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18-016 Amendment #1 08-25-20201 FIRST AMENDMENT TO AGREEMENT 18-016 BETWEEN THE CITY OF CUPERTINO AND RANEY PLANNING & MANAGEMENT, INC. FOR INITIAL STUDY FOR THE BUBB ROAD LOT SPLIT This First Amendment to Agreement 18-106 between the City of Cupertino and Raney Planning & Management, Inc., for reference dated August 25, 2020, is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Raney Planning & Management, Inc., a Corporation (“Contractor”) whose address is1501 Sports Dr., Ste A, , Sacramento, CA 95834, and is made with reference to the following: RECITALS: A. On January 10, 2018, Agreement 18-016 (“Agreement”) was entered into by and between City and Contractor for Initial study for the Bubb Road lot split. 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 and undersigned parties as follows: 1. Paragraph 2 of the Agreement is modified to read as follows: SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Consultant further agrees to carry out its work in compliance with the City’s Shelter in Place and Social Distancing Guidelines Requirements, attached here and incorporated as Exhibit A-A. 2. Exhibit A-A attached hereto is added to the Agreement. 3. Paragraph 3 of the Agreement is modified to read as follows: TIME OF PERFORMANCE 3.1 This agreement begins on the Effective Date and ends on June 30, 2021 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on January 10, 2018 and shall be completed by June 30, 2021. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B-1. 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. 4. Exhibit B to the Agreement is replaced with Exhibit B-1, attached hereto. 2 5. 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 an amount that will based on actual costs but that will be capped so as not to exceed $12,510 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, 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. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 6. Exhibit C to the Agreement is replaced with Exhibit C-2, attached hereto. 7. Exhibit D, attached hereto, is added to the Agreement and replaces any previous Exhibit D to the Agreement. 8. 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 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 City Attorney ATTEST: City Clerk Date RANEY PLANNING & MANAGEMENT, INC. By Title Date Cindy Gnos Sr. Vice President Sep 3, 2020 Heather M. Minner Sep 4, 2020 Dir of Community Development Sep 4, 2020 4 EXPENDITURE DISTRIBUTION Item PO Number Amount 100-71-701-701-702 2018-429 $12,510 Revised: April 30, 2020 – Services Agreements 1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s (“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement (“Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. As long as required by the operative Health Order or other Health Laws, these measures shall include, but are not limited to, the following: 1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to any project site or any work area to workers who are necessary to perform in-person work. Require non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. 2. Distancing. Where workers perform in-person work at a project site or a work area, prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception Revised: April 30, 2020 – Services Agreements 2 of any physical contact required for worker safety or to comply with safety Laws. Prohibit workers from sharing a vehicle. E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. 1229192.7 RANEY PLANNING & MANAGEMENT, INC. CONTRACT AMENDMENT BUBB ROAD REQUEST No. 1 Date: August 25, 2020 Raney Planning & Management, Inc. (Raney) is proposing to amend the SCOPE OF WORK in compliance with the PROFESSIONAL/CONSULTING SERVICES AGREEMENT between the CITY OF CUPERTINO and RANEY PLANNING & MANAGEMENT, INC., dated JANUARY 10, 2018, for the Bubb Road project. The proposed contract amendment will allow Raney to expand the budget to prepare a 2nd Administrative Draft Initial Study/Mitigated Negative Declaration (IS/MND) and cover future expenses for Project Management and public hearing attendance, as well as extend the contract for the project until June 30, 2021. Raney Labor Task 2: 2nd Administrative Draft IS/MND ..................................................... m ................ $2,760 Since Raney's completion of the Administrative Draft IS/MND for the project, a revised application for the project was submitted to the City and the Governor's Office of Planning and Research (OPR) has updated their California Environmental Quality Act (CEQA) Appendix G checklist. In addition, due to the passage of time since the Administrative Draft IS/MND was prepared, the existing conditions related to biological resources in the area may have changed and a new California Natural Diversity Database (CNDDB) search is needed. Furthermore, comments provided by Planning Manager on the Administrative Draft IS/MND were reviewed and any comments that remained applicable to the revised project were applied. Therefore, Raney proposes to submit a 2nd Administrative Draft IS/MND to the City that addresses these changes. Raney proposes to expand the budget and requests an additional $2,760 to cover the cost of preparing the 2nd Administrative Draft IS/MND. Task 6: Project Management ................................................................................................. $650 The updates to the Administrative Draft IS/MND have involved out-of-scope project management labor and have reduced the approved project management budget for future tasks. Therefore, sufficient budget may not remain to cover all expenses for future project coordination. In addition, the City has requested Raney's attendance at the Environmental Review Committee hearing for the project. Thus, Raney requests an additional $650 to cover future project coordination efforts and attendance at one public hearing. Contract Extension The Professional/Consulting Services Agreement between the City of Cupertino and Raney Planning & Management for the Bubb Road project expired on June 30, 2018. In order for Raney to complete the work outlined above and in the original scope of work, the contract will need to be extended. As requested by the City, Raney proposes to extend the Professional/Consulting Services Agreement between the City of Cupertino and Raney Planning & Management for the Bubb Road project until June 30, 2021 to allow Raney to complete the scope of work outlined in the contract to prepare an Initial Study/Mitigated Negative Declaration. 1 Exhibit B-1 and C-1 COST ESTIMATE Raney's original contract amount for preparation of the Bubb Road project was not to exceed $9,100. This Contract Amendment# 1 would add $3,410 and would allow Raney to expand the budget to prepare a 2nd Administrative Draft IS/MND and cover future expenses for Project Management and public hearing attendance, as well as extend the contract for the project until June 30, 2021. The additional services to be provided for this contract amendment would add $3,410 to the previous total of $9,100 for a revised total of $12,510. BOTH THE CITY OF CUPERTINO AND RANEY PLANNING & MANAGEMENT, INC. HEREBY RECOGNIZE AND CONSENT TO THE AMENDMENT OF THE SCOPE OF WORK TO INCLUDE THE ADDITIONAL SERVICES AND ACCOMPANYING COSTS OUTLINED IN THIS SCOPE OF WORK DATED AUGUST 25, 2020. Benjamin Fu Director of Community Development City of Cupertino Cindy Gnos, CP Senior V�� esident Raney Planning & Management, Inc Date Date 2 8/25/2020 Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Form Updated Sept. 2019 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 01 (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 $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. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Sept. 2019 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. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 4/29/2020 (209) 634-2929 (209) 634-2927 23043 Raney Planning & Management, Inc. 1501 Sports Dr Sacramento, CA 95834 19070 A 2,000,000 X BKS2059793007 5/1/2020 5/1/2021 500,000 15,000 2,000,000 4,000,000 4,000,000 1,000,000A BAS2059793007 5/1/2020 5/1/2021 B X UB-6P814262-20-42-G 5/1/2020 5/1/2021 1,000,000 1,000,000 1,000,000 C Professional Liab VNPL006023 5/1/2020 Agg/Each Claim Limit 2,000,000 Project Name: 21750 Rainbow Drive IS/MND. It is agreed that the The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are hereby named as Additional Insured with respect to the liability as their interest may appear per the attached form. Waiver of Subrogation applies to the workers compensation. 30 days in advance cancellation or 10 days in advance if due to non-payment City of Cupertino Attn: Abby Ayende 10300 Torre Avenue Cupertino, CA 95014 RANEYPLANN CASDA1 GDI Insurance Agency, Inc. info@gdiins.com Liberty Mutual Insurance Company Travelers Insurance Companies Gemini Insurance Company X 5/1/2021 X X X X Bubb Road project Final Audit Report 2020-09-04 Created:2020-09-03 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAzaNailzhfLW8FWJffoCCPaA9L99BQi-z "Bubb Road project" History Document created by City of Cupertino (webmaster@cupertino.org) 2020-09-03 - 5:38:05 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-09-03 - 5:39:36 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-09-03 - 5:51:03 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Cindy Gnos (cindygnos@raneymanagement.com) for signature 2020-09-03 - 5:51:07 PM GMT Email viewed by Cindy Gnos (cindygnos@raneymanagement.com) 2020-09-03 - 5:52:47 PM GMT- IP address: 216.93.209.170 Document e-signed by Cindy Gnos (cindygnos@raneymanagement.com) Signature Date: 2020-09-03 - 5:53:41 PM GMT - Time Source: server- IP address: 216.93.209.170 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-09-03 - 5:53:46 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2020-09-04 - 6:09:20 PM GMT- IP address: 45.41.142.222 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2020-09-04 - 6:09:44 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2020-09-04 - 6:09:47 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2020-09-04 - 7:07:36 PM GMT- IP address: 104.47.46.254 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2020-09-04 - 7:07:54 PM GMT - Time Source: server- IP address: 24.130.171.172 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-09-04 - 7:07:58 PM GMT Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-09-04 - 7:09:26 PM GMT - Time Source: server- IP address: 69.110.137.176 Signed document emailed to Cindy Gnos (cindygnos@raneymanagement.com), Benjamin Fu (benjaminf@cupertino.org), Araceli Alejandre (aracelia@cupertino.org), City of Cupertino (webmaster@cupertino.org), and 2 more 2020-09-04 - 7:09:26 PM GMT