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24-157 Amendment #1 dated 3-4-25 Hexagon Transportation Consultants1 FIRST AMENDMENT TO AGREEMENT 973 BETWEEN THE CITY OF CUPERTINO AND HEXAGON TRANSPORTATION CONSULTANTS FOR PEER REVIEW OF A TDM PLAN PREPARED TO ADDRESS PARKING DEMAND AT THE CUPERTINO VILLAGE SHOPPPING CENTER This First Amendment to Agreement 973 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 December 9, 2024, Agreement 973 (“Agreement”) was entered into by and between City and Contractor for Peer Review of a TDM Plan prepared to address parking demand at the Cupertino Village Shopping Center. 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 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 a total amount that will based upon actual costs but that will be capped so as not to exceed $6,000 ("Contract Price"), based upon the Scope of Services in Exhibit A and the budget and rates included in Exhibit C-1. 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 Payments. 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 City of any further payment or other obligations under the Agreement. 3 Exhibit C to the Agreement is replaced with Exhibit C-1, attached hereto. 2 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. 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 By Title Date APPROVED AS TO FORM Interim City Attorney ATTEST: City Clerk Date HORTSCIENCE | BARTLETT CONSULTING By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Base $5,000 1st Amendment $1,000 Total $6,000 Brian Jackson Senior Associate 02/28/2025 Director of Community Development 03/04/2025 03/04/2025 February 25, 2025 Mr. Gian Martire Senior Planner City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Re: Proposal to Prepare a Peer Review of a TDM Plan Prepared to Address Parking Demand at the Cupertino Village Shopping Center in Cupertino, CA Dear Mr. Martire: Hexagon Transportation Consultants, Inc. is pleased to submit this proposal to prepare a peer review of a TDM Plan prepared to address parking demand at the Cupertino Village Shopping Center in Cupertino, CA. Hexagon will review the TDM Plan prepared for the project for completeness and accuracy, according to City of Cupertino TDM requirements and typical expectations for TDM Plans. The results of the peer review will be documented in a memorandum. Barring any unforeseen delays, the draft peer review memo will be submitted three weeks after receipt of a signed contract agreement. The final peer review memo will be delivered one week after receipt of all City review comments. Hexagon will review the final version of the TDM Plan and go through the final TDM Plan with the project applicant, if requested. The cost for the peer review will be based on staff time not to exceed $6,000 (based on the attached 2024 billing rates). We are ready to sign your standard contract agreement. We appreciate your consideration of Hexagon Transportation Consultants for this assignment. If you have any questions please do not hesitate to call. Sincerely, HEXAGON TRANSPORTATION CONSULTANTS, INC. Brian Jackson Senior Associate EXHIBIT C-1 Mr. Gian Martire February 25, 2025 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. 2/28/2025 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 The Travelers Indemnity Company 25658HexagonTransportationConsultants,Inc. 100 Century Center Court San Jose CA 95112 Travelers Property Casualty Company of America 25674 Republic Indemnity Company of America 22179 HDI Global Specialty SE 718469096 A X 2,000,000 X 1,000,000 X Deductible $0 5,000 2,000,000 4,000,000 X Y Y 6807H532991 3/1/2025 3/1/2026 4,000,000 Deductible 0 B 1,000,000 XX BA4R517440 3/1/2025 3/1/2026 C X 5,000,000 X 0 CUP5819P929 X 5,000,000 3/1/2025 3/1/2026 D Y 25554404 3/1/2025 3/1/2026 X 1,000,000 1,000,000 1,000,000 E Professional Liability Claims-Made Form Retro Date:03/01/1998 FRSHPPL0001194201 3/1/2025 3/1/2026 Each Claim Aggregate Deductible $2,000,000 $4,000,000 $10,000 30 days'notice of cancellation;10 days'notice of cancellation for non-payment of premium. No Deductible on Workers Comp.Additional insured per written contract or agreement.Insurance is Primary (section 2,page 1 of endorsement). 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 POLICY NUMBER: 680-7H532991-25-47 ISSUE DATE: 01/18/2025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION -NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: ___ 3_o ___ _ WHEN WE DO NOT RENEW (Nonrenewal): Number of Days Notice: ___ 3_o ___ _ PERSON OR ORGANIZATION: CITY OF Cupertino, ITS ELECTED AND APPOINTED OFFICERS, EMPLOYEES ANDAGENTS ADDRESS: 10300 Torre Avenue Cupertino, CA 95014 PROVISIONS A.If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. B.If we do not renew this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of nonrenewal to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for When We Do Not Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. IL T4 00 OS 19 © 2019 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 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 255544-04 Endorsement Number 3 Endorsement Effective March 01, 2025 Printed On February 21, 2025 Countersigned by : 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. HEXAGON TRANSPORTATION CONSULTANTS Final Audit Report 2025-03-05 Created:2025-02-28 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA2hJvwC-KFdkOcQ55kYiAIsg93XiPuUpE "HEXAGON TRANSPORTATION CONSULTANTS" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-02-28 - 7:21:51 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-02-28 - 7:24:01 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-02-28 - 7:24:08 PM GMT- IP address: 52.202.236.132 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-02-28 - 10:07:40 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to bjackson@hextrans.com for signature 2025-02-28 - 10:07:42 PM GMT Email viewed by bjackson@hextrans.com 2025-03-01 - 1:25:33 AM GMT- IP address: 209.214.83.42 Signer bjackson@hextrans.com entered name at signing as Brian Jackson 2025-03-01 - 1:26:44 AM GMT- IP address: 209.214.83.42 Document e-signed by Brian Jackson (bjackson@hextrans.com) Signature Date: 2025-03-01 - 1:26:46 AM GMT - Time Source: server- IP address: 209.214.83.42 Document emailed to Floy Andrews (floya@cupertino.gov) for signature 2025-03-01 - 1:26:48 AM GMT Email viewed by Floy Andrews (floya@cupertino.gov) 2025-03-01 - 1:26:56 AM GMT- IP address: 3.232.50.116 Document e-signed by Floy Andrews (floya@cupertino.gov) Signature Date: 2025-03-04 - 6:51:20 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2025-03-04 - 6:51:22 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2025-03-04 - 6:51:30 PM GMT- IP address: 52.202.236.132 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2025-03-05 - 1:32:57 AM GMT - Time Source: server- IP address: 166.199.151.65 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-03-05 - 1:33:00 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-03-05 - 1:33:34 AM GMT- IP address: 3.232.50.116 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-03-05 - 5:42:49 AM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-03-05 - 5:42:49 AM GMT