.

The Parties also agree to mediate any disputes or claims with Agents(s), who, in writing, agree to such mediation prior to, or within a reasonable time after, the dispute or claim is presented to the Agent. Mediation fees, if any, shall be divided equally among the Parties involved, and shall be recoverable under the prevailing party attorney fees clause. If, for any dispute or claim to which this paragraph applies, any Party (i) commences an action without first attempting to resolve the matter through mediation, or (ii) before commencement of an action, refuses to mediate after a request has been made, then that Parky shall not be entitled to recover attorney fees, even if they would otherwise be available to that Parkyin any such action. THIS MEDIATION PROVISION APPLIES WHETHER OR NOT THE ARBITRATION PROVISION IS INITIALED.

B. ADDITIONAL MEDIATION TERMS: ( i) Exclusions from this mediation agreement are specified in paragraph 31B; ii) The obligation to mediate does not preclude the right of either Party to seek a preservation of rights under paragraph 31C; and ( iii) Agent's rights and obligations are further specified in paragraph 31D. These terms apply even if the Arbitration of Disputes paragraph is not initialed.

31. ARBITRATION OF DISPUTES:

A. The Parties agree that any dispute or claim in Law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration. The Parties also agree to arbitrate any disputes or claims with Agents(s), who, in writing, agree to such arbitration prior to, or within a reasonable time after, the dispute or claim is presented to the Agent. The arbitration shall be conducted through any arbitration provider or service mutually agreed to by the Parties. The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of residential real estate Law experience, unless the Parties mutually agree to a different arbitrator. Enforcement of, and any motion to compel arbitration pursuant to, this agreement to arbitrate shall be governed by the procedural rules of the Federal Arbitration Act, and not the California Arbitration Act, notwithstanding any language seemingly to the contrary in this Agreement. The Parties shall have the right to discovery in accordance with Code of Civil Procedure § 1283. 05. The arbitration shall be conducted in accordance with Title 9 of Part 3 of the Code of Civil Procedure. Judgment upon the award of the arbitrator( s) may be entered into any court having jurisdiction.

B. EXCLUSIONS: The following matters are excluded from mediation and arbitration: ( i) Any matter that is within the jurisdiction of a probate, small claims or bankruptcy court; ( ii) an unlawful detainer action; and ( iii) a judicial or nonjudicial foreclosure or other action or proceeding to enforce a deed of trust, mortgage or installment land sale contract as defined in Civil Code § 2985.

C. PRESERVATION OF ACTIONS: The following shall not constitute a waiver nor violation of the mediation and arbitration provisions: ( i) the filing of a court action to preserve a statute of limitations; ( ii) the filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, provided the filing party concurrent with, or immediately after such filing makes a request to the court for a stay of litigation pending any applicable mediation or arbitration proceeding; or ( iii) the filing of a mechanic' s lien.

D. AGENTS: Agents shall not be obligated nor compelled to mediate or arbitrate unless they agree to do so in writing.

Any Agents( s) participating in mediation or arbitration shall not be deemed a party to this Agreement.

E. " NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING

OUT OF THE MATTERS INCLUDED IN THE ' ARBITRATION OF DISPUTES' PROVISION DECIDED BY

NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GMNG UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING

IN THE SPACE BELOW YOU ARE GMNG UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,

UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE ' ARBITRATION OF DISPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU

MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CML PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNT ARY."

WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING

OUT OF THE MATTERS INCLUDED IN THE ' ARBITRATION OF DISPUTES' PROVISION TO NEUTRAL ARBITRATION."
Buyer' s Initialsr" F-l/eoGa Seller' s Initials /
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32. BUYER' S OFFER
A. EXPIRATION OF OFFER: This offer shall be deemed revoked and the deposit, if any, shall be returned to Buyer unless by the date and time specified in paragraph 3C, the offer is Signed by Seller and a Copy of the Signed offer is Delivered to Buyer or Buyer' s Authorized Agent. Seller has no obligation to respond to an offer made.

B. 0 ENTITY BUYERS: ( Note: If this paragraph is completed, a Representative Capacity Signature Disclosure ( C.A.R.

Form RCSD) is not required for the Legally Authorized Signers designated below.) 1) One or more Buyers is a trust, corporation, LLC, probate estate, partnership, holding a power of attorney or other entity. 2) This Agreement is being Signed by a Legally Authorized Signer in a representative capacity and not in an individual capacity. See paragraph 28 for additional terms.
3) The name( s) of the Legally Authorized Signer( s) is/are:
4) If a trust, identify Buyer as trustee( s) of the trust or by simplified trust name ( ex. John Doe, co- trustee, Jane Doe, co- trustee or Doe Revocable Family Trust).
5) If the entity is a trust or under probate, the following is the full name of the trust or probate case, including case #:

C. The RPA has 16 pages. Buyer acknowledges receipt of, and has read and understands, every page and all attachments that make up the Agreement.

D. BUYER
Date: 5/29/ 2024 I 17: 37 PDT
Title, if applicable,
Date: S/29/20z! 4 I 17: 40 PDT

33. ACCEPT ANCE
A. ACCEPTANCE OF OFFER: Seller warrants that Seller is the owner of the Property or has the authority to execute this Agreement. Seller accepts the above offer and agrees to sell the Properky on the above terms and conditions. Seller has read and acknowledges receipt of a Copy of this Agreement and authorizes Agent to Deliver a Signed Copy to Buyer.

Seller' s acceptance is subject to the attached Counter Offer or Back- Up Offer Addendum, or both, checked below.

Seller shall return and include the entire agreement with any response. gSeller Counter Offer ( C.A.R. Form SCO or SMCO)
gBack- Up Offer Addendum ( C.A.R. Form BUO)
B. 0 Entity Sellers: ( Note: If this paragraph is completed, a Representative Capacity Signature Disclosure form ( C.A.R.

Form RCSD) is not required for the Legally Authorized Signers designated below.) 1 ) One or more Sellers is a trust, corporation, LLC, probate estate, partnership, holding a power of attorney or other entity. 2) This Agreement is being Signed by a Legally Authorized Signer in a representative capacity and not in an individual capacity. See paragraph 28 for additional terms.
3) The name( s) of the Legally Authorized Signer( s) is/are:
4) If a trust, identify Seller as trustee( s) of the trust or by simplified trust name ( ex. John Doe, co- trustee, Jane Doe, co- trustee or Doe Revocable Family Trust).
5) If the entity is a trust or under probate, the following is the full name of the trust or probate case, including case #:

C. The RPA has 16 pages. Seller acknowledges receipt of, and has read and understands, every page and all attachments that make up the Agreement.

D. SELLER SIGNATURE( S):

Date:

Title, if applicable,
Date:

Signature) By,
Printed name of SELLER:
gPrinted Name of Legally Authorized Signer:

Signature) By,
Printed name of SELLER:
@Printed Name of Legally Authorized Signer: Title, if applicable, I]lF MORE THAN TWO SIGNERS, USE Additional Signature Addendum ( C.A.R. Form ASA).

OFFER NOT ACCEPTED: No Counter Offer is being made. This offer was not accepted by Seller ( date) Seller's Initials
RPA REVISED 12/22 ( PAGE 15 0F 16)
CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ( RPA PAGE 15 0F 16) PTOdllCedWith Lane Wall Transactions ( ZipFOrmEdition) 717 N Harwood St, Suite 2200, DallaS, TX 75201 10301 Byrne Ave 477
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DocuSign Envelope ID: E555DO9C- 74DA- 416E- 985D- F746AFD34E7B I-aropeny /- lOareSSI IUJUI borne AVe, t,;upertlnO, L;A kaDU74 Date: May 29, 2024 REAL EST ATE BROKERS SECTION:

1. Real Estate Agents are not parties to the Agreement between Buyer and Seller.

2. Agency relationships are confirmed as stated in paragraph 2.

3. Cooperating Broker Compensation: Seller's Broker agrees to pay Buyer's Broker and Buyer's Broker agrees to accept, out of Seller's Broker's proceeds in escrow, the amount specified in the MLS, provided Buyer's Broker is a Participant of the MLS in which the Property is offered for sale or a reciprocal MLS. If Seller's Broker and Buyer's Broker are not both Participants of the MLS, or a reciprocal MLS, in which the Property is offered for sale, then compensation must be specified in a separate written agreement C.A.R. Form CBC). Declaration of License and Tax ( C.A.R. Form DLT) may be used to document that tax reporting will be required or that an exemption exists.

4. Presentation of Offer: Pursuant to the National Association of REALTORS@ Standard of Practice 1-7, if Buyer's Agent makes a written request, Seller' s Agent shall confirm in writing that this offer has been presented to Seller.

5. Agents' Signatures and designated electronic delivery address:

A. Bu4) 7P8Nli FirmKeller Williams Thrive Lic. # 02177478 ByW eawaravsengvc.* ozozagoz Date5/Ig/lul4 ' l/:S
8y(- u=ebst_ posgpgasz. LiC.# Date
Address 19400 Sfevens Creek Blvd. # 100 City Cupertino State CA Zip 95014 [email protected] Phone#( 408) 887- 4128
MMoorree tthhaann oonneeabgroeknetfrraogmefth,dBdrOitkioenraAI emsraempreesfiermntsreBprueyseerntAsdBdultyAckgneonWtAlecdkgneomwelendtg( FBoAr)maffAAAach) eCmAea Designated Electronic Delivery Address( es) ( Check all that apply):
@Email above: @Text to Phone # above; 0 Alternate:

B. Seller' s Brokerage Firm Keller Wilgiams Thrive Lic. # 02177478 By RichardLoLic.# 02044009 Date
By Lic.# Date
Address 19400 Stevens Creek Blvd. # 100 City Cupertino State CA Zip 95014 [email protected] Phone#( 408) 832- 2951
OMore than one agent from the same firm represents Seller. Additional Agent Acknowledgement ( C.A.R. Form AAA) atkached. @More than one brokerage firm represents Seller. Additional Broker Acknowledgement ( C.A.R. Form ABA) attached.

Designated Electronic Delivery Address( es) ( To be filled out by Seller' s Agent) ( Check all that apply):

OEmail above; @Text to Phone # above; [) Alternate:

PDT
ESCROW HOLDER ACKNOWLEDGMENT:

Escrow Holder acknowledges receipt of a Copy of this Agreement, ( if checked, @a deposit in the amount of $ ), Counter Offer numbers and , and agrees to act as Escrow Holder subject to paragraph 19 of this Agreement, any supplemental escrow instructions and the terms of Escrow Holder' s general provisions.

Escrow Holder is advised by that the date of Acceptance of the Agreement is EscrowHolder Escrow#
BY
Address
Phone/ Fax/ E-mail
Date
Escrow Holder has the following license number #
@Department of Financial Protection and Innovation, 0 Department of Insurance, g Department of Real Estate.

PRESENT ATION OF OFFER: Seller' s Brokerage Firm presented this offer to Seller on ( date).

Agent or Seller Initials
Buyer' slnitials [:"' i [ oa Seller' s Initials
2022, California Association of REALTORSO, Inc. United States copyright law ( Title 17 u.s. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS@. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSllLT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORSa)). It is not intended to identify the user as a REALTORO. REALTOR( E) is a registered collective membership mark which may be used only by members or the NATIONAL ASSOCIATION OF REALTORS@ who subscribe to its Code of Ethics.

Published and Distributed by:

REAL ESTATE BUSINESS SERVICES. LLC.
a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS
525 South Virgil Avenue, Los Angeles, California 90020
RPA REVISED I2/22 ( PAGE 16 0F 16)
CALIFORNIA RESIDENTIAL PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ( RPA PAGE 16 0F 16) Produced with Lone Wbll Transactions ( 2ipFOTmEdition) 717 N HarhOOdSt, Suift' 2200, DallaS, TX 75201 10301 Byrne Ave 478
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ADDENDUM No. 1
C.A.R. Form ADM, Revised 12/21)
DocuSign Envelope ID: 0439F19C- B915- 4DA3- AEO9- BD92898DAB9D AkTh- aCAssLoIcFioaRrlNioIA
The following terms and conditions are hereby incorporated in and made a part of the Purchase Agreement, OR g Residential Lease or Month- to-Month Rental Agreement, lJTransfer Disclosure Statement ( Note: An amendment to the TDS may give the Buyer a right to rescind), % Other
dated May 29, 2024
Property/ Premises
is referred to as (" Buyer/ Tenanf'
is referred to as (" Seller/ Landlord"
Aveon property known as 10301 Byrne
Cupertino, CA 95014
in which Zhao Han, Jing Guo
and CityofCupertino
Buyer/ T enant and Seller/ Landlord are referred to as the " Parties."

1. Property APJV to be 357- 11- 030.

2. Actual lot size to be: 15, 396 SF.

Property/ Premises"),
is referred to as (" Buyer/ Tenanf')
is referred to as (" Seller/ Landlord").

Date
The foregoing terms and conditions are hereby agreed to, and the undersigned acknowledge receipt of a copy of this Addendum
DocuSlgned by:

Buyer/ Tenant JING GIJO Date 6/11/2024 ' 14:3
Seller/ Landlord pB<i4 ( p14 Pamelawu Date 6/12/2024 ' 13:2 Seller/ Landlord Date
DatepamelaWu 6/12/2024 l 13:28 PDT
6/11/2024 l 14:45 po"r
6/11/2024 I 14:38 PDT
2021, California Association of REALTORS@, Inc. United States copyright law ( Title 17 u.s. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS@ ( C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCtlRACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QtJALIFlED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORSO. It is not intended to idemify the user as a REALTOR@. REALTOR@ is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORSO who subscribe to its Code of Ethics.

Published and Distributed by:

L REAL ESTATE BUSINESS SERVICES, LLC.
a subsrdiary of the CALIFORNIA ASSOCIATION OF REALTORS
Lll 525 South Virgil Avenue, Los Angeles, Califomia 90020 ADM REVISED I2/21 ( PAGE 1 0F 1
ADDENDUM PAGE 1 0F 1
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CITY OF CUPERTINO
Agenda Item
24-13230 Agenda Date: 6/18/2024
Agenda #: 12.

Subject: Consider acquisition of property located at 19400 Stevens Creek Blvd, and appointment of real property negotiator for acquisition of property
Appoint City Manager Pamela Wu as real property negotiator for acquisition of property located at 19400 Stevens Creek Blvd
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CITY OF CUPERTINO
Agenda Item
24-13103 Agenda Date: 6/18/2024
Agenda #: 13.

Subject: Proposed Municipal Code Amendments to Chapter 19.48 ( Fences), Chapter 19.12 (Administration), and Chapter 19.08 ( Definitions) and related CEQA exemption. ( Application No.: MCA-2024- 001; Applicant:

City of Cupertino; Location: Citywide)
Conduct the first reading of Ordinance No. 24-2260: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO TO AMEND MUNICIPAL CODE CHAPTER 19.08, CHAPTER 19.12, AND CHAPTER 19.48 REGARDING FENCES, which includes a finding to find the actions exempt from CEQA
Presenter: Emi Sugiyama, Associate Planner
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CITY COUNCIL STAFF REPORT
Meeting: June 18, 2024
Subject
Proposed Municipal Code Amendments to Chapter 19.48 ( Fences), Chapter 19.12 Administration), and Chapter 19.08 (Definitions) and related CEQA exemption. (Application No.: MCA-2024-001; Applicant: City of Cupertino; Location: Citywide) Recommended Action
Conduct the first reading of Ordinance No. 24-___: An Ordinance of the City Council of the City of Cupertino amending Chapter 19.48 ( Fences), Chapter 19.12 ( Administration) and Chapter

19.08 (Definitions), which includes a finding to find the actions exempt from CEQA.

Discussion
Background
Cupertino Municipal Code (“ CMC”) Chapter 19.48, Fences, outlines the City’ s requirements for placement and design of fences on all properties in the city. Periodically, provisions in the Municipal Code is reviewed for consistency with State law and internal policies, clarifications, corrections, and to consider changes to existing standards to address issues that arise in the community. Revisions to the Fence Ordinance, last modified in 2011, are proposed to streamline City permitting operations and staff review by modifying fence standards and the applicability of the Fence Exception Permit process related to driveway gates. Additionally, minor corrections and edits for consistency, readability, and clarity are proposed to the Fence Ordinance and associated definitions as part of this amendment.

On May 28, 2024,1
the Planning Commission recommended the Council adopt the proposed ordinance without revisions. Planning Commission’s discussion was focused on understanding the differences between the existing and proposed regulations, including questions about applicability of the regulations to hedges and similar vegetation located in interior yards. While the Planning Commission did not recommend any changes to the regulations as presented to them, staff has made some clarifying edits related to hedges based on the Commission’ s comments following the Planning Commission meeting. Standards modified by staff to reflect the discussion of the Planning Commission at their May 28th meeting are included in Attachment A. Staff recommends that the Council adopt the proposed ordinance (Attachment A). 1 Planning Commission Resolution 2024- 08 available online at: https:// chl-lfapp.cupertino. org/ WebLink/ DocView. aspx?id=1101563& dbid=0& repo=CityofCupertino 482
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MCA- 2024- 001
June 18, 2024 Amendment to Chapter 19.48 (Fences) Page 2 Analysis
A summary of the proposed amendments to the Fence ordinance is provided below. Please note that the discussion below does not reflect the full scope of changes of the proposed ordinance Attachment A). The proposed amendments are identified with strikethroughs and underlines, as appropriate, in Attachment B. Language that has been relocated in the chapter is indicated in green text with double underlines and/ or strikethroughs. Standards modified by staff to reflect the discussion of the Planning Commission at their May 28th meeting are included in Attachment A.

Section 19.48.010 - Fence Location and Height in all Zones Except R1, RHS, R2, and R3 (with up to Four Units)
Updates are proposed to clarify this section’ s applicability and to further refine the requirements for fences subject to Design Review. These updates are intended to aid in a more consistent and transparent application of the standards.

Section 19.48.030 - Fence Location and Height for Zones Not Requiring Design Review Fence Height: Proposed amendments align the Zoning Code with the Building Code by allowing up to a seven- foot tall fence without neighbor approval in areas where a maximum six-foot tall fence is currently allowed. Changes to the Building Code in 2013 allowed the construction of seven- foot tall fences without a building permit; however, the Fence Ordinance, part of the Zoning Code, still requires neighbor approval for fences taller than six feet. Therefore, while a building permit is notrequired from the City to construct a sevenfoot tall fence, the typical height of residential neighborhood fences, interaction with the City is expected to ensure a neighbor approval form is submitted. This process is cumbersome for property owners and contractors. As a result, seven- foot tall fences are commonly erected without neighbor approval forms being submitted. The proposed Code modification streamlines the process for construction of a fence that does not need a building permit.

Fences between seven and eight feet in height would continue to be allowed, subject to building permit approval and upon receipt of written approval from abutting property owners. For purposes of the fence ordinance, screening hedges are exempt from any height requirements in interior and rear yards. A diagram outlining the proposed fence regulations has been provided as Appendix A in the proposed ordinance ( Attachment A).

Hillside Fences: Modifications to the requirements for hillside fences are also proposed to reduce the area where non-open fencing is allowed. The current standard allows up to 5,000 sq. ft. of space enclosed by solid board (or non-open) fencing on lots greater than 30,000 sq. ft. and an unlimited amount of area enclosed by solid board ( or non-open) fencing on lots with a net lot area of 30,000 square feet or less. The proposed standard reduces the lot size for lots with an unlimited allowance for non-open fencing from 30,000 square feet to a maximum of 10,000 square feet. This change is proposed to provide consistencywith General Plan Policies LU-12.1.1 and ES-5.3.22 and to ensure consistency with the intent of the 2 Cupertino General Plan ( Community Vision 2015- 2024), Chapter 3: Land Use and Community Design Policy LU-12.1: Land Use Regulations Establish and maintain building and development standards for hillsides that ensure hillside protection.”
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MCA- 2024- 001
June 18, 2024 Amendment to Chapter 19.48 (Fences) Page 3 Residential Hillside zoning to preserve the natural setting of the hillsides and to avoid overdevelopment in the Hillside Zoning areas. The General Plan and Municipal Code currently treat residential properties with slopes greater than 20 percent similar to those zoned Residential Hillside; therefore, a clarification has been included to ensure the consistent application of fence standards to those residential properties not in the Residential Hillside zone but with slopes exceeding 20 percent.

Ornamental Features: Residents have, over the years, wanted to incorporate ornamental features, such as arbors and trellises, to accentuate entry areas as part of their fence design; however, these features are not currently addressed in the Municipal Code and must be accommodated via a Fence Exception process. To streamline and accommodate these requests without having to go through a permit process, standards are proposed to allow for minor ornamental entry features. These features include entry arbors and trellises, which do not exceed eight feet in height or a cumulative area of twenty-five square feet. These standards outline the location and design requirements of these structures, including limiting the features to only those that are structurally integrated with fences and located along street lot lines.

Other: Additional minor clarifications are proposed to ensure a more consistent application of standards, including a clarifying standard for measuring setbacks and the restrictions of corner and sight triangles.

Section 19.48.040 – Fence Design Requirements
The new Fence Design Requirements section replaces the previous “Prohibited Fences” section currently Section 19.48.090) and provides an outline of the allowed and prohibited materials and maintenance requirements for fences. Prohibited and allowed materials are proposed based on aesthetics, durability, and material compatibility, in other words, materials normally manufactured for, used as, and recognized as fencing materials. The addition of these standards to Chapter 19.48 is intended to provide regulation of materials that are considered incompatible with neighborhood design standards.

Flexibility in these standards is incorporated through the proposed language which allows for some prohibited materials to be used where not visible by the public or neighboring property owners and allows for unlisted materials to be considered when determined to be safe and commercially acceptable.

Additionally, a standard has been added to address the area between an erected fence and the back of curb. This standard requires that the area be maintained with either landscaping or pervious flatwork and is included to ensure that these areas on private property, but adjacent to the public right-of-way and visible to the public, are well maintained.

Chapter 6: Environmental Resources and Sustainability Element “ Policy ES- 5.4: Hillside Wildlife Migration. Confine fencing on hillside property to the area around a building, rather than around an entire site, to allow for migration of wild animals.”
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MCA- 2024- 001
June 18, 2024 Amendment to Chapter 19.48 (Fences) Page 4 Section 19.48.050 – Proximity of Plants and Fences to Public Streets This section has been reordered and includes no substantive changes. The public right of way continues to be required to be free and clear of plants and private fences.

Section 19.48.060 - Roadway and Driveway Gates
Modifications to this section are intended to simplify the process for approval of roadway and driveway gates3 by allowing gates that currently require approval of a Fence Exception prior to issuance of a building permit, with just a building permit. In order to be approved without a Fence Exception, these gates would need to meet the updated standards outlined in this section, including standards for setback, height, and design. The standards are proposed to ensure that gates would be aesthetically well-designed and not interfere with vehicular or pedestrian traffic, parking, or public access to commercial sites. Driveway gates in all circumstances must meet a minimum setback of 20 feet from the existing or planned public rights- of-way.

Additionally, the proposed changes clarify the standards for gates subject to the Fence Exception review process. All modifications to this section are intended to streamline the permitting process for driveway and roadway gates while ensuring consistency in design and addressing potential safety concerns.

Section 19.48.070 – Exceptions- Findings
Minor changes are proposed to clarify exception findings, including specifying the applicability of some findings and consolidating similar findings.

Section 19.48.080 – Temporary Fences for Construction
Additional standards are included relating to the placement, allowable materials, and location of construction fences. These standards are intended to clarify when temporary fences for construction are allowed and the physical condition under which they must be maintained.

Section 19.48.090 – Violation- Penalty
Reordered, no changes.

Other Chapters
To aid in the implementation of the new and modified standards outlined above, minor revisions to Chapter 19.08 and conforming changes to Chapter 19.12 are proposed as follows:

Chapter 19.08, Definitions
Definitions of “ Accessory Structure,” “ Fence,” “ Fence Height,” “ Residential District,” and Sidewalk Sight Triangle” are modified, and a definition of “Hedge” is proposed for clarity and consistency with the proposed amendments.

Chapter 19.12, Administration
Reference to Fence Exception findings section is updated in Table 19.12.030. 3 Roadway gates are those which regulate entry to a private thoroughfare, whereas driveway gates are those that regulate entry to a private driveway (i.e. direct connection from street to property). 485
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MCA- 2024- 001
June 18, 2024 Amendment to Chapter 19.48 (Fences) Page 5 Next Step
If the City Council votes to introduce the ordinance, staff expects to bring the ordinance to City Council for adoption on July 2, 2024. If approved, the standards would go into effect on August 1, 2024.

Sustainability Impact
No sustainability impact.

Fiscal Impact
No fiscal impact. The proposed amendments are intended to streamline review processes associated with fences. As such, it is expected that there will be a reduction in the amount of staff time used to address fence construction. Where an exception is proposed for fences not meeting the requirements of Chapter 19.48, a Fence Exception would be processed and the associated fee is expected to cover staff’s review time.

California Environmental Quality Act (CEQA)
The proposed ordinance revisions are not a project within the meaning of section 15378 of the California Environmental Quality Act (“ CEQA”) Guidelines because they have no potential for resulting in physical changes in the environment, either directly or indirectly; and in the event that this Ordinance is found to be a project under CEQA, it is subject to the CEQA exemption contained in CEQA Guidelines section 15061(b)(3) because it can be seen with certainty to have no possibility of a significant effect on the environment.

Prepared by: Emi Sugiyama, Associate Planner
Reviewed by: Luke Connolly, Assistant Director of Community Development
Approved for Submission by: Pamela Wu, City Manager
Attachments:

A – Draft Ordinance
B – Redlined and Annotated Ordinance
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ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO TO AMEND MUNICIPAL CODE CHAPTER 19.08, CHAPTER 19.12, AND CHAPTER 19.48 REGARDING FENCES
The City Council of the City of Cupertino finds that:

1. WHEREAS, Cupertino Municipal Code Chapter 19.48 outlines the requirements for fences in all zones; and

2. WHEREAS, the City Council desires to have objective standards applicable to projects that are clear and understandable to ensure orderly development; and

3. WHEREAS, the Ordinance amends the City's Municipal Code as set forth in Exhibit A to clarify the development standards to be applied to fences in all zones; and

4. WHEREAS, the Ordinance is consistent with the City' s General Plan and the public health, safety, convenience, and general welfare; and

5. WHEREAS, in the event that this Ordinance is found to be a project under CEQA, it is subject to the CEQA exemption contained in CEQA Guidelines section 15061( b)(3) because it can be seen with certainty to have no possibility of a significant effect on the environment. CEQA applies only to projects which have the potential of causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. In this circumstance, the amendments to the City Code would have no or only a de minimis impact on the environment. The foregoing determination is made by the City Council in its independent judgment; and

6. WHEREAS, following necessary public notices given as required by the procedural ordinances of the City of Cupertino and the Government Code, the Planning Commission held a public hearing on May 28, 2024 to consider the Ordinance; and

7. WHEREAS, on May 28, 2024, by Resolution 2024- 08, the Planning Commission recommended on a unanimous vote that the City Council adopt the proposed Municipal Code Amendment to clarify development standards for fences; and

8. WHEREAS, on June 18, 2024, upon due notice, the City Council has held at least one public hearing to consider the Municipal Code Amendment; and

9. WHEREAS, the City Council of the City of Cupertino is the decision- making body for this Ordinance.
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NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CUPERTINO DOES ORDAIN AS FOLLOWS:

SECTION 1. Adoption.

The Cupertino Municipal Code is further amended as set forth in Attachment A.

SECTION 2. Findings
The City Council finds the following as set forth by Municipal Code Sections 19.152.020C and

19.152.030D:

1. That the proposed zoning is in accord with Title 19 of the Municipal Code and the City's Comprehensive General Plan ( Community Vision 2040) and the proposed amendments are internally consistent with Title 19 of the Municipal Code.

The proposed updates to the Municipal Code do not change any zoning designations, but rather modify Chapter 19.48 by adding new standards to create consistent requirements for the implementation of the fence ordinance and updating existing standards to streamline processes and align regulations with updated state allowances. The proposed amendments do not render existing provisions of the Municipal Code inconsistent with those proposed.

2. The proposed zoning is in compliance with the provisions of the California Environmental Quality Act (CEQA).
in the event that this Ordinance is found to be a project under CEQA, it is subject to the CEQA exemption contained in CEQA Guidelines section 15061(b)(3) because it can be seen with certainty to have no possibility of a significant effect on the environment. CEQA applies only to projects which have the potential of causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. In this circumstance, the amendments to the City Code would have no or only a de minimis impact on the environment. The foregoing determination is made by the City Council in its independent judgment.

3. The site is physically suitable (including, but not limited to, access, provision of utilities, compatibility with adjoining land uses, and absence of physical constraints) for the requested zoning designation( s) and anticipated land use development( s).

Not applicable. The proposed ordinance amendments do not change the zoning designation for any properties, nor does it change any land uses allowed. The amendments also do not propose any physical changes in the environment or increased development.

4. The proposed zoning will promote orderly development of the City.

By modifying and updating regulations for fences, the ordinance will promote orderly and consistent implementation of the regulations for development in the City.

5. That the proposed zoning is not detrimental to the health, safety, peace, morals and general welfare of persons residing or working in the neighborhood of subject parcels.

The proposed ordinance provides regulation to maintain the health, safety, peace, morals and 488
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general welfare of persons residing or working in the neighborhood of subject parcels by providing regulations and consistent requirements to address the development of fences.

6. The proposed amendments are internally consistent with this title.

All the necessary chapters and sections of Title 19: Zoning have been amended to ensure internal consistency with the proposed regulations.

SECTION 3. Severability and Continuity.

The City Council declares that each section, sub-section, paragraph, sub-paragraph, sentence, clause, and phrase of this ordinance is severable and independent of every other section, subsection, paragraph, sub-paragraph, sentence, clause, and phrase of this ordinance. If any section, sub-section, paragraph, sub-paragraph, sentence, clause, or phrase of this ordinance is held invalid, or its application to any person or circumstance, be determined by a court of competent jurisdiction to be unlawful, unenforceable or otherwise void, the City Council declares that it would have adopted the remaining provisions of this ordinance irrespective of such portion, and further declares its express intent that the remaining portions of this ordinance should remain in effect after the invalid portion has been eliminated. To the extent the provisions of this Ordinance are substantially the same as previous provisions of the Cupertino Municipal Code, these provisions shall be construed as continuations of those provisions and not as an amendment to or readoption of the earlier provisions.

SECTION 4. CaliforniaEnvironmental QualityAct.

Determine that Project is exempt under the requirements of the California Environmental Quality Act ( CEQA) of 1970, and CEQA Guidelines ( collectively, “ CEQA”) subject to the CEQA exemption contained in CEQA Guidelines section 15061( b)(3) because it can be seen with certainty to have no possibility of a significant effect on the environment.

SECTION 5. Effective Date.

This Ordinance shall take effect thirty days after adoption as provided by Government Code Section 36937.

SECTION 6. Publication.

The City Clerk shall give notice of adoption of this Ordinance as required by law. Pursuant to Government Code Section 36933, a summary of this Ordinance may be prepared by the City Clerk and published in lieu of publication of the entire text. The City Clerk shall post in the office of the City Clerk a certified copy of the full text of the Ordinance listing the names of the City Council members voting for and against the ordinance.

INTRODUCED this 18th day of June, 2024, at a Regular Meeting of the City Council of the City of Cupertino and ENACTED on the ____ day of _____, 2023, at a Regular Meeting of the City Council of the City of Cupertino by the following roll call vote:

AYES:
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NOES:

ABSTAIN:

ABSENT:

SIGNED:

Sheila Mohan, Mayor
City of Cupertino
Date
ATTEST:

Kirsten Squarcia, City Clerk Date
APPROVED AS TO FORM:

Christopher Jensen, City Attorney Date
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ATTACHMENT A AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUPERTINO TO AMEND MUNICIPAL CODE CHAPTER 19.08, CHAPTER 19.12 AND CHAPTER 19.48 REGARDING FENCES
The sections of the Cupertino Municipal Code set forth below are amended or adopted as follows:

Text added to existing provisions is shown in bold double underlined text (example) and text to be deleted in shown in strikethrough ( example). Text in existing provisions is not amended or readopted by this Ordinance. Text in italics is explanatory and is not an amendment to the Code.

1. Amend Chapter 19.48 Fences to modify or add the following:

19.48.010 Purpose.

19.48.020 Fence Location and Height for inAll Zones Except R1, RHS, R2, and R3 (up to Four Units) Requiring Design Review.

19.48.030 Fence Location and Height for Zones Properties Not Requiring Design Review.

19.48.040 Fence Design Requirements.

19.48.040 Roadway and Driveway Gates.

19.48.050 Proximity of Plants and Fences to Public Streets.

19.48.060 Roadway and Driveway Gates.

19.48.0670 Exceptions– Findings.

19.48.0780 Temporary Fences for Construction.

19.48.0890 Violation– Penalty.

19.48.090 Prohibited fences.

For statutory provisions making fences taller than ten feet a nuisance, see Civil Code § 841.4. Prior ordinance history: Ords. 112, 686, 852, 1179, 1630, 1637 and 1777.

19.48.010 Purpose.

The purpose of this chapter is to regulate the location and height of fences and vegetation in yards of all zoning districts in order to protect the safety, privacy, and property values of residents and owners of properties within any zoning district of the City, including but not limited to residential, commercial, offices, institutional, industrial and/ or agricultural properties.

19.48.020 Fence Location and Height for in All Zones Except R1, RHS, R2, and R3 (up to Four Units) Requiring Design Review.

A. Design Review shall be required for projects in all zoning districts except R1, RHS, R2, and R3 (with up to four units).

B. The Approval Body for a proposed project shall have the authority to require, approve, or disapprove wall and fencing plans including location, height, and materials in all zones requiring design review. Where an Approval Body is not identified, the Director of Community Development, or his or her designee, shall have the authority to require, approve, or disapprove fencing plans and design.
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C. The basic Ddesign Rreview guidelines for the review of fences and walls are as follows:

1. Fences and walls separating commercial, industrial, offices, and institutional zones from residential zones shall be constructed at a height and with materials designed to:
a. Acoustically isolate part of or all noise emitted by future uses within the commercial, industrial, offices, or institutional zones. The degree of acoustical isolation shall be determined during the design review process comply with the standards of Chapter

10.48. b. Ensure visual privacy for adjoining residential dwelling units.

2. Fences and walls shall be designed in a manner to provide for sight visibility at private and public street intersections (i.e. corner triangles or any sidewalk sight triangle).

3. Fence design shall be consistent with the standards outlined in this Title for the applicable zone.

4. Fences shall meet the regulations of any applicable Special Area Plan, Design Guidelines, or conceptual development plan.

5. At no point shall fence height exceed 10 feet without a Fence Exception* For statutory provisions regarding fences taller than ten feet in height, see Civil Code 841.4.

19.48.030 Fence Location and Height for Zones Properties Not Requiring Design Review.

Table 19.48.030 sets forth the rules and regulations pertaining to fences in zones on properties where design review is not required. Appendix A is a visual representation of the provisions of Section 19.48.030(A)–(C). The Director of Community Development is authorized to administratively make changes to Appendix A to clarify the intent of these provisions.

Table 19.48.030: Fence Location and Regulations
6 7 foot high fence 3 foot high fence
A. Front Yard Not within required setback area, corner
triangle, or sidewalk sight triangle.

Along any property line,
in any required setback
area, or in corner
triangle, or sidewalk
sight triangle.

B. Rear Yard Along property line or in required
setback area, except not allowed in any
corner triangle or sidewalk sight
triangle.

C. Side Yard 1. Interior residential lots: Along
property line or in required setback
area

2. Corner residential lots:
a. Interior side: Along property line
or in required setback area
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b. Street side:
i. If the rear property line
adjoins a rear property line: S
the setback from the side
property line: shall be 5 feet.
ii. If the rRear property line
adjoins a side property line of
a key lot: I, in addition to i.
above, setback from street
side property line, within 10
feet of adjacent property line:
shall be 12 feet.

D. Additional
Rregulations for
Residential
Hillside, and Open
Space Zoning
Districts, and R1
Properties with an
Average Slope
Over 20%

1. Open Fencing ( composed of materials which result in a minimum of 75% visual transparency), sShall be unrestricted but shall be subject to the regulations in 19.48.030(A) – (D).

2. Solid Board All Other Fencing which otherwise meets the regulations in Section 19.48.030(A)( C):
a. Net lot area < 130,000 square feet: Shall nNot be limited but shall be subject to the regulations in 19.48.030(A) – (D). b. Net lot area > 130,000 square feet: 5,000 square feet (excluding the principal building) of net lot area may be enclosed with solid board fencing subject to 19.48.030(A) – (D).

E. In areas where a six (6) seven ( 7) foot fence is allowed, an up to eight (8) foot high fence can be constructed, subject to building permit approval and upon receipt of written approval from adjacent abutting property owners.

F. Hedges exceeding seven ( 7) feet in height are allowed within interior side and rear yards.

G. Minor ornamental
entry features ( e.g.
arbor, trellis, entry
gates, light fixtures
meeting the
requirements of
Chapter 19.102).

1. Shall only be included in design of fences within a yard abutting a street lot line; and

2. Shall be limited to one entry feature per street frontage; and

3. Must be incorporated into the fence design, structurally a component of the fence, and shall not be considered an
additional allowance for an accessory structure within required setbacks; and

4. Shall be no taller than eight ( 8) feet and shall not exceed a cumulative area of twenty five (25) square feet; and

5. Shall not be located in any required flag lot access area, access easement, corner triangle, or sidewalk sight triangle; and

6. When viewed from the street, the feature shall be no wider than:
a. Six (6) feet on lots with less than 60 feet of street frontage, or b. Eight (8) feet on lots with 60 feet or more of street frontage. 493
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H. Notwithstanding any other provision of this chapter, fences shall not be located in any future right of way dedication area, and setbacks shall be measured from any planned future street line, as determined by the Public Works Department.

I. If the Director of Community Development determines that a proposed fence is widely visible to public view and has the potential to create impacts on the visual character of an area ( for example, blocks public views from the valley floor to the hills or an open space reserve), then the proposed fence shall comply with the requirements in Sections

19.48.030FD( 1)(b) & 19.48.030FD( 2) regardless of lot size.

19.48.040 Fence Design Requirements.

A. Prohibited Materials:

The following materials shall be considered “ Prohibited Materials” for purposes of this Chapter:

1. Unless required by law or regulation of the City, State or Federal Government, barbed wire, razor wire, chicken wire and similar small gauge wire or mesh product, and/or electrified fencing are prohibited.

2. Fences made of non engineered plastic, fabric membranes, cloth, canvas, plywood, uncoated cyclone/ chain link, and reed or bamboo with sticks and slats smaller than four inches in width are prohibited, unless located in areas not visible from public areas or adjacent properties.

B. Allowed Materials: Allowed materials include, but are not limited to wood, engineered plastic, vinyl coated cyclone/ chain link, metal ( e.g. wrought iron), brick, block, stone, and other comparable ( safe and commercially acceptable) materials intended for fence use.

C. Material colors shall be natural earth tone and/or vegetation colors including natural hues of brown, green and shades of gray and shall have a reflectivity value of 60 or less.

D. Other materials, except Prohibited Materials, may be allowed if deemed appropriate through Design Review approval.

E. The area between the back of curb and any fencing shall be landscaped, with a suitable permanent irrigation system where necessary, or have pervious flatwork, and be continuously maintained by the property owner.

F. General Maintenance: All fences adjacent to a street, sidewalk, or public right of way shall be continuously maintained free of visible and structural defects.

19.48.050 Proximity of Plants and Fences to Public Streets.

The proximity of plants and fences to public streets shall be controlled by the provisions of Chapter 14.08 of the Municipal Code.
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19.48.0460 Roadway and Driveway Gates.

Roadway and Driveway gates are allowed if they comply with the Fire Department Standard Details and Specifications for Security Gates for access roadways and driveways and the criteria in Sections 19.48.969(A)( C). Roadway and drivewayTable 19.48.040 or the gates were in existence prior to September 20, 1999, with necessary permits to install them, are permitted to be replacedif needed. All unpermitted roadway and driveway gates must comply with the regulations outlined below, when replaced.

Table 19.48.060: Roadway and Driveway Gate Regulations
A. All
Residential
Districts,
Except RHS:

1. A driveway gate meeting all of the following requirements may be installed, subject to building permit approval:
a. The driveway gate shall be set back as follows:
i. Interior and Corner Lots: A minimum distance of 20 feet or in accordance with Fire Code standards, whichever is larger, and measured from the front and/or street side property lines, from the future street line, or from the property line after right of way dedication area as determined by the Public Works Department. However, in no case shall the
driveway gate be located in front of the building wall line of a primary structure nearest to the right of way;
ii. Flag Lots: A minimum distance of 20 feet or in accordance with Fire Code standards, whichever is larger and measured from the property line closest to the street, from the future street line, or from the property line after right of way dedication area as determined by the Public Works
Department.
b. The driveway gate shall meet all height regulations described in Section 19.48.030; and
c. The driveway gate shall not be located in any required corner triangle or sidewalk sight triangles; and
d. The driveway gate shall not impede required paths of travel for compliance with the State and Federal law; and
e. No more than one driveway gate shall be allowed per property; and
f. The driveway gate opening shall not be wider than 20 feet; and g. The driveway gate shall not be located in a driveway for a side entering garage; and
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h. The driveway gate shall not be located in a manner which interferes with the required open off street parking on a site; and
i. The driveway gate shall meet the fence design requirements outlined in Section 19.48.040 and shall not make use of collapsible materials ( e.g. scissor gates); and
j. Driveway gates shall meet the regulations of any applicable Special Area Plan, Design Guidelines, or conceptual
development plan; and
k. The Fire Department shall approve the locking mechanism and location of the gate.

2. A Fence Exception shall be obtained for any driveway gates that do not meet the standards outlined above. These driveway gates shall meet all the following:
a. The driveway gate shall be setback a minimum distance of 20 feet from the front and/or street side property lines, from the future street line, or from the property line after right of way dedication area as determined by the Public Works
Department, whichever is greater, and not be located on or along any property line; and
b. The Applicant must provide documented evidence that the gates are needed for demonstrated security and/or
demonstrated safety reasons, which would not otherwise be mitigated by placing a fence or driveway gate in a manner permitted by the Municipal Code; and
c. The Fire Department approves the locking mechanism and location of the gate.

B. RHS Zoning
District:

1. Roadway and Driveway Gates may be used to control access to private roads and driveways provided that the design of the gate, including location, dimension and the locking mechanism, are approved by the Director of Community Development after consultation with the Fire Department.

C. Other
Development:

1. A driveway gate meeting all of the following requirements may be installed, subject to Administrative Design Review approval. All driveway gates shall:
a. Be setback a minimum distance of 20 feet from front and/or street side property lines. However, under no circumstances 496
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shall the gate be located closer to the property line than the location of the building wall of the primary building located on the property; and
b. Not be located in any corner triangle or driveway sight triangle; and
c. Not be installed in any parking area or portion of parking facilities designated for commercial, retail parking, and/or customer serving office,

2. An at grade driveway gate shall:
a. Be no taller than seven feet in height;
b. Utilize architecturally decorative and at least 50% open materials; and
c. Secure an open, surface parking lot which is largely obscured from views from the right of way by existing structures and serves a private use (e.g. church, office, multiple family development);

3. Driveway gates for parking structures and below grade parking shall be allowed:
a. When proposed to assure availability of parking for different uses ( e.g. separating office and residential parking) in a shared parking structure;
b. When proposed to secure access for a single, private use;

4. The driveway gate is required as a condition of approval of obtaining federal or state funding for development;

5. The driveway gate shall meet the fence design requirements outlined in Section 19.48.040 and shall not make use of collapsible materials ( e.g. scissor gates); and

6. The Fire Department shall approve the locking mechanism and location of the gate.

7. A Fence Exception shall be obtained for any driveway gates that do not meet the standards outlined above, prior to issuance of building permits. Roadway and driveway gates that do not meet the standards outlined above may be approved through a Fence Exception only if the development can adequately justify that the 497
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proposed gates are needed for demonstrated security and/or demonstrated safety reasons.

Table 19.48.040: Roadway and Driveway Gates
A. R 1, R2 and
R3 Zoning
District
A driveway gate may be installed after a Fence Exception is obtained and shall meet the following:

1. Driveway gate shall be setback a minimum of 30 feet from the front and/or street side property lines;

2. Applicant must provide evidence that the gates are needed for demonstrated security and/or demonstrated safety reasons; and

3. The Fire Department approves the locking mechanism and location of the gate.

B. RHS Zoning
District
Gates may be used to control access to private roads and driveways provided that the design of the gate, including location, dimension and the locking mechanism, are approved by the Director of Community Development after consultation with the Fire Department.

C. Other
Properties
Roadway and driveway gates may be approved through a fence exception if the development meets any one of the following conditions:

1. Is a mixed use development, where the parking for different uses needs to be separated to assure availability of parking for each use

2. If a development include below grade parking structure, where the gates are required to secure the below grade parking;

3. If the gates are required for a development to obtain federal or State funding;

4. If the development is secluded;

5. If the gates are needed for demonstrated security and/or demonstrated safety reasons.

D. Property
located in
other
residentially
zoned areas
In addition to the requirements of Section 19.48.040C, the application shall also be subject to the requirements of 19.48.040A.

19.48.050 Proximity of Plants and Fences to Public Streets.

The proximity of plants and fences to public streets shall be controlled by the provisions of Chapter 14.08 of the Municipal Code.

19.48.0670 Exceptions– Findings.

Where practical difficulties, unnecessary hardships, or results inconsistent with the purpose and intent of this chapter result from the strict application of the provisions hereof, exceptions may be granted as provided in Chapter 19.12, and this section for all zoning districts except the RHS 498
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Zoning District, in which case a Hillside Exception must be obtained in accord with the requirements of Section 19.40.040 and Section 19.40.070. The Approval Body may grant a request for a Fence Ethe exception only if all based upon the following findings can be made:

A. The literal enforcement of the provisions of this chapter will result in restrictions inconsistent with the spirit and intent of this chapter and the proposed development is otherwise consistent with the City' s General Plan and with the purpose of this chapter as described in Section 19.48.010.

B. The granting of the exception will not result in a condition which is materially detrimental to the public health, safety or welfare or result in a hazardous condition for pedestrian and vehicular traffic.

C. The exception to be granted is one that will require the least modification of the prescribed regulation and the minimum variance that will accomplish the purpose.

D. The proposed exception will not result in a hazardous condition for pedestrian and vehicular traffic.

E. The proposed development is otherwise consistent with the City's General Plan and with the purpose of this chapter as described in Section 19.48.010.

D. When driveway, roadway, and structured parking gates not meeting allowed standards are proposed: The proposed development meets the requirements of the Santa Clara Fire Department and Sheriff' s Department, and if security gates are proposed, that attempts are made to standardize access.

E. When fences and gates that exceed allowable height limitations are proposed: The fence height for the proposed residential fence is needed to ensure adequate screening and/ or privacy.

19.48.0780 Temporary Fences for Construction.

A. The Chief Building Official may require persons constructing structures in the Ccity to erect and maintain temporary fences around all or a portion of the construction site in order to secure the site from entry by the general public. Any such fencing may only be erected during the time a valid building permit is issued for construction.

B. Temporary fences are not required to comply with the location requirements of Section

19.48.030 but shall not be located in any corner or sidewalk sight triangle.

C. Temporary fence materials are restricted to non combustible materials and must screen construction activities. Temporary fence materials shall be consistent with the prohibited and allowed materials outlined in Section 19.48.040 ( A) and ( B), except that uncoated cyclone/ chain link fences may be allowed.

D. All fences adjacent to a street, sidewalk, or public right of way shall be continuously maintained free of visible and structural defects.
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19.48.0890 Violation– Penalty.

Any person who violates the provisions of this chapter shall be guilty of an infraction and upon conviction thereof shall be punished as provided in Chapter 1.12.

19.48.090 Prohibited Fences.

Barbed wire, razor wire, and/or electrified fencing are prohibited unless required by law or regulation of the City, State or Federal Government.

2. Amend or add the following definitions in Section 19.08.030 of the Municipal Code to read as follows:

Accessory structure” means a subordinate structure, the use of which is purely incidental to that of the main building and which shall not contain living or sleeping quarters.

Examples include a deck, tennis courts, freestanding trellis, light post, or car shelter. Fences eight feet or less or minor ornamental entry features structurally integrated as part of a fence are excluded.

Fence" means a man- made structure, including a wall, or a hedge, which is designed, intended or used to protect, defend or obscure the interior property of the owner from the view, trespass or passage of others upon that property.

Fence height" means the vertical distance from the highest point of the fence ( excluding including post caps) to the lowest adjoining natural grade or finished grade as permitted through an approved permit adjoining the fence. In a case where the finish grade is different for each face side of the fence, the natural or approved final grade with the highest elevation shall be utilized in determining the fence height.

Hedge” means a dense grouping of shrubs or trees that form a substantially continuous screen or boundary, intended or used to protect, defend or obscure the interior property of the owner from the view, trespass or passage of others upon that property.

Residential district," for purposes of the Sign and Fence Ordinances, means the R1, RHS, R2, R3, R1C, A, and A1 zoning classifications which are consistent with the residential designation of the Cupertino general plan.

Sidewalk site sight triangle" is a triangular shaped area described in Cupertino Standard Detail 7-6. (See Appendix C, Cupertino Standard Detail; Sidewalk Site Sight Triangle Sidewalk Clearance at Driveway)
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3. Amend Section 19.12.030 Approval Authority, to modify the following:

Type of
Permit or
Decision
A, B
Admini
strative
Review
Arts and
Culture
Commission
Planning
Commission
City
Council
Public
Hearing/
Public
Meeting/
Comment
Period C
Noticing
Radius D
Posted
Site
Notice
Expir
ation
Date E
Chapter/
Findings
Fence
Exception
s
F - A1 A1 L PM 19.12.110/
Adjacent Yes 1 year 19.48.0670
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Street
Appendix A: Fence Locations
S
t
r
e
e
t
TriangleFront
40’ Corner
Yard
Driveway
Driveway
Driveway
12’
10’
5’
Up to 3 foot fence allowed
Up to 7 foot fence allowed ( hedges exempt in interior side and rear yards) Up to 8 foot with neighbor approval and Building Permit Front Yard
Notes
For a corner lot, the yard area adjacent to the shortest lot line abutting a street is the front yard area
Fence height includes lattices.

Minor ornamental entry features are allowed in yards abutting a street lot line. See section 19.48.030(G) for additional regulations.

Updated June 2024
Sidewalk
S
i
d
e
wa
l
k
Sight Triangle Sight Triangle
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ATTACHMENT B

PPROPOSED AMENDMENTS (REDLINES WITH ANNOTATIONS)
The sections of the Cupertino Municipal Code set forth below are amended or adopted as follows:

Text added to existing provisions is shown in bold double- underlined text (example) and text to be deleted in shown in strikethrough ( example). Relocated text is shown in green ( example). Text in existing provisions is not amended or readopted by this Ordinance. Text in italics is explanatory and is not an amendment to the Code.

1. Amend Chapter 19.48 Fences to modify or add the following:

19.48.010 Purpose.

19.48.020 Fence Location and Height for in All Zones Except R1, RHS, R2, and R3 (up to Four Units) Requiring Design Review.

19.48.030 Fence Location and Height for Zones Properties Not Requiring Design Review.

19.48.040 Fence Design Requirements.

19.48.040 Roadway and Driveway Gates.

19.48.050 Proximity of Plants and Fences to Public Streets.

19.48.060 Roadway and Driveway Gates.

19.48.0670 Exceptions– Findings.

19.48.0780 Temporary Fences for Construction.

19.48.0890 Violation– Penalty.

19.48.090 Prohibited fences.

For statutory provisions making fences taller than ten feet a nuisance, see Civil Code § 841.4.

Prior ordinance history: Ords. 112, 686, 852, 1179, 1630, 1637 and 1777.

19.48.010 - Purpose.

19.48.020 - Fence Location and Height for in All Zones Except R1, RHS, R2, and R3 (up to Four Units) Requiring Design Review.

A. Design Review shall be required for projects in all zoning districts except R1, RHS, R2, and R3 (with up to four units).

B. The Approval Body for a proposed project shall have the authority to require, approve, or disapprove wall and fencing plans including location, height, and materials in all zones requiring design review. Where an Approval Body is not identified, the Director of C
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New Section
Reordered to Section 19.48.060
Incorporated into Section 19.48.040
Relocated to
Section 19.48.020
Clarification
made to
fence
definition
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Community Development, or his or her designee, shall have the authority to require, approve, or disapprove fencing plans and design.

C. The basic Ddesign Rreview guidelines for the review of fences and walls are as follows:

10.48. b. Ensure visual privacy for adjoining residential dwelling units.

2. Fences and walls shall be designed in a manner to provide for sight visibility at private and public street intersections ( i.e. corner triangles or any sidewalk sight triangle).

3. Fence design shall be consistent with the standards outlined in this Title for the applicable zone.

4. Fences shall meet the regulations of any applicable Special Area Plan, Design Guidelines, or conceptual development plan.

5. At no point shall fence height exceed 10 feet without a Fence Exception* For statutory provisions regarding fences taller than ten feet in height, see Civil Code § 841.4.

19.48.030 - Fence Location and Height for Zones Properties Not Requiring Design Review.

Table 19.48.030: Fence Location and Regulations
6 7 foot high fence 3 foot high fence
A. Front Yard Not within required setback area, corner
triangle, or sidewalk sight triangle.

Along any property line,
in any required setback
area, or in corner
triangle, or sidewalk
sight triangle.

B. Rear Yard Along property line or in required
setback area, except not allowed in any
corner triangle or sidewalk sight triangle.

C. Side Yard 1. Interior residential lots: Along
property line or in required setback
area

2. Corner residential lots:

Specification of standard
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Relocation of
existing
standard
Appendix A
added for
public
reference
Height
increased to
align with
Building
Code and
streamline
Clarification
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a. Interior side: Along property line
or in required setback area
b. Street side:
i. If the rear property line
adjoins a rear property line: S
the setback from the side
property line: shall be 5 feet.
ii. If the rRear property line
adjoins a side property line of
a key lot: I, in addition to i.
above, setback from street
side property line, within 10
feet of adjacent property line:
shall be 12 feet.

D. Additional
Rregulations for
Residential
Hillside, and Open
Space Zoning
Districts, and R1
Properties with an
Average Slope
Over 20%

1. Open Fencing ( composed of materials which result in a minimum of 75% visual transparency), sShall be unrestricted but shall be subject to the regulations in 19.48.030(A) – (D).

2. Solid Board All Other Fencing which otherwise meets the regulations in Section 19.48.030(A)-(C):
a. Net lot area < 130,000 square feet: Shall nNot be limited but shall be subject to the regulations in 19.48.030(A) – (D). b. Net lot area > 130,000 square feet: 5,000 square feet (excluding the principal building) of net lot area may be enclosed with solid board fencing subject to 19.48.030(A) – (D).

F. Hedges exceeding seven ( 7) feet in height are allowed within interior side and rear yards.

G. Minor ornamental
entry features ( e.g.
arbor, trellis, entry
gates, light fixtures
meeting the
requirements of
Chapter 19.102).

1. Shall only be included in design of fences within a yard abutting a street lot line; and

2. Shall be limited to one entry feature per street frontage; and

3. Must be incorporated into the fence design, structurally a component of the fence, and shall not be considered an additional allowance for an accessory structure within required setbacks; and

4. Shall be no taller than eight ( 8) feet and shall not exceed a cumulative area of twenty- five (25) square feet; and

5. Shall not be located in any required flag lot access area, access easement, corner triangle, or sidewalk sight triangle; and

Formatting
General
Plan and
internal
consistency
Height
increased to
match
Building
Code and
streamline
Hedges
updated to
reflect PC
comments
Standards to
allow
features to
streamline
process
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H. Notwithstanding any other provision of this chapter, fences shall not be located in any future right of way dedication area, and setbacks shall be measured from any planned future street line, as determined by the Public Works Department.

19.48.030FD( 1)(b) & 19.48.030FD( 2) regardless of lot size.

19.48.040 - Fence Design Requirements.

A. Prohibited Materials:

The following materials shall be considered “ Prohibited Materials” for purposes of this Chapter:

1. Unless required by law or regulation of the City, State or Federal Government, barbed wire, razor wire, chicken wire and similar small- gauge wire or mesh product, and/ or electrified fencing are prohibited.

2. Fences made of non-engineered plastic, fabric membranes, cloth, canvas, plywood, uncoated cyclone/ chain link, and reed or bamboo with sticks and slats smaller than four inches in width are prohibited, unless located in areas not visible from public areas or adjacent properties.

C. Material colors shall be natural earth tone and/ or vegetation colors including natural hues of brown, green and shades of gray and shall have a reflectivity value of 60 or less.

D. Other materials, except Prohibited Materials, may be allowed if deemed appropriate through Design Review approval.

F. General Maintenance: All fences adjacent to a street, sidewalk, or public right-of-way shall be continuously maintained free of visible and structural defects.

19.48.050 - Proximity of Plants and Fences to Public Streets.

The proximity of plants and fences to public streets shall be controlled by the provisions of Chapter 14.08 of the Municipal Code.

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Standards
for internal
consistency
and
consistency
in
application
Reordered, no
changes
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19.48.0460 - Roadway and Driveway Gates.

Roadway and Driveway gates are allowed if they comply with the Fire Department Standard Details and Specifications for Security Gates for access roadways and driveways and the criteria inSections 19.48.969(A)-(C). Roadway and drivewayTable 19.48.040 orthe gates were in existence prior to September 20, 1999, with necessary permits to install them, are permitted to be replacedif needed. All unpermitted roadway and driveway gates must comply with the regulations outlined below, when replaced.

Table 19.48.060: Roadway and Driveway Gate Regulations
A. All
Residential
Districts,
Except RHS:

1. A driveway gate meeting all of the following requirements may be installed, subject to building permit approval:
a. The driveway gate shall be set back as follows:
i. Interior and Corner Lots: A minimum distance of 20 feet or in accordance with Fire Code standards, whichever is larger, and measured from the front and/ or street side property lines, from the future street line, or from the property line after right-ofway dedication area as determined by the Public Works Department. However, in no case shall the driveway gate be located in front of the building wall line of a primary structure nearest to the right of way;
ii. Flag Lots: A minimum distance of 20 feet or in accordance with Fire Code standards, whichever is larger and measured from the property line closest to the street, from the future street line, or from the property line after right-of-way dedication area as determined by the Public Works
Department.
b. The driveway gate shall meet all height regulations described in Section 19.48.030; and
c. The driveway gate shall not be located in any required corner triangle or sidewalk sight triangles; and
d. The driveway gate shall not impede required paths of travel for compliance with the State and Federal law; and
e. No more than one driveway gate shall be allowed per property; and
f. The driveway gate opening shall not be wider than 20 feet; and g. The driveway gate shall not be located in a driveway for a side entering garage; and
Modified
standards to
streamline
approval
process and
provide clear
development
requirements
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h. The driveway gate shall not be located in a manner which interferes with the required open off-street parking on a site; and i. The driveway gate shall meet the fence design requirements outlined in Section 19.48.040 and shall not make use of collapsible materials ( e.g. scissor gates); and
j. Driveway gates shall meet the regulations of any applicable Special Area Plan, Design Guidelines, or conceptual development plan; and
k. The Fire Department shall approve the locking mechanism and location of the gate.

2. A Fence Exception shall be obtained for any driveway gates that do not meet the standards outlined above. These driveway gates shall meet all the following:
a. The driveway gate shall be setback a minimum distance of 20 feet from the front and/or street side property lines, from the future street line, or from the property line after right-of-way dedication area as determined by the Public Works Department, whichever is greater, and not be located on or along any property line; and b. The Applicant must provide documented evidence that the gates are needed for demonstrated security and/ or demonstrated safety reasons, which would not otherwise be mitigated by placing a fence or driveway gate in a manner permitted by the Municipal Code; and
c. The Fire Department approves the locking mechanism and location of the gate.

B. RHS Zoning
District:

C. Other
Development:

1. A driveway gate meeting all of the following requirements may be installed, subject to Administrative Design Review approval. All driveway gates shall:
a. Be setback a minimum distance of 20 feet from front and/or street side property lines. However, under no circumstances shall the Modified
standards to
streamline
approval
process and
provide clear
development
requirements
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gate be located closer to the property line than the location of the building wall of the primary building located on the property; and b. Not be located in any corner triangle or driveway sight triangle; and
c. Not be installed in any parking area or portion of parking facilities designated for commercial, retail parking, and/ or customer serving office,

2. An at-grade driveway gate shall:
a. Be no taller than seven feet in height;
b. Utilize architecturally decorative and at least 50% open materials; and
c. Secure an open, surface parking lot which is largely obscured from views from the right-of-way by existing structures and serves a private use (e.g. church, office, multiple- family development);

3. Driveway gates for parking structures and below grade parking shall be allowed:
a. When proposed to assure availability of parking for different uses e.g. separating office and residential parking) in a shared parking structure;
b. When proposed to secure access for a single, private use;

4. The driveway gate is required as a condition of approval of obtaining federal or state funding for development;

5. The driveway gate shall meet the fence design requirements outlined in Section 19.48.040 and shall not make use of collapsible materials e.g. scissor gates); and

6. The Fire Department shall approve the locking mechanism and location of the gate.

7. A Fence Exception shall be obtained for any driveway gates that do not meet the standards outlined above, prior to issuance of building permits. Roadway and driveway gates that do not meet the standards outlined above may be approved through a Fence Exception only if the development can adequately justify that the proposed gates are needed for demonstrated security and/or demonstrated safety reasons.

Modified
standards to
streamline
approval
process and
provide clear
development
requirements
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Table 19.48.040: Roadway and Driveway Gates
A. R-1, R2 and
R3 Zoning
District
A driveway gate may be installed after a Fence Exception is obtained and shall meet the following:

1. Driveway gate shall be setback a minimum of 30 feet from the front and/or street side property lines;

2. Applicant must provide evidence that the gates are needed for demonstrated security and/ or demonstrated safety reasons; and

3. The Fire Department approves the locking mechanism and location of the gate.

C. Other
Properties
Roadway and driveway gates may be approved through a fence exception if the development meets any one of the following conditions:

1. Is a mixed- use development, where the parking for different uses needs to be separated to assure availability of parking for each use

2. If a development include below- grade parking structure, where the gates are required to secure the below- grade parking;

3. If the gates are required for a development to obtain federal or State funding;

4. If the development is secluded;

5. If the gates are needed for demonstrated security and/or demonstrated safety reasons.

D. Property
located in
other
residentially
zoned areas
In addition to the requirements of Section 19.48.040C, the application shall also be subject to the requirements of 19.48.040A.

19.48.050 - Proximity of Plants and Fences to Public Streets.

The proximity of plants and fences to public streets shall be controlled by the provisions of Chapter 14.08 of the Municipal Code.

19.48.0670 - Exceptions– Findings.

Where practical difficulties, unnecessary hardships, or results inconsistent with the purpose and intent of this chapter result from the strict application of the provisions hereof, exceptions may be granted as provided in Chapter 19.12, and this section for all zoning districts except the RHS Zoning District, in which case a Hillside Exception must be obtained in accord with the requirements of Section 19.40.040 and Section 19.40.070. The Approval Body may grant a request for a Fence Ethe exception only if all based upon the following findings can be made:

Standards
incorporated
into Table

19.48.060
Relocated
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A. The literal enforcement of the provisions of this chapter will result in restrictions inconsistent with the spirit and intent of this chapter and the proposed development is otherwise consistent with the City's General Plan and with the purpose of this chapter as described in Section 19.48.010.

C. The exception to be granted is one that will require the least modification of the prescribed regulation and the minimum variance that will accomplish the purpose.

D. The proposed exception will not result in a hazardous condition for pedestrian and vehicular traffic.

E. The proposed development is otherwise consistent with the City' s General Plan and with the purpose of this chapter as described in Section 19.48.010.

E. When fences and gates that exceed allowable height limitations are proposed: The fence height for the proposed residential fence is needed to ensure adequate screening and/ or privacy.

19.48.0780 - Temporary Fences for Construction.

B. Temporary fences are not required to comply with the location requirements of Section

19.48.030 but shall not be located in any corner or sidewalk sight triangle.

C. Temporary fence materials are restricted to non-combustible materials and must screen construction activities. Temporary fence materials shall be consistent with the prohibited and allowed materials outlined in Section 19.48.040 ( A) and ( B), except that uncoated cyclone/ chain link fences may be allowed.

D. All fences adjacent to a street, sidewalk, or public right-of-way shall be continuously maintained free of visible and structural defects.

19.48.0890 - Violation– Penalty.

Any person who violates the provisions of this chapter shall be guilty of an infraction and upon conviction thereof shall be punished as provided in Chapter 1.12.

Clarifying
applicability
and
consolidating
similar
findings
Clarifications
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19.48.090 - Prohibited Fences.

Barbed wire, razor wire, and/or electrified fencing are prohibited unless required by law or regulation of the City, State or Federal Government.

2. Amend or add the following definitions in Section 19.08.030 of the Municipal Code to read as follows:

Accessory structure” means a subordinate structure, the use of which is purely incidental to that of the main building and which shall not contain living or sleeping quarters.

Fence height" means the vertical distance from the highest point of the fence (excluding including post caps) to the lowest adjoining natural grade or finished grade as permitted through an approved permit adjoining the fence. In a case where the finish grade is different for each face side of the fence, the natural or approved final grade with the highest elevation shall be utilized in determining the fence height.

3. Amend Section 19.12.030 Approval Authority, to modify the following:

Type of
Permit or
Decision
A, B
Administrative
Review
Arts and
Culture
Commission
Planning
Commission
City
Council
Public
Hearing/
Public
Meeting/
Comment
Period C
Noticing
Radius D
Posted
Site
Notice
Expiration
Date E
Chapter/
Findings
Fence
Exception
s
F - A1 A1 L PM 19.12.110/
Adjacent Yes 1 year 19.48.0670
Internal
consistency
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Street
Appendix A: Fence Locations
S
t
r
e
e
t
TriangleFront
40’ Corner
Yard
Driveway
Driveway
Driveway
12’
10’
5’
Up to 3 foot fence allowed
Up to 7 foot fence allowed ( hedges exempt in interior side and rear yards) Up to 8 foot with neighbor approval and Building Permit Front Yard
Notes
For a corner lot, the yard area adjacent to the shortest lot line abutting a street is the front yard area
Fence height includes lattices.

Minor ornamental entry features are allowed in yards abutting a street lot line. See section 19.48.030(G) for additional regulations.

Updated June 2024
Sidewalk
S
i
d
e
wa
l
k
Sight Triangle Sight Triangle
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CITY OF CUPERTINO
Agenda Item
24-13197 Agenda Date: 6/18/2024
Agenda #: 14.

Subject: Future agenda items requested by City Councilmembers (“ TBD List”) Review the TBD list and modify the list as recommended below Presenter: Pamela Wu, City Manager
CITY OF CUPERTINO 2024Page 1 of 1 Printed on 6/12/
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1 CITY COUNCIL STAFF REPORT
Meeting: June 18, 2024
Subject
Future agenda items requested by City Councilmembers (“ TBD List”).

Recommended Action
Review the TBD list and modify the list as recommended below.

Reasons for Recommendation
As required per the Council’s adopted Procedures Manual, the City Manager provides a quarterly report to Council regarding the status of future agenda items. These are items that two Councilmembers have requested to be added to a future City Council agenda.

On March 5, 2024, staff presented a list of four TBD items for Council consideration.

Council voted to remove one item regarding moving Council meetings to Wednesday’ s and retain the other three items on the list until the next update. These are the first three items in the table below.

The list below also includes new items that have been added since the March 5, 2024 update. Any item may be removed by a majority vote of the City Council. The most current TBD list and staff recommendation for each of them follows:

When TBD Item was
added by whom
Subject Recommendation
1 Moore and Chao
added in October
2023 and May 2024
Retained from March
per Council direction
Review of City
Treasurer Resolution
including appointment,
function, and process
for ratifying accounts
payable
Staff recommends adding this
item as a potential City Work
Program item for FY 25.
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2 2 Moore and Chao
added in November
2023
Retained from March
per Council direction
Public Facilities
Corporation’ s (PFC)
tax-exempt status
No further action required.

At the 3/5 Council meeting,
Council voted to agendize the
annual meeting of the PFC.

This meeting has been
agendized for 11/18/24. An
informational memorandum
was provided to Council in
December 2023 and in April
2024. Staff recommends
removing this item.
3 Moore and Chao
added February 2024
Retained from March
per Council direction
Housing Element
Study Session
No further action required.

Housing Element adopted.
4 Moore and Chao
added May 2024
Review the budgeted
headcount” for City
employees
Staff recommends removing
this item as this was
discussed during the
proposed budget study
session at the 5/21 City
Council meeting.
5 Moore and Chao
added May 2024
Review of City
Organization Chart
and City Treasurer and
City Attorney positions
Staff recommends removing
this item as this was
addressed at the 5/21 and the
6/4 City Council meetings
during the budget item.

Citizens of Cupertino will be
added back to the final
budget organization chart.
6 Moore and Chao
added July 2023
Retained due to
modified
recommendation
Nexus study for traffic
impact fee
Staff recommends adding this
item and potentially other
impact fees nexus studies as a
potential City Work Program
item for FY 25.
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3 7 Moore and Chao
added May 2024
Review the City’ s
financial policy and
best practices
No further action required.

Staff will provide an
informational memorandum
or Council report depending
the recommended changes on
the investment policy and
best practices in the Fall. Staff
will review adding more
restrictive language on
minimum cash balances.
8 Moore and Chao
added March 2024
Revisit the Greenbiz
Cupertino standards.

No further action required.

An informational
memorandum was provided
and posted online in April
2024.
9 Moore and Chao
added March 2024
Study session on
banning artificial turf
given the
environmental
concerns.

Staff will provide an
informational memorandum
to Council on artificial turf.

Sustainability Impact
No sustainability impact.

Fiscal Impact
No fiscal impact.

California Environmental Quality Act
Not applicable.

Prepared by: Astrid Robles, Senior Management Analyst
Reviewed by: Tina Kapoor, Deputy City Manager
Chris Jensen, City Attorney
Approved for Submission by: Pamela Wu, City Manager
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CITY OF CUPERTINO
Agenda Item
23-12677 Agenda Date: 6/18/2024
Agenda #: 15.

Subject: Councilmember Reports
CITY OF CUPERTINO 2024Page 1 of 1 Printed on 6/12/
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1 CITY COUNCIL ACTIVITY REPORT
Meeting: June 18, 2024
Reporting Councilmember: Vice Mayor J.R. Fruen
Report Activity Dates: 5/28/24 to 6/10/24
Event Date, Title, and Description:

Event 1. May 29, 2024 – AANHPI History Month Community Panel Discussion hosted by Rep. Ro Khanna – I attended this forum discussion on Asian- American inclusion and representation hosted at the Quinlan Center through the office of California Congressional District 17 Representative Ro Khanna. The forum discussion featured both Rep. Khanna and California State Assemblymember Alex Lee in conversation about their experiences in public office and policy initiatives aimed at the full inclusion of Asian- American, Native Hawaiian, and Pacific Islanders in American public life.

Event 2. May 30, 2024 – Silicon Valley at Home’ s Happy Houser Event – Marquee affordable housing advocacy organization Silicon Valley at Home hosted this mixer event to celebrate a successful Affordable Housing Month. The event was broadly attended by an array of advocates, policymakers, academics, and nonprofit representatives.

Event 3. May 31, 2024 – Meeting with the City Manager – I attended my regular weekly meeting with the City Manager to go over upcoming council agendas and to discuss ongoing issues, including constituent matters.

Event 4. June 1, 2024 – Cupertino Little League Closing Ceremonies – Our local baseball Little League held its closing ceremonies for 2024 at Wilson Park. The league awarded trophies to players for achievements great and small and recognized the many contributions of parents to the functioning of the organization. Mayor Mohan gave a brief speech to commemorate the occasion and we were joined by Councilmember Moore, and Parks and Recreation Commissioners Shearin, Bono, and Stanek in support.
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City Council Councilmember Activity Report
2 Event 5. June 3, 2024 – Meeting with the City Manager and CDD Staff – I attended a meeting of the City Manager and Community Development Department staff (Luke Connolly and Piu Ghosh) to discuss upcoming zoning code amendments designed to implement the Housing Element.

Event 6. June 5, 2024 – Foothill- De Anza Community College District Pride Flag Raising Ceremony – Together with other local elected officials, I attended the annual Pride Flag Raising Ceremony at the FHDA Community College District Office.

Event 7. June 6, 2024 – Cupertino High School Commencement Ceremony – I attended the graduation ceremony for the Cupertino High School Class of 2024.

Event 8. June 7, 2024 – Meeting with the City Manager – I attended my regular weekly meeting with the City Manager to go over upcoming council agendas and to discuss ongoing issues, including constituent matters.

Event 9. June 7, 2024 – Cupertino Pride Flag Raising Ceremony – Together with Mayor Mohan and Councilmember Moore, I spoke at the annual City of Cupertino Pride Flag Raising Ceremony. For the first time, we raised the Progress Pride Flag to celebrate the inclusion of our trans residents and community members.
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1 CITY COUNCILMEMBER REPORT
Meeting: June 18, 2024
Reporting Councilmember: Mayor Sheila Mohan
Report Dates: 5/29/ 24 to 6/10/ 24
Item Date, Title, and Description:
5/30/ 24: I met on zoom with Jaria Jaug, Director, Working Partnerships USA who is requesting the City to support a resolution in support of commitment to affordable childcare. This was in anticipation of a November 2024 ballot measure proposing to raise wages for childcare providers.
5/31/24: Attended the Art Exhibition hosted by the Xianning Friendship City organization at the Cupertino Library. This was part of the cultural exchange between Cupertino and Xianning, and showcased the work of artists from and about Xianning. I made a few welcoming remarks and on behalf of the City presented a Certificate of Appreciation to Mr.

Min Song, the President of the Cupertino-Xianning Friendship City Committee. 6/1/24: Together with Vice Mayor Fruen and Councilmember Moore, I participated in the closing ceremony of the Cupertino Little League. The City Council had recently approved funding for a scoreboard at Wilson Park and the organizers were very appreciative of the City for supporting youth sports. I made a speech honoring the young players, coaches, parents, and volunteers. 6/1/24: Attended Dilli Haat, a festival organized by Enacte and WomenNow in celebration of the Indo-American community, culture and culinary excellence. The event was held in Memorial Park and was very well attended by hundreds of Bay Area residents. Councilmember Hung Wei and I spoke before the gathering which included elected officials from Sacramento and the Consul-General of India. 6/1/24: Attended the 11th anniversary celebration of the Hindu Temple in Alviso at 522
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City Council Councilmember Report
2 which many elected officials, including those from Sunnyvale, San Jose, Milpitas and the State Assembly acknowledged the work of the temple in building communities in many areas of the State.
6/5/24: I was honored to speak at the Foothill-DeAnza 3rd annual Pride Inclusive Flag Raising Ceremony and on behalf of the City present a Certificate of Appreciation to the College District for its efforts in building a community which nurtured inclusivity, acceptance, and love. I was particularly awed by the young people who spoke about the challenges they have faced and continue to face, and their courage in confronting them.
6/5/24: Attended a meeting via Zoom with a Cupertino resident who has concerns about the impact of SB 330 on our hillside and the potential danger to wildlife and nature.
6/7/24: Together with Vice Mayor Fruen, Councilmember Moore, County representatives, City staff, and community members, I was honored to participate and speak at Cupertino’s Pride Flag Raising and recognize June as LGBTQ+ Pride Month. Representatives from the offices of Senator Dave Cortese, Assemblymember Evan Low and US Rep Ro Khanna were also present. The Cupertino Library, the Bill Wilson Center, the LGBTQ + Youth Space, Billy DeFrank LGBTQ+ Community Center, and the County’s Q Corner Program generously shared resources and information with the community.
6/10/ 24: Attended the Apple WorldWide Developers Conference at Apple Park.

City Manager Pamela Wu and Assemblymember Evan Low also attended, and we were treated to 3 hours of presentations from Apple highlighting new features and major updates for Apple devices. We also got our first look at the AI (Artificial Intelligence) system that Apple is launching which will enable several seamless actions across various apps while prioritizing user privacy. 6/10/24: Hosted the monthly Chai and Chat with the Mayor at Berraco Coffee, a new addition to the coffee shop scene in our City. A curious and genuinely appreciative group of about 15 residents asked questions about issues concerning their neighborhood – public safety, housing, pavements, and schools. Thanks to Alex, owner of Berraco who was thrilled to host the group and provided a nice space to hold the event.
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City Council Councilmember Report
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1 CITY COUNCIL ACTIVITY REPORT
Meeting: June 18, 2024
Reporting Councilmember: Councilmember Kitty Moore
Report Activity Dates: 4/30/24 to 6/10/24
Event Date, Title, and Description:

April 30, 2024. Attended Water Quality 101 webinar hosted by SJW regarding water quality testing.

May 5, 2014. 1:1 meeting with City Manager.

May 5, 2024. Westport Senior BMR ribbon cutting. What a thrill to see the inside of the Westport Senior Below Market Rate housing after first seeing the project while serving on the Planning Commission.

May 6, 2024. City Council meeting.

May 11, 2024. Fremont Union High School District Centennial Celebration at Fremont High School. Attended the celebration and especially enjoyed seeing the yearbook photographs over the years and hearing the history of this excellent school district. 525
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City Council Councilmember Activity Report
2 May 11, 2024. AAPI Multicultural Festival at Cupertino’ s Civic Plaza. Enjoyed the dancing, martial arts, visual arts and community spirit at this year’ s event.

May 13, 2024. 1:1 with City Manager.

May 14, 2024. City Council meeting.

May 17, 2024. Budget Prep session with staff.

May 18, 2024. Attended the annual Creek Clean up Event at Wilson Park to clean the Regnart and Calabazas Creeks. This is always a very satisfying event to keep our creeks clear of plastic and other debris, like this broken bicycle which was tossed into the creek.

May 20, 2024. 1:1 with City Manager.

May 21, 2024. City Council meeting.

May 22, 2024. CalCities Peninsula Division luncheon. Topics: $20 Billion regional bond and the Taxpayer Protection Act.

May 22, 2024.. Santa Clara Library District Joint Powers ( SCCLD JPA) Authority 526
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City Council Councilmember Activity Report
3 Finance Committee meeting1. After approving the consent calendar and recommending the Board adopt the Fiscal Year (FY) 2024- 2025 Budget, the committee then reviewed the Independent Auditor’ s Report for the fiscal year ending June 30, 2023 and after asking a series of clarifying questions, the committee recommended the Board accept the report.

May 23, 2024. Attended the Boy Scouts of America annual breakfast to learn about the future of Scouting America. Our region will be introducing troops specifically for scouts with special needs expanding on the inclusivity of scouting to let all share in their programs.

May 26, 2024. De Anza College Environmental Studies program update. This quarter’ s course will complete the Advanced Environmental Studies Certificate. The class is especially useful because it is on Phase I Environmental Site Assessments which are generally found in all CEQA studies within the Hazards and Hazardous materials section. This is the 12th Environmental Studies course in the Environmental Resource Management and Pollution Prevention program to date. The program covers Environmental Law, Climate Change, General and Specific Plans, CEQA and EIRs, Industrial Ecology, ISO 14001 which applies Total Quality Management principles to environmental management systems.

May 31, 2024. Attended the Cupertino- Xianning Friendship City Committee Art Exhibit Celebration and enjoyed all the
beautiful works by our Friendship city
artists displayed in the Library
Expansion room.
1 SCCLD JPA agenda for the May 22, 2024 meeting is here:
https:// granicus_ production_ attachments. s3.amazonaws. com/ sccl/ dec74bc15d59c4b772650b33a4593f470. p df
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City Council Councilmember Activity Report
4 June 1, 2024. Attended the Cupertino Little League Award Ceremony at Wilson Park with council colleagues and commissioners. Congratulations to all of the teams, coaches, volunteers, and families for a successful season! June 1, 2024. Attended Dilli Haat to enjoy the dancing and festivities at Memorial Park.

It is wonderful to see the repurposed pond space put to great festival use for a fun event, which was concurrent with the De Anza College flea market.

June 3, 2024. Attended a budget Q and A session with finance staff and CM to go over cost allocation, carryovers, special projects and other budget topics June 3, 2024. Attended 2:1 with City Manager and City Attorney to review past and upcoming agenda items and other items of interest.

June 4, 2024. Special and Regular City Council Meeting.

June 6, 2024. Together with part of the Santa Clara County Library District (SCCLD) Joint Powers Authority ( JPA) Board and SCCLD Staff and former JPA members, attended the groundbreaking ceremony for “ The Nest” which is an office expansion 528
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City Council Councilmember Activity Report
5 adjacent to the SCCLD District HQ at 1344 Dell Avenue in Campbell. This beautifully designed building will provide space for reading programs and HQ office use, incorporating climate friendly energy efficient design, integrating bird safe and dark sky elements, while overlooking natural planting landscapes and the adjacent ponds.

Looking forward to the new addition!
June 6, 2024. Served at the SCCLD JPA Board meeting2. The Board received the Summer Reading Program presentation. Please join the over 3,000 readers who have signed up for the program! You may join in the fun here: https:// sccld.org/summer/ and yes, reading agenda packets counts! After passing the Consent Calendar which included many donations to our area libraries, the Board reviewed and approved the FY 25 Budget along with the Independent Audit Report. I serve on the JPA Finance Committee which had previously reviewed and approved the report. The Board appointed a nominating committee, received a report from our County Librarian Jennifer Weeks, said farewell to Chuck Griffen, Financial & Administrative Services Manager, who will be leaving the position in July after years of excellent service to the Library District. Lastly, the meeting was adjourned.

June 7, 2024. Attended the Cupertino Pride Flag Raising Event at Civic Center Plaza and made a brief speech regarding the importance of acceptance and belonging for well-being.
2 June SCCLD JPA Board Meeting Agenda:
https:// granicus_ production_ attachments. s3.amazonaws. com/ sccl/ 0aa9fa4705b4985ea192c7c164aa65ec0. p df
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1 CITY COUNCILMEMBER REPORT
Meeting: June 18, 2024
Reporting Councilmember: Councilmember Hung Wei
Report Dates: 5/28/24 to 6/10/24
Item Date, Title, and Description

1. Wednesday May 29, 2024 @ 5:30pm, Business Social hosted by Cupertino Chamber of Commerce at La Pizzeria
Attended the Business Social hosted by the Chamber at a local restaurant to network with local business owners. Vice Mayor Fruen was also attending.

2. Friday May 31, 2024 @ noon, quarterly Luncheon with retired and current City Council Women hosted by Campbell City Councilmember Susan Landry at Khahn’ s Restaurant in Campbell
Attended the quarterly get-together to socialize and network with fellow City Council Women. Mayor Sheila Mohan and Councilmember Kitty Moore were also attending.

3. Saturday June 1, 2024 @ 1:30pm, Dilli Haat @ Memorial Park Attended, with Mayor Sheila Mohan, Dilli Haat hosted by Women Now to bring families together and celebrate cultures at Memorial Park in Cupertino.

4. Monday June 10, 2024 @ 11:30am, California Cities Association Peninsula Division Executive Board ZOOM Meeting
Attended the ZOOM Meeting with Cal Cities Peninsula Division Executive Board, going over future events and the upcoming Cal Cities Conference in Long Beach. 530
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Cupertino City CouncilJune 18, 2024

Cupertino City Council
June 18, 2024