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23-111 Amendment #1 dated 1-24-24 for 11841 Upland Way1 FIRST AMENDMENT TO AGREEMENT 787 BETWEEN THE CITY OF CUPERTINO AND BASELINE ENVIRONMENTAL CONSULTING FOR 11841 UPLAND WAY This First Amendment to Agreement 787 between the City of Cupertino and Baseline Environmental Consulting is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Baseline Environmental Consulting, a Corporation (“Contractor”) whose address is 388 17th Street, Suite 230, Oakland, CA 94612, and is made with reference to the following: RECITALS: A. On October 03, 2023, Agreement 787 (“Agreement”) was entered into by and between City and Contractor for 11841 Upland Way. B. 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 2 of the Agreement is modified to read as follows: SERVICES 2.1 Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Contractor’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. Exhibit A of the Agreement is modified as follows: additional Scope of Services, attached here and incorporated as Exhibit A-1. 2. Paragraph 3 of the Agreement is modified to read as follows: 2 TIME OF PERFORMANCE 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. Exhibit B of the Agreement is modified as follows: additional Schedule of Performance, attached here and incorporated as Exhibit B-1. 3. Paragraph 4 of the Agreement is modified to read as follows: COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will be based upon actual costs but that will be capped so as not to exceed $4,050.00 (“Contract Price”), based upon the scope of services in Exhibit A, Exhibit A-1 and the budget and rates included in Exhibit C, Exhibit C-1, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. Exhibit C of the Agreement is modified as follows: additional Compensation, attached here and incorporated as Exhibit C-1. 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK [SIGNATURE PAGE TO FOLLOW] 3 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO BASELINE ENVIRONMENTAL CONSULTING By By Title Title Date Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date EXPENDITURE DISTRIBUTION Item PO Number Amount Original Contract Total 2024-291 $2,025.00 1st Amendment $2,025.00 Total $4,050.00 Cem Atabek Senior Environmental Engineer Jan 24, 2024 Christopher D. Jensen Director of Community Development Jan 24, 2024 Jan 24, 2024 1 Proposal for Peer Review of a Phase II Environmental Site Assessment 11841 Upland Way, Cupertino, CA Prepared for City of Cupertino – December 14, 2023 Scope of Work Baseline Environmental Consulting (Baseline) will perform a peer review of a Phase II Environmental Site Assessment (ESA) to be prepared for the property located at 11841 Upland Way in Cupertino, California (project site). Based on our review of a previously prepared Phase I ESA, we understand that the project site was historically used for agricultural purposes, therefore a focused Phase II ESA will be prepared by others to evaluate potential shallow soil contamination from agricultural contaminants. Baseline will prepare a peer review memo providing comments regarding the adequacy of the Phase II ESA and its conclusions and recommendations to ensure compliance with the requirements of Section 17.04.040B of the City’s Municipal Code. SCHEDULE Baseline will submit a draft memo within two weeks after receipt of the notice to proceed and Phase II ESA. A final memo will be prepared within two working days of receipt of comments from the City on the draft memo, if any. COST The estimated cost for preparation of the draft and final peer review memo is $2,025, which assumes one round of review from the City. Our work would be conducted on an hourly time‐ and‐materials, not‐to‐exceed basis. A detailed breakdown of costs is included in the attached table. If you have any questions or comments regarding this proposal, please do not hesitate to contact me at your convenience. Sincerely, Cem Atabek Senior Environmental Engineer EXHIBIT A-1 EXHIBIT B-1 EXHIBIT C-1 Hourly rate Task hrs cost hrs cost Peer Review Memo 1 $225 9 $1,800 $2,025 $225 Baseline Environmental Consulting Prepared for City of Cupertino – December 2023 Sr Environmental Engineer Cost Estimate for Peer Review of Phase II ESA, 11841 Upland Way, Cupertino, CA Principal Environmental Engineer $200 Total 23308-01 Baseline Phase II Peer Review CE-12/14/2023 1 of 1 12/7/2023 Leavitt Pacific Insurance Brokers, Inc. License #0D79674 1570 The Alameda, Suite 101 San Jose CA 95126 Tammie Stamp (408)288-6262 (408)298-7635 tammie-stamp@leavitt.com Baseline Environmental Consulting 388 17th Street, Suite 230 Oakland CA 94612 Westchester Surplus Lines Insurance Company10172 Hartford Accident & Indemnity Company 22357 Great American Alliance Insurance Company26832 24-25 Master A X X X 2,500 Ded Per Occur X X G46846436007 1/1/2024 1/1/2025 2,000,000 50,000 10,000 2,000,000 2,000,000 2,000,000 B X X 57UECIZ2279 1/1/2024 1/1/2025 2,000,000 A X X X 0 G46846448007 1/1/2024 1/1/2025 3,000,000 3,000,000 C WC066089910 1/1/2024 1/1/2025 X 1,000,000 1,000,000 1,000,000 A Pollution Liability G46846436007 1/1/2024 1/1/2025 $2,500 Ded 2,000,000 A Professional Liab-Claims-made G46846436007 1/1/2024 1/1/2025 2,500 Ded Per Claim/Limit Aggregate 2,000,000 RE: All Active Projects Professioinal Liability Retroactive date of 01/18/1990 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as additional insured as respects to Auto & General Liability with respects to work performed by the named insured as required by written contract. Primary and non-contributory wording applies. Workers' Compensation Waiver of Subrogation applies. 30 Day Notice of Cancellation applies. City of Cupertino Abby Ayende 10300 Torre Avenue Cupertino, CA 95014 AbigailA@cupertino.org Fred Stafford/CHDUEN Y The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L.EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes,describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S)AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.  Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 11841 Upland Way Final Audit Report 2024-01-24 Created:2024-01-24 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA1ViktYK7TD8zvy_LPi2TXMfq5jFRAlH7 "11841 Upland Way" History Document created by City of Cupertino (webmaster@cupertino.org) 2024-01-24 - 7:13:38 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-01-24 - 7:16:06 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-01-24 - 7:19:25 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to cem@baseline-env.com for signature 2024-01-24 - 7:19:28 PM GMT Email viewed by cem@baseline-env.com 2024-01-24 - 7:19:37 PM GMT- IP address: 74.125.209.32 Signer cem@baseline-env.com entered name at signing as Cem Atabek 2024-01-24 - 7:45:19 PM GMT- IP address: 216.218.207.198 Document e-signed by Cem Atabek (cem@baseline-env.com) Signature Date: 2024-01-24 - 7:45:21 PM GMT - Time Source: server- IP address: 216.218.207.198 Document emailed to christopherj@cupertino.org for signature 2024-01-24 - 7:45:24 PM GMT Email viewed by christopherj@cupertino.org 2024-01-24 - 7:49:10 PM GMT- IP address: 174.194.140.142 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2024-01-24 - 8:31:15 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-01-24 - 8:31:17 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2024-01-24 - 8:31:20 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2024-01-24 - 8:45:22 PM GMT- IP address: 104.47.73.126 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2024-01-24 - 8:46:08 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-01-24 - 8:46:11 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-01-24 - 9:24:25 PM GMT- IP address: 104.47.73.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-01-24 - 9:24:34 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2024-01-24 - 9:24:34 PM GMT