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06-106 Insight_Amendment #8 dated 6-30-251 EIGHTH AMENDMENT TO AGREEMENT 107 BETWEEN THE CITY OF CUPERTINO AND INSIGHT CONSULTING SERVICES FOR CONSULTATION SERVICES This Eighth Amendment to Agreement 107 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Insight Consulting Services, a limited liability company (“Consultant”) whose address is PO Box 731069 Dallas, Texas 75373, and is made with reference to the following: RECITALS: A. The City and the Consultant entered into an Agreement for Consultation Services (“Original Agreement”) effective July 1, 2006, with a term expiring on June 30, 2011. B. The City and the Consultant entered into a First Amended and Restated Agreement for Consultation Services (“First Amended Agreement”) effective July 1, 2011 with a term expiring on June 30, 2016; and C. The City and the Consultant entered into a Second Amended and Restated Agreement for Consultation Services (“Second Amended Agreement”) effective July 1, 2016 with a term expiring on June 30, 2020; and D. The City and the Consultant entered into a Third Amendment to the Agreement (“Third Amended Agreement”) effective July 1, 2020 with a term expiring on June 30, 2021; and E. The City and the Consultant entered into a Fourth Amendment to the Agreement (“Fourth Amended Agreement”) effective July 1, 2021 with a term expiring on June 30, 2022; and F. The City and the Consultant entered into a Fifth and Restated Agreement for Consultation Services (“Fifth Amended Agreement”) effective July 1, 2022 with a term expiring on June 30, 2023; and G. The City and the Consultant entered into a Sixth Amendment to the Agreement (“Sixth Amended Agreement”) effective July 1, 2023 with a term expiring on June 30, 2024; and H. The City and the Consultant entered into a Seventh Amendment to the Agreement (“Seventh Amended Agreement”) effective July 1, 2024 with a term expiring on June 30, 2025; and I. The Original Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, and Seventh Amendment are collectively referred to as the “Agreement” unless otherwise indicated. J. Section 6(c) of the Second Amended Agreement states the “City shall have six one- year options that the City may exercise in its sole discretion and if it chooses to exercise any 2 option(s) unless the parties mutually agree to amend any term or condition of this Agreement; and NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. The City of Cupertino shall exercise the sixth of six one-year options to extend the consultation services. This extension begins on July 1, 2025 and ends on June 30, 2026, unless terminated earlier pursuant to the terms of the Second Amended Agreement. 2. Consultant shall maintain insurance coverage as provided in Exhibit D, attached hereto. 3. Except as expressly modified herein, all other terms and covenants set forth in the Second Amended 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. CONTRACTOR By Title Date CITY OF CUPERTINO By Title Date APPROVED AS TO FORM Senior Assistant City Attorney ATTEST: City Clerk Date 06/30/2025 SVP Tax and Treasurer 06/30/2025 Interim City Manager 06/30/2025 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: May 2025 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) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. 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 allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and 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. The City’s own insurance or self-insurance shall not be called upon. 2. Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non-Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Version: May 2025 In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 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 each accident/ disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and 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 basis 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. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed 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 if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non-Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed 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. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 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 General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 3 Version: May 2025 Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). 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 amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including 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 indemnification, defense, and 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) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY B 1,000,000 04/15/2026 3606-77-62 X LOS-002486230-20 1,000,000 1,000,000 90-05749-002 (MA,WI,HI) X 20281 1,000,000 Aggregate Phoenix, AZ 85016 N X04/15/2025 Endurance American Specialty Insurance Company 04/15/2026 04/15/2025 28460 04/15/2026 7362-08-62 Professional Technology E&O C 2,000,000 1,000,000 X 24988 Federal Insurance Company 1,000,000 X E X 04/14/2025 2,000,000 04/15/2025 2,000,000 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as additional insured where required by written contract with respect to general and auto liability. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured subject to policy terms and conditions with respect to general and X 04/15/2025 Cupertino, CA 95014 City of Cupertino Sentry Casualty Company auto liability. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions with respect to general liability, auto liability, workers' compensation. A Sentry Insurance Company CN101234622-STND-GAUWP-25- Per Claim 10,000 04/15/2026 1,000,000 7819-44-10 and Cyber D 2,000,000 20303 1,000,000 1,000,000 04/15/2026 X 90-05749-001 (AOS) 2325 E. Camelback Road MARSH USA LLC. X Suite 600 Attn: Phoenix.CertRequest@marsh.com Insight Public Sector, Inc. Insight Enterprises, Inc. Chandler, AZ 85286 2701 E. Insight Way X ANP30084357500 04/15/2025 10300 Torre Avenue 04/15/2025 A . 04/15/2026 41718 Great Northern Insurance Company (Ed. 4-84) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 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. Schedule Name: Address: HI, MA, WI Description of Waiver:Any person or organization for whom the Named Insured has agreed by written contract executed prior to loss. JobID: (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No.Endorsement No. Insured Premium Insurance Company Countersigned by This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. © 1983 National Council on Compensation Insurance. WC 00 03 13 (Ed. 4-84) Page 1 of 1 04/09/20259005749002 Sentry Casualty Company 00001 0000000000 25099 0 N1 3f5e38ac-136f-4de3-a7ed-d85b3ed2433b3f5e38ac-136f-4de3-a7ed-d85b3ed2433b (Ed. 4-84) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 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. Schedule Name: Address: AL, AR, AZ, CA, CO, CT, DC, DE, FL, GA, IA, ID, IL, IN, KS, LA, MD, ME, MI, MN, MO, MS, MT, NC, NE, NM, NV, NY, OK, OR, PA, RI, SC, SD, TN, VA, VT, WV Description of Waiver:Any person or organization for whom the Named Insured has agreed by written contract executed prior to loss. JobID: (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No.Endorsement No. Insured Premium Insurance Company Countersigned by This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. © 1983 National Council on Compensation Insurance. WC 00 03 13 (Ed. 4-84) Page 1 of 1 04/09/20259005749001 Sentry Insurance Company 00003 0000000000 25099 0 N1 f4b3562c-fa28-41fe-9536-455a5aba2c9bf4b3562c-fa28-41fe-9536-455a5aba2c9b Insight - 8th Amendment Final Audit Report 2025-07-01 Created:2025-06-30 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAALZ8Yo30jx6jYF7_WFR17w-k_Z1pLZZZ5 "Insight - 8th Amendment" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-06-30 - 4:57:37 PM GMT- IP address: 35.229.54.2 Document emailed to Janet Liang (janetl@cupertino.org) for approval 2025-06-30 - 5:01:26 PM GMT Email viewed by Janet Liang (janetl@cupertino.org) 2025-06-30 - 5:01:38 PM GMT- IP address: 44.195.36.123 Document approved by Janet Liang (janetl@cupertino.org) Approval Date: 2025-06-30 - 5:09:37 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-06-30 - 5:09:40 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-06-30 - 5:09:58 PM GMT- IP address: 34.239.45.117 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-06-30 - 8:20:20 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to lynn willden (lynn.willden@insight.com) for signature 2025-06-30 - 8:20:24 PM GMT Email viewed by lynn willden (lynn.willden@insight.com) 2025-06-30 - 8:28:58 PM GMT- IP address: 172.226.3.32 Document e-signed by lynn willden (lynn.willden@insight.com) Signature Date: 2025-06-30 - 11:17:34 PM GMT - Time Source: server- IP address: 198.187.200.254 Document emailed to Tina Kapoor (tinak@cupertino.org) for signature 2025-06-30 - 11:17:38 PM GMT Email viewed by Tina Kapoor (tinak@cupertino.org) 2025-06-30 - 11:17:44 PM GMT- IP address: 52.87.219.119 Document e-signed by Tina Kapoor (tinak@cupertino.org) Signature Date: 2025-07-01 - 0:20:45 AM GMT - Time Source: server- IP address: 73.70.218.26 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2025-07-01 - 0:20:49 AM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2025-07-01 - 0:20:59 AM GMT- IP address: 34.239.45.117 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2025-07-01 - 0:22:11 AM GMT - Time Source: server- IP address: 73.170.186.236 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-07-01 - 0:22:16 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-07-01 - 0:22:24 AM GMT- IP address: 34.239.45.117 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-07-01 - 0:47:53 AM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-07-01 - 0:47:53 AM GMT