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24-041 Amendment #1 dated 9-30-24 20638 Cleo Avenue Development Project1 FIRST AMENDMENT TO AGREEMENT 857 BETWEEN THE CITY OF CUPERTINO AND PLACEWORKS, INC FOR PREPARATION OF INITIAL STUDY AND MITIGATED NEGATIVE DECLARATION (IS/MND) FOR THE 20638 CLEO AVENUE DEVELOPMENT PROJECT This First Amendment to Agreement 857 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Placeworks, Inc., a Corporation (“Contractor”) whose address is 1625 Shattuck Avenue Suite 300, Berkeley, CA 94709, and is made with reference to the following: RECITALS A. On April 17, 2024, Agreement 857 (“Agreement”) was entered into by and between City and Contractor for preparation of Initial Study and Mitigated Negative Declaration (IS/MND) for the 20638 Cleo Avenue Development project. 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. TIME OF PERFORMANCE: Paragraph 3 of the Agreement is modified to read as follows: This Agreement begins on the Effective Date and ends on March 31, 2025 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by March 31, 2025. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here as Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. Exhibit B of the Agreement is replaced with Exhibit B-1, attached hereto. 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. 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 PLACEWORKS, INC By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Base 2024-467 $55,800.00 1st Amendment - $0.00 Total $55,800.00 Principal Sep 30, 2024 Christopher D. Jensen Director of Community Development Sep 30, 2024 Sep 30, 2024 Task 4/8 4/15 4/22 4/29 5/6 5/13 5/20 5/27 10/7 10/14 10/21 10/28 11/4 11/11 11/18 11/25 12/2 12/9 12/16 12/23 12/30 1/6 1/13 1/20 1/27 2/3 2/10 2/17 2/24 3/3 3/10 3/17 3/24 3/31 Task A. Project Initiation 5/9 Task B. Mitigated Negative Declaration Option 1/2 1/21 Key: City City Observed Holidays PlaceWorks Meetings and Hearings Public Review Periods Approval Hearings and NOD Initial Study/Mitigated Negative Declaration/Notice of Intent October November 20-day Public Review Response to Comments 20638 Cleo Avenue Development Project Project Management and Status Meetings (ongoing) Project Description 2024 March 2025 December January FebruaryAprilMay EXHIBIT B-1 B 5,000,000 EPK148300 5,000,000 LOS-002212059-30 1,000,000 4,000,000 X 25674 4,000,000 Irvine, CA 92614 N X Comp/Coll Deductibles BI & PD Ded. $5,000 07/01/2024 3 07/01/2025 07/01/2024 07/01/2025 BA-1N96406A-24-43-G Errors & Omissions-Claims Made B 5,000,000 5,000,000 Travelers Property Casualty Co. Of America 1,000,000 X A X Liability. Waiver of subrogation is applicable where required by written contract with respect to General and Auto Liability. 1,000 X 07/01/2024 07/01/2024 5,000,000 Re: IS/MND Cupertino CA The City of Cupertino, its city council, boards and commissioners, officers, employees, and volunteers are included as additional insured where required by written contract with respect to General and Auto Liability. X Contractors Pollution Cupertino, CA 95014 City of Cupertino This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract with respect to General X A CN115158923-01-01-24-25 Each Claim/Aggregate 10,000 07/01/2025 1,000,000 EX-6J328756-24-43 Retro Dates: See 2nd Page 5,000,000 44520 100,000 1,000,000 07/01/2025 UB-7K728676-24-43-G 17901 Von Karman Avenue, Suite 1100 Marsh Risk & Insurance Services X (949) 399-5800; License #0437153 Attn: NewportBeach.CertRequest@marsh.com/F: 212-948-4323 3 MacArthur Place, Suite 1100 PlaceWorks, Inc Santa Ana, CA 92707 EPK148300 07/01/2024 10300 Toree Ave. X X 07/01/2024 B X 07/01/2025 Crum & Forster Specialty Insurance Co X BUSINESS AUTO EXTENSION ENDORSEMENT © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: BA-1N96406A-24-43-G Effective Date: 07/01/2024 © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: BA-1N96406A-24-43-G Effective Date: 07/01/2024 Includes copyrighted material of Insurance Services Office, Inc. with its permission. © 2015 The Travelers Indemnity Company. All rights reserved. Policy Number: BA-1N96406A-24-43-G Effective Date: 07/01/2024 © 2015 The Travelers Indemnity Compa ny. All rights reserved . Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: BA-1N96406A-24-43-G Effective Date: 07/01/2024 Policy Number: EPK148300 Term: 07/01/2024-07/01/2025 Policy Number: EPK148300 Term: 07/01/2024-07/01/2025 TRAVELERS] ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COHPEHSATIOR AND EMPLOYERS LIABILITY POLICY we 99 83 76 { A) - 001 ENDORSEMENT PO"i.JCY UB-7K72867624-43-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORN (BLANKET WAIVER) We have the right to recover our payments from anyone liable for en Injury covered by this policy. We will not enforce our right against the pets0n or organization named in the Schedule. The additional premium for this endorsement shall be 2. oo mium. Person or Organlzallon ANY PERSON OR ORGANJ:ZAl'XO FOR WlllCH THE INSORRD JlAS AGRDD BY WRITTEN CONTRACT EXEC1J'l'Jro PRIOR TO LOSS TO FURNJ:SH TRIS 'IIAJ:VBR, Sched'-'le % of the Ca6fornia workers' compensation pre- Job Description 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 pollcy.) Endorsement Effective Insured Insurance Company DATE OF ISSUE:07/01/2024 Policy No. ST ASSIGN: Endorsement No. Premium Pagel oft Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: August 2024 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 Version: August 2024 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 Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. 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. 20638 Cleo Avenue Development Project Final Audit Report 2024-09-30 Created:2024-09-26 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAACZWVQGbmI1Cll4ZHc-K41bQHWzcZ8Hep "20638 Cleo Avenue Development Project" History Document created by Webmaster Admin (webmaster@cupertino.org) 2024-09-26 - 6:41:59 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-09-26 - 6:45:41 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2024-09-26 - 6:46:25 PM GMT- IP address: 3.232.50.116 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-09-26 - 6:50:14 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to Terri McCracken (tmccracken@placeworks.com) for signature 2024-09-26 - 6:50:16 PM GMT Email viewed by Terri McCracken (tmccracken@placeworks.com) 2024-09-28 - 4:20:49 AM GMT- IP address: 104.28.111.137 Document e-signed by Terri McCracken (tmccracken@placeworks.com) Signature Date: 2024-09-30 - 3:13:31 PM GMT - Time Source: server- IP address: 174.208.160.27 Document emailed to Christopher Jensen (christopherj@cupertino.org) for signature 2024-09-30 - 3:13:34 PM GMT Email viewed by Christopher Jensen (christopherj@cupertino.org) 2024-09-30 - 3:13:55 PM GMT- IP address: 3.232.50.116 Signer Christopher Jensen (christopherj@cupertino.org) entered name at signing as Christopher D. Jensen 2024-09-30 - 3:19:00 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-09-30 - 3:19:02 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2024-09-30 - 3:19:05 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2024-09-30 - 3:19:25 PM GMT- IP address: 52.202.236.132 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2024-09-30 - 6:09:03 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-09-30 - 6:09:06 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-09-30 - 6:09:43 PM GMT- IP address: 3.232.50.116 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-09-30 - 6:21:32 PM GMT - Time Source: server- IP address: 176.108.138.169 Agreement completed. 2024-09-30 - 6:21:32 PM GMT