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20-154 Amendment #1 01-15-20211 FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND REWIRE LEADERSHIP INSTITUE FOR COACHING AND CONSULTING This First Amendment to Agreement between the City of Cupertino and Rewire Leadership Institute, for reference dated November 19, 2020, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Rewire Leadership Institute, a (“Contractor”) whose address is 1933 Buchanan St., San Francisco, CA 94115, and is made with reference to the following: RECITALS: A. On November 19, 2020 Agreement 20-154 (“Agreement”) was entered into by and between City and Contractor for Consulting Services Agreement between City of Cupertino and Rewire Leadership Institute, for coaching and consulting. 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. In Paragraph 1 of the Agreement, “California limited liability company” is modified to read “California S-Corporation.” 2. Time of Performance Paragraph 3 of the Agreement is modified to read as follows: 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 the Effective Date and shall be completed by June 30, 2021. 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 Exhibit B2. 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. 3. Compensation Paragraph 4.1 of the Agreement is modified to read as follows: 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 $14,758.20 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C2, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place 2 even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4. Exhibits B and C of the Agreement are replaced with new Exhibit B2 and C2 attached hereto. 5. 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 By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date REWIRE LEADERSHIP INSTITUTE By Title Date Judith Bell President Jan 11, 2021 Heather M. Minner Dianne Thompson Jan 14, 2021 Asst. City Manager Jan 15, 2021 Exhibit B2 Leader 1: We will agree on goals and outcomes and I will then create a program custom designed for the individual leader. • Month #1 - 1 meetings at up to 90 minutes each • Month #2 - 2 meetings at up to 90 minutes each • Month #3 - 2 meetings at up to 90 minutes each – Evaluation of need for additional meetings • Month #4 - 2 meetings at up to 90 minutes each • Month #5 - 2 meetings at up to 90 minutes each • Month #6 - 2 meetings at up to 90 minutes each • Month #7 – 1 meeting at up to 90 minutes each Leader 2: January 2021 - We will begin with a meeting to outline the coaching engagement. We will agree on goals and outcomes and I will then create a program custom designed for the individual leader. • Month #1 - 2 meetings at up to 90 minutes each • Month #2 - 2 meetings at up to 90 minutes each • Month #3 - 2 meetings at up to 90 minutes each – Evaluation of need for additional meetings • Month #4 - 2 meetings at up to 90 minutes each • Month #5 - 2 meetings at up to 90 minutes each • Month #6 - 2 meetings at up to 90 minutes each Exhibit C2 Leader 1 Description Hourly Rate Total Estimated Costs November 2020 -1 meeting at up to 90 minutes each Initial intake meetings – 90 minutes avg. each $409.95/hr $ 614.93 December - 2 meetings at up to 90 minutes each With Est. 60 minutes $409.95/hr $ 819.90 January- 2 meetings at up to 90 minutes each With est. 60 minutes – Evaluation of need for additional sessions $409.95/hr $ 819.90 February - 2 meetings at up to 90 minutes each With est. 60 minutes $409.95/hr $ 819.90 March - 2 meetings at up to 90 minutes each With est. 60 minutes $409.95/hr $ 819.90 April - 2 meetings at up to 90 minutes each With est. 90 minutes $409.95/hr $ 1,229.85 May – 1 meeting at up to 90 minutes each With est. 90 minutes $409.95/hr $ 614.93 Total if based on 1-90 minutes session to begin and to end; 2-60 min sessions per month for 5 months $409.95/hr $5329.36 Total based on 90 minute sessions for 6 months 7,379.16 Leader 2 Description Hourly Rate Total Estimated Costs January 2021 - 2 meetings at up to 90 minutes each Initial intake meetings – 90 minutes avg. each $409.95/hr $ 1,229.85 February 2021- 2 meetings at up to 90 minutes each With Est. 60 minutes $409.95/hr $ 819.90 March 2021- 2 meetings at up to 90 minutes each With est. 60 minutes – Evaluation of need for additional sessions $409.95/hr $ 819.90 April 2021- 2 meetings at up to 90 minutes each With est. 60 minutes $409.95/hr $ 819.90 May 2021 - 2 meetings at up to 90 minutes each With est. 60 minutes $409.95/hr $ 819.90 June 2021 - 2 meetings at up to 90 minutes each With est. 90 minutes $409.95/hr $ 1,229.85 Total if based on 60 min sessions for 4 months $5739.30 Total based on 90 minute sessions for 6 months 7,379.10 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) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1/6/2021 Don Ramatici Insurance,Inc. 731A Southpoint Boulevard Petaluma CA 94954 Wade Gordon 707-782-9200 707-782-9300 wade@ramaticiins.com License#:0449871 AMCO Insurance Company 19100 RELATHA-01 Rewire Leadership Institute,Inc. 19 Winged Foot Drive Novato CA 94949-5947 1210865352 A X 1,000,000 X 300,000 5,000 1,000,000 2,000,000 Y Y ACPBPO7833182253 1/5/2021 1/5/2022 2,000,000 City of Cupertino,its City Council,Boards and Commissions,Officers,Officials,Employees,Agents,Servants,Volunteers and Consultants are additional insureds as required by written contract in respects to General Liability.The General Liability policy evidenced herein is Primary &Non-Contributory where required by written contract with the named insured.A Waiver of Subrogation is granted in favor of the additional insured with respects to General Liability. Endorsements for additional insured,primary &non-contributory wording and waiver of subrogation have been requested and will be forwarded with a revised certificate noting the endorsement form numbers once received. City of Cupertino 10300 Torre Ave. Cupertino CA 95014 AMCO INSURANCE COMPANY CHANGE OF DECLARATIONS ENDORSEMENT -PLEASE READ CAREFULLY. POLICY NUMBER ACP BPO 7833182253 PREMIER BUSINESSOWNERS POLICY BELL &ELLENBERG MARRIAGE COUNSELING, INC.NAMED INSURED: -SEE NAMED INSURED SCHEDULE 19 WINGED FOOT DRMAILING ADDRESS: NOVATO, CA 94949-5947 AGENT NAME:DON RAMATICI INSURANCE INC 84 07141 NO CHARGE 004AGENT ADDRESS:PETALUMA CA 94954 01-05-21 TOPOLICY PERIOD: FROM 01-05-22 12:01 A.M. Standard Time EFFECTIVE DATE OF CHANGE:12:01 A.M. Standard Time01-05-21 TOTAL PREMIUMNOT A STATEMENT - YOUR BILLING WILL FOLLOW PREMIUM DIRECT BILL LECN 20324 INSURED COPY 976329911 47 13530 PB 8 1 1 4 ( 0 1 - 0 1 ) 02 AMCO INSURANCE COMPANY PREMIER BUSINESSOWNERS POLICY Policy Number:ACP BPO 7833182253 TO 12:01 A.M. Standard TimePOLICY PERIOD: FROM 01-05-21 01-05-22 PREMIUM12:01 A.M. Standard TimeEFFECTIVEDATEOFCHANGE:01-05-21 DIRECT BILL LECN 20324 INSURED COPY 976329911 47 13531 PB 8 1 1 5 ( 0 1 - 0 1 ) CITY CUPERTINO 10300 TORRE AVE CUPERTINO CA 95014 ACP BPO 7833182253 INSURED COPY 47 13532 BUSINESSOWNERS PB 60 03 04 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED –MUNICIPALITIES OR PUBLIC AGENCY –INSURED PROVIDING PROFESSIONAL SERVICES This endorsement modifies insurance provided under the following: PREMIER BUSINESSOWNERS LIABILITY COVERAGE FORM professional services, advice of instruction, subjectThe following is added to Section II. WHO IS AN to the following additional exclusion:INSURED: This insurance, including any duty we have toThe municipality and/or public agency designatedin defend "suits", does not apply to "bodily injury",the Schedule of this endorsement is also an insured,"property damage"or "personal and advertisingbut only with respect to liability for “bodily injury”,injury" that arises out of, in whole or in part, or is a“property damage” or “personal and advertising result of, in whole or in part, the active or primaryinjury” caused ,in whole or in part, by your acts or negligence of the municipality and/or public agencyomissions or the acts or omissions of those acting designated in the Schedule of this endorsement,on your behalf in connection with your operations,whether or not such negligence has been assumedother than the rendering of or the failure to render by you in a contract or agreement. All terms and conditions of this policy apply unless modified by this endorsement. SCHEDULE Municipality and/or Public Agency: CITY OF CUPERTINO 10300 TORRE AVE CUPERTINO CA 950143202 PB 60 03 04 11 Page 1 of 1 ACP BPO 7833182253 INSURED COPY 47 13533 BUSINESSOWNERS PB 60 72 07 11 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT TO OTHER INSURANCE CLAUSE FOR ADDITIONAL INSUREDS –PRIMARY AND NON- CONTRIBUTORY WHEN REQUIRED IN A WRITTEN AGREEMENT OR CONTRACT WITH YOU This endorsementmodifies insurance provided under the following: PREMIER BUSINESSOWNERS COMMON POLICY CONDITIONS Only with respect to any additional insured, in the COMMON POLICY CONDITIONS, form PB 00 09, under condition H. , paragraph2.a.is replaced by the following:OTHER INSURANCE H.OTHER INSURANCE 2. Under any liability coverageprovided by this policy, a. If for injury or loss we cover, there is other valid and collectible insuranceavailable to any additional insured under another policy, our obligations are limited as follows: (1) Issued by another insurer, or if there is self insurance or similar risk retention that applies to a loss covered by this policy, then this insurance provided by us shall be excess over such other insurance, unless you have agreed in a written contract or written agreementsigned prior to the loss that this insurance shall be primary: (a) Then this insurance is primary. If other insurance is also primary, we will share with all that other insurance as describedin d. below; and (b) The coverageafforded by this insurance is non-contributory with the additional insured’s own insurance. Paragraphs(a) and (b) do not apply to other insuranceto which the additional insured has been addedas an additional insured to any other person or organization’s policy.; or (2) Issued by us or any of our affiliate companies,that applies to a loss covered by this policy, then only the highest applicable Limit of Insuranceshall apply to such loss. This condition does not apply to any policy issued by us that is designed to provide Excess or Umbrella liability insurance. All terms and conditions of this policy apply unless modified by this endorsement. PB 60 72 07 11 Page 1 of 1Includes copyrighted material of Insurance Services Office, Inc., with its permission. ACP BPO 7833182253 INSURED COPY 47 13534 First Amendment, RLI with Exhibits and COI Final Audit Report 2021-01-15 Created:2021-01-08 By:Mariela Vargas (marielar@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAcljSBCNEjzTc_1kuzj3qB4ARSIoDaaZk "First Amendment, RLI with Exhibits and COI" History Document created by Mariela Vargas (marielar@cupertino.org) 2021-01-08 - 0:56:12 AM GMT- IP address: 174.85.100.137 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-01-08 - 0:58:09 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-01-09 - 8:15:52 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Judith Bell (judith@rewireleadership.com) for signature 2021-01-09 - 8:15:55 PM GMT Email viewed by Judith Bell (judith@rewireleadership.com) 2021-01-09 - 9:47:05 PM GMT- IP address: 23.24.218.33 Email viewed by Judith Bell (judith@rewireleadership.com) 2021-01-12 - 0:53:54 AM GMT- IP address: 184.23.26.136 Document e-signed by Judith Bell (judith@rewireleadership.com) Signature Date: 2021-01-12 - 1:44:03 AM GMT - Time Source: server- IP address: 23.24.218.33 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2021-01-12 - 1:44:06 AM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2021-01-13 - 6:26:38 PM GMT- IP address: 104.143.198.113 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2021-01-13 - 6:27:24 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Dianne Thompson (diannet@cupertino.org) for signature 2021-01-13 - 6:27:27 PM GMT Email viewed by Dianne Thompson (diannet@cupertino.org) 2021-01-13 - 8:42:47 PM GMT- IP address: 99.179.16.200 Document shared with Kristina Alfaro (kristinaa@cupertino.org) 2021-01-14 - 5:03:14 PM GMT- IP address: 174.85.100.137 Document e-signed by Dianne Thompson (diannet@cupertino.org) Signature Date: 2021-01-15 - 5:13:32 AM GMT - Time Source: server- IP address: 99.179.16.200 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-01-15 - 5:13:34 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-01-15 - 4:48:15 PM GMT- IP address: 69.110.137.176 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-01-15 - 4:48:37 PM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2021-01-15 - 4:48:37 PM GMT