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23-023 Amendment #1 dated 4-30-24 Urban Futures Inc for Ongoing Financial Consulting and Municipal Advisory Services1 FIRST AMENDMENT TO AGREEMENT 684 BETWEEN THE CITY OF CUPERTINO AND URBAN FUTURES INC. FOR MUNICIPAL ADVISORY SERVICES This First Amendment to Agreement 684 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Urban Futures Inc., a Corporation (“Contractor”) whose address is 17821 E. Seventeenth St., Ste. 245, Tustin, CA 92780, and is made with reference to the following: RECITALS: A. On April 3, 2023, Agreement 684 (“Agreement”) was entered into by and between City and Contractor for ongoing financial consulting and municipal advisory services. 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. COMPENSATION Paragraph 4 of the Agreement is modified to read as follows: 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $20,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in 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. 2. Exhibit C to the Agreement is replaced with Exhibit C-1, attached hereto. 3. 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. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date URBAN FUTURES INC. By Title Date Managing Director 04/30/24 Director of Administrative Services 04/30/24 Christopher D. Jensen 04/30/24 Exhibit C-1 Compensation UFI will carry out its work on an actual time and materials basis at a rate of $325/hour, with a not-to-exceed fee of $20,000. Costs for telephone, e-mail and facsimile expenses, postage and incidental photocopying are included within the above noted rate. The rate does not include out -of-pocket expenses that may be incurred during the work. Out-of-pocket expenses include inter- regional travel, project specific services or data from third-party vendors (prior approval required), or extraordinary or specifically requested materials, supplies, printing, or electronic data storage. All out-of-pocket expenses will be charged on an actual cost basis. Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.  Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 04/18/2024 Michael Geffre Insurance Agency 32392 Coast Hwy Ste 260 Laguna Beach, CA 92651 949-494-7261 949-494-4481 URBAN FUTURES, INC. dba ISOM ADVISORS 1470 MARIA LANE, SUITE 315 WALNUT CREEK, CA 94596 ATEGRITY SPECIALTY INSURANCE CO 16427 MID-CENTURY INSURANCE COMPANY 21687 PENN STAR INSURANCE COMPANY 10673 WESTCHESTER SURPLUS LINES 10172 UNDERWRITERS AT LLOYDS OF LONDON 15792 1,000,000 100,000 5,000 1,000,000 2,000,000 Not Covered B 1,000,000 2,000,000 2,000,000 A SEXUAL/PHYSICAL ABUSE 01-C-PK-P20094043-0 12/27/2023 12/27/2024 LIMIT $25K/$50K PER OCCURRENCE $2,000,000 LIMIT $2,000,000 CITY OF CUPERTINO 10300 TORRE AVE CUPERTINO, CA 95014 A 01-C-PK-P20094043-0 12/27/2023 12/27/2024 605900024 03/11/2024 03/11/2025 C XPA0010121 12/27/2023 12/27/2024 D E PROFESSIONAL LIABILITY CYBER LIABILITY G74382708002 ESM0039844278 12/23/2023 12/23/2023 12/23/2024 12/23/2024 THE CITY OF CUPERTINO, ITS CITY COUNCIL, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS, AND VOLUNTEERS ARE COVERED AS ADDITIONAL INSUREDS ON CGL AND AUTOMOBILE LIABILITY POLICIES. COMMERCIAL GENERAL LIABILITY DEDUCTIBLE: $5,000 02/07/2024 POLICY NUMBER:COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 oo DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective:Countersigned By: Named Insured: (Authorized Representative) SCHEDULE Name of Person(s) or Organization(s): (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. 04/18/2024 605900024 URBAN FUTURES, INC. CITY OF CUPERTINO Name Of Person(s) Or Organization(s): Additional Premium $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. E3153 1st Edition CHANGES IN TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Endorsement Effective:Countersigned By: Named Insured: (Authorized Representative) SCHEDULE (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The Transfer Of Rights Of Recovery Against Others To Us Condition does not apply to the person(s) or organization(s) shown in the Schedule. We will retain the additional premium shown above, regardless of any early termination of this endorsement or the policy. E3153-ED1 6-06 Page 1 of 1 91-3153 E3153101 This endorsement is part of your policy. It supersedes and controls anything to the contrary. It is otherwise subject to all the terms of the policy. CITY OF CUPERTINO URBAN FUTURES, INC. 04/18/2024 04/18/2024 Marsh Affinity a division of Marsh USA LLC. PO BOX 14404 Des Moines, IA 50306-9686 Marsh Affinity 800-743-8130 ADPTotalSource@marsh.com AIU Insurance Company 19399 A 07/01/2023 07/01/2024 2,000,000 2,000,000 2,000,000 ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Urban Futures Inc 1470 MARIA LANE STE 315 Walnut Creek, CA 945960000 WC 034284166 CAX All worksite employees working for Urban Futures Inc paid under ADP TOTALSOURCE, INC.'s payroll, are covered under the above stated policy. WAIVER OF SUBROGATION IN FAVOR OF City of Cupertino its City Council, Officers, Officials, Employees, Agents, Servants and Volunteers. AS RESPECTS OF JOB PERFORMED BY Urban Futures Inc AS REQUIRED BY WRITTEN CONTRACT. City of Cupertino 10300 Torre Ave Cupertino, CA 95014 X WAIVER OF SUBROGATION IN FAVOR OF City of Cupertino its City Council, Officers, Officials, Employees, Agents, Servants and Volunteers. AS RESPECTS OF JOB PERFORMED BY Urban Futures Inc AS REQUIRED BY WRITTEN CONTRACT. City of Cupertino 10300 Torre Ave Cupertino, CA 95014 07/01/2023 WC 034284166 CA AIU Insurance Company ADP TotalSource DE IV, Inc. 5800 Windward Parkway Alpharetta, GA 30005 L/C/F: Urban Futures Inc 1470 MARIA LANE STE 315 Walnut Creek, CA 945960000 Ongoing Financial Consulting and Municipal Advisory Services Final Audit Report 2024-04-30 Created:2024-04-24 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAARDzJ3dMdBbAiaz1XwgzMpK8ewRTywS0D "Ongoing Financial Consulting and Municipal Advisory Services" History Document created by Webmaster Admin (webmaster@cupertino.org) 2024-04-24 - 4:48:07 PM GMT- IP address: 35.229.54.2 Document emailed to Janet Liang (janetl@cupertino.org) for approval 2024-04-24 - 4:50:03 PM GMT Email viewed by Janet Liang (janetl@cupertino.org) 2024-04-24 - 4:50:24 PM GMT- IP address: 104.47.74.126 Document approved by Janet Liang (janetl@cupertino.org) Approval Date: 2024-04-24 - 4:50:53 PM GMT - Time Source: server- IP address: 24.6.211.237 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-04-24 - 4:50:57 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-04-24 - 5:40:02 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to Wing-See Fox (wingseef@urbanfuturesinc.com) for signature 2024-04-24 - 5:40:07 PM GMT Email viewed by Wing-See Fox (wingseef@urbanfuturesinc.com) 2024-04-26 - 1:37:08 PM GMT- IP address: 104.28.124.106 Document e-signed by Wing-See Fox (wingseef@urbanfuturesinc.com) Signature Date: 2024-04-30 - 3:58:06 PM GMT - Time Source: server- IP address: 76.126.3.182 Document emailed to Kristina Alfaro (kristinaa@cupertino.org) for signature 2024-04-30 - 3:58:11 PM GMT Email viewed by Kristina Alfaro (kristinaa@cupertino.org) 2024-04-30 - 4:08:20 PM GMT- IP address: 104.47.73.254 Document e-signed by Kristina Alfaro (kristinaa@cupertino.org) Signature Date: 2024-04-30 - 4:08:38 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to christopherj@cupertino.org for signature 2024-04-30 - 4:08:43 PM GMT Email viewed by christopherj@cupertino.org 2024-04-30 - 4:09:09 PM GMT- IP address: 104.47.74.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2024-04-30 - 4:28:12 PM GMT- IP address: 64.165.34.3 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-04-30 - 4:28:14 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-04-30 - 4:28:18 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-04-30 - 4:38:18 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-04-30 - 4:38:26 PM GMT - Time Source: server- IP address: 162.245.20.145 Agreement completed. 2024-04-30 - 4:38:26 PM GMT