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18-120 Amendment #2 dated 7-11-24 On Call Traffic Review1 SECOND AMENDMENT TO AGREEMENT 18-120 BETWEEN THE CITY OF CUPERTINO AND HEXAGON TRANSPORTATION CONSULTANTS FOR ON-CALL TRAFFIC REVIEW SERVICES This Second Amendment to Agreement 18-120 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Hexagon Transportation Consultants, a Corporation (“Contractor”) whose address is 100 Century Center Court, Suite 501, San Jose, CA 95112, and is made with reference to the following: RECITALS: A. On June 12, 2018, Agreement 18-120 (“Agreement”) was entered into by and between City and Contractor for On-call traffic review as needed and as directed. B. On June 22, 2022, City and Contractor entered into a First Amendment to the Agreement. C. The Original Agreement and First Amendment are collectively referred to as the “Agreement” unless otherwise indicated. D. 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 3 of the Agreement is modified to read as follows: TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2025 ("Contract Time"), unless terminated earlier as provided herein. 3.2 Schedule of Performance. Contractor must deliver the Services within the time specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptly to each Service Order request. 2. 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 2 Services a total amount that will be based upon actual costs but that will be capped so as not to exceed $60,000 (“Contract Price”), based upon the Scope of Services in Exhibit A and the budget and rates included. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. 4.2 Per Service Order. Compensation for Services provided under a Service Order will be based on the rates set forth in the Service Order which shall not exceed the capped amount specified in the Service Order. 4.3 Invoices and Payment. Except as otherwise provided in a Purchase Order, monthly invoices must state a description of the deliverables completed and the amount due for the preceding month. Thirty days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Noncompliance with this requirement relieves the City of any further payment or other obligations under the Agreement. 3. Exhibit A-1 to the agreement is replaced with Exhibit A-2, attached hereto. 4. 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. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO HEXAGON TRANSPORTATIION CONSULTANTS By By Title Title Date Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date Gary Black President Jun 28, 2024 Christopher D. Jensen Benjamin Fu Director of Community Development Jul 3, 2024 Kirsten Squarcia Jul 11, 2024 3 EXPENDITURE DISTRIBUTION Item PO Number Amount Original Amount - $40,000 1st Amendment $20,000 2nd Amendment $0 Total $60,000 June 27, 2024 Mr. Robert Dacanay Community Development City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Re: Updated Contract for On-call Traffic Review Services Dear Mr. Dacanay: Hexagon Transportation Consultants, Inc. is pleased to submit this proposal to update our contract with Cupertino to provide on-call traffic review services. We understand that our current contract has an expiration date of June 30, 2024. We are happy to continue to offer services to the City of Cupertino. We understand that our contract still has sufficient funding available, so only the date needs to be extended. Attached are 2024 charge rates and our current certificate of insurance. We appreciate the opportunity to continue to serve Cupertino. If you have any questions, please do not hesitate to call. Sincerely, HEXAGON TRANSPORTATION CONSULTANTS, INC. Gary K. Black President EXHIBIT A-2 Mr. Robert Dacanay June 27, 2024 Page 2 of 2 Hexagon 2024 Billing Rates  Professional Classification Rate per Hour President $335 Principal $290 Senior Associate II $270 Senior Associate I $250 Associate II $225 Associate I $200 Planner/Engineer II $170 Planner/Engineer I $140 Admin/Graphics $120 Assistant Planner/Engineer $115 Technician $85 Direct expenses are billed at actual costs, with the exception of mileage, which is reimbursed at the current rate per mile set by the IRS. Billing rates shown are effective January 1, 2024 and subject to change January 1, 2025. The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$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 PERSTATUTE 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. 2/28/2024 R.C.Fischer &Co. P.O.Box 8101 Walnut Creek CA 94596 April Carter 925-627-5466 925-932-0962 acarter@rcfischer.com The Travelers Indemnity Company of Connecticut 25682 HEXAG-1 Argonaut Insurance Company 19801HexagonTransportationConsultants,Inc. 100 Century Center Court San Jose CA 95112 The Travelers Indemnity Company 25658 Travelers Property Casualty Company of America 25674 Republic Indemnity Company of America 22179 1097405728 A X 2,000,000 X 1,000,000 5,000 2,000,000 4,000,000 X Y Y 6807H532991 3/1/2024 3/1/2025 4,000,000 C 1,000,000 XX BA4R517440 3/1/2024 3/1/2025 D X 5,000,000 X 0 CUP5819P929 X 5,000,000 3/1/2024 3/1/2025 E Y 25554403 3/1/2024 3/1/2025 X 1,000,000 1,000,000 1,000,000 B Professional Liability Claims-Made Form Retro Date:03/01/1998 121AE000328805 3/1/2024 3/1/2025 Each Claim Aggregate Deductible $4,000,000 $4,000,000 $5,000 30 days'notice of cancellation;10 days'notice of cancellation for non-payment of premium. City of Cupertino 10300 Torre Avenue Cupertino CA 95014 Named Insured: Hexagon Transportation Consultants, Inc. Policy No. 6807H532991 Named Insured: Hexagon Transportation Consultants, Inc. Policy No. 680-7H32991 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. ” 1983 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) Schedule State Person or Organization Job Description California All persons or organizations whom the Named Insured has agreed by written contract to furnish this waiver. All jobs whom the Named Insured has agreed by written contract to furnish this waiver. The charge for this endorsement shall be 3% of total manual premium, subject to a minimum premium of $100. This charge will be billed on your next invoice based on current manual premium, and the final charge will be calculated and billed at the final audit. WC 00 03 13 (Ed. 04-84) 1 of 2 Insured Copy WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) ” 1983 National Council on Compensation Insurance. WC 00 03 13 (Ed. 04-84) 2 of 2 Insured Copy This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Republic Indemnity Company of America Company Number 19739 Insured Hexagon Transportation Consultants, Inc. Policy Number 255544-03 Endorsement Number 3 Endorsement Effective March 01, 2024 Printed On February 28, 2024 Countersigned by : Insurance Requirements for Professional/Specialized Services Agreement 1 Version: Sept. 2019 Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance and results of the Services hereunder by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1.Commercial General Liability (CGL): Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, contractual liability, property damage, bodily injury, and personal and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project (ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a.It shall be a requirement under this agreement 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 (1) the minimum coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b.Additional Insured coverage under Contractor'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 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 Form Number CA 00 01 covering any auto (Code 1), or, if Contractor has no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), 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 if Contractor provides written verification it has no employees). 4.Professional Liability. Insurance which includes coverage for professional acts, errors and omissions, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable). If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not EXHIBIT C Insurance Requirements Professional/Specialized Services Agreement Insurance Requirements for Professional/Specialized Services Agreement 2 Version: Sept. 2019 available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Contract, the Contractor’s insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor’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 Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions City may approve self-insured retentions and require proof of Contractor’s ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better. Claims Made Policies (applicable only to professional liability) If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the Effective Date of the Contract. 2. Insurance must be maintained for at least five (5) years after completion of the Services. 3. 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 Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. Verification of Coverage Contractor shall furnish the City with acceptable original 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 to City prior to commencing the Services. City retains the right to demand verification of compliance at any time during the Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Insurance coverage shall not limit Contractor’s duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. On Call Traffic Review Final Audit Report 2024-07-11 Created:2024-06-28 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAGJdEZeyOe_oJhbky1tiK4jSvtQsyXj3T "On Call Traffic Review" History Document created by Webmaster Admin (webmaster@cupertino.org) 2024-06-28 - 5:23:56 AM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-06-28 - 5:27:27 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-06-28 - 2:10:30 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to gblack@hextrans.com for signature 2024-06-28 - 2:10:32 PM GMT Email viewed by gblack@hextrans.com 2024-06-28 - 2:20:37 PM GMT- IP address: 209.214.83.42 Signer gblack@hextrans.com entered name at signing as Gary Black 2024-06-28 - 2:21:13 PM GMT- IP address: 209.214.83.42 Document e-signed by Gary Black (gblack@hextrans.com) Signature Date: 2024-06-28 - 2:21:15 PM GMT - Time Source: server- IP address: 209.214.83.42 Document emailed to christopherj@cupertino.gov for signature 2024-06-28 - 2:21:17 PM GMT Email viewed by christopherj@cupertino.gov 2024-06-28 - 2:45:05 PM GMT- IP address: 104.47.73.126 Signer christopherj@cupertino.gov entered name at signing as Christopher D. Jensen 2024-06-28 - 2:45:44 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.gov) Signature Date: 2024-06-28 - 2:45:46 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to benjaminf@cupertino.gov for signature 2024-06-28 - 2:45:48 PM GMT Email viewed by benjaminf@cupertino.gov 2024-06-28 - 3:43:29 PM GMT- IP address: 104.28.85.130 Signer benjaminf@cupertino.gov entered name at signing as Benjamin Fu 2024-07-03 - 9:05:21 PM GMT- IP address: 64.165.34.3 Document e-signed by Benjamin Fu (benjaminf@cupertino.gov) Signature Date: 2024-07-03 - 9:05:23 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to kirstens@cupertino.gov for signature 2024-07-03 - 9:05:25 PM GMT Email viewed by kirstens@cupertino.gov 2024-07-03 - 9:05:30 PM GMT- IP address: 52.202.236.132 Email viewed by kirstens@cupertino.gov 2024-07-11 - 7:00:57 PM GMT- IP address: 3.232.50.116 Signer kirstens@cupertino.gov entered name at signing as Kirsten Squarcia 2024-07-11 - 8:30:02 PM GMT- IP address: 64.165.34.3 Document e-signed by Kirsten Squarcia (kirstens@cupertino.gov) Signature Date: 2024-07-11 - 8:30:04 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2024-07-11 - 8:30:04 PM GMT