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21-105 Amendment #2 dated 12-17-21 to Agreement, FitPros - signed1 SECOND AMENDMENT TO AGREEMENT 20-105 BETWEEN THE CITY OF CUPERTINO AND FIT PROS ON LOCATION LLC, FOR DIVERSITY AND INCLUSION EDUCATIONAL SEMINARS This Second Amendment to Agreement 20-105 between the City of Cupertino and FIT PROS ON LOCATION LLC, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and FIT PROS ON LOCATION LLC, (“Contractor”) whose address is 1206 Bellingham Drive, Oceanside, CA 92057, and is made with reference to the following: RECITALS: A. On August 21, 2020 Agreement 20-105 (“Original Agreement”) was entered into by and between City and Contractor for Consulting Services Agreement between City of Cupertino and Fit Pros on Location LLC, for diversity and inclusion educational seminars. B. On January 4, 2021, the City and Contractor entered into a First Amendment to the Original Agreement. C. Together, the Original Agreement and the First Amendment are hereafter referred to as the “Agreement.” D. 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. Time of Performance Paragraph 3.1 of the Agreement is modified to read as follows: This Agreement begins on the Effective Date and ends on December 31, 2022 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on August 21, 2020 and shall be completed by December 31, 2022. 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 here and incorporated as Exhibit B3. 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. 2. Exhibit B2 of the Agreement is replaced with new Exhibit B3 attached hereto. 2 3. 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 FIT PROS ON LOCATION LLC By Title Date Founder & CEO Dec 14, 2021 Christopher D. Jensen Dec 17, 2021 Director of admin services Dec 17, 2021 EXHIBIT B3 SCHEDULE OF PERFORMANCE Fitpros virtual services will be provided during the 2022 City of Cupertino BEST Training Program. In the event that the Company wishes to cancel or postpone a class or activity within 15 days prior to the existing date of such event, or cancel a within 31 days, the Company agrees that it shall not be entitled to reschedule such event without Service Provider’s prior written consent. 1001486 132849.12 03-16-2016 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-MAIL ADDRESS: 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 ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR 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 12/10/2021 JOE FREUND STATE FARM AGENCY 1734 DIVISADERO ST SAN FRANCISCO CA 94115 JOE FREUND 415-359-9311 628-208-6984 DEBBIE@JOEFREUND.COM FIT PROS ON LOCATION LLC 1206 BELLINGHAM DR OCEANSIDE CA 92057 25151 A BUSINESS - MISC Y Y 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 CMP-4860.1 City of Cupertino 10300 Torre Avenue Cupertino CA 95014 State Farm General Insurance Company 97-CT-X843-3 08/31/2021 08/31/2022 CMP-4860.1 Page 1 of 2 CMP-4860.1 ADDITIONAL INSURED — DESIGNATED PERSON OR ORGANIZATION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ES Policy No.97 CTX843 3 0180-FAF2 This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: Named Insured: 97 CTX843 3 FIT PROS ON LOCATION LLC 1206 BELLINGHAM DR OCEANSIDE CA 92057-2723 Name And Address Of Additional Insured Person Or Organization: THE CITY OF CUPERTINO ITS CITY COUNCIL, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS AND VOLUNTEERS 10300 TORRE AVE CUPERTINO CA 95014 3255 © , Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CONTINUED If the contract or agreement between you and the additional insured is governed by California Civil Code Section 2782 or 2782.05, the insurance provided to the additional insured is the lesser of that which: c. If coverage provided to the additional in- sured is required by a contract or agree- ment, the insurance provided to the additional insured will not be broader than that which you are required by the con- tract or agreement to provide for such ad- ditional insured; and b. We have no duty to defend or indemnify the additional insured under this endorsement un- til a claim or “suit” is tendered to us. You are required by contract or agreement to provide for such addi- tional insured. (2) Is allowed for the satisfaction of a de- fense or indemnity obligation by Cali- fornia Civil Code Section 2782 or 2782.05 for your sole liability; or (1) “Your work” performed for that additional insured and included in the “products- completed operations hazard”. However, Paragraph 1. above is subject to the following: The insurance afforded to the additional insured only applies to the extent permit- ted by law; a. b.Products–Completed Operations In the performance of your ongoing operations; or (2) In connection with your premises; or(1) Premises And Ongoing Operationsa. SECTION II — WHO IS AN INSURED of SECTION II — LIABILITY is amended to in- clude, as an additional insured, any person or organization shown in the Schedule, but only with respect to liability for “bodily injury”, “property damage”, or “personal and advertis- ing injury” caused, in whole or in part, by: 1. Your acts or omissions or the acts or omissions of those acting on your behalf: Available under the applicable Limits Of Insurance shown in the Declarations. b. Required by the contract or agreement; ora. With respect to the insurance afforded to the additional insured, the following is added to SECTION II — LIMITS OF INSURANCE: If coverage provided to the additional insured is required by contract or agreement, the most we will pay on behalf of the additional insured will be the lesser of the amount of insurance: 3. Any insurance provided to the additional in- sured shall only apply with respect to a claim made or a “suit” brought for damages for which you are provided coverage. This endorsement shall not increase the ap- plicable Limits Of Insurance shown in the Declarations. 2. The names and addresses of any in- jured persons and witnesses; and (2) How, when and where the “occur- rence” or offense took place; (1) See to it that we are notified as soon as practicable of an “occurrence” or an of- fense which may result in a claim. To the extent possible, notice should include: a. With respect to the insurance afforded to the additional insured, the following is added to Paragraph 3. Duties In The Event Of Occur- rence, Offense, Claim Or Suit of SECTION II — GENERAL CONDITIONS: The additional insured must: 4. This endorsement shall not increase the ap- plicable Limits Of Insurance shown in the Declarations. Tender the defense and indemnity of any claim or “suit” to us and to all other insur- ers who may have insurance potentially available to the additional insured; and b. The nature and location of any injury or damage arising out of the "occur- rence” or offense; (3) Regardless of any agreement between you and the additional insured, this insur- ance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional in- sured has been added as an additional in- sured on other policies. b. This insurance is primary to and will not seek contribution from any other insur- ance available to the additional insured, provided that the additional insured is a named insured under such other insur- ance. a. With respect to the insurance afforded the ad- ditional insured, the following replaces SEC- TION II — LIABILITY of Paragraph 7. Other Insurance of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: 5. Agree to make available any other insur- ance the additional insured has for de- fense or damages for which we would provide coverage under SECTION II — LIABILITY. c. CMP-4860.1 1007042 148020 08-26-2014 © , Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. All other policy provisions apply. There will be no refund of premium in the event this endorsement is cancelled. CMP-4860.1 Page 2 of 2 Second Amendment to Agreement, FitPros Final Audit Report 2021-12-17 Created:2021-12-14 By:Mariela Vargas (marielar@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAvNJiWphMNQti7wxHz--QZZFNM2SGd4Mv "Second Amendment to Agreement, FitPros" History Document created by Mariela Vargas (marielar@cupertino.org) 2021-12-14 - 6:52:33 PM GMT- IP address: 174.85.102.203 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-12-14 - 6:54:26 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-12-14 - 7:01:36 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Lindsay Johnson (lindsay@fitpros.com) for signature 2021-12-14 - 7:01:38 PM GMT Email viewed by Lindsay Johnson (lindsay@fitpros.com) 2021-12-14 - 7:07:05 PM GMT- IP address: 172.226.2.162 Document e-signed by Lindsay Johnson (lindsay@fitpros.com) Signature Date: 2021-12-14 - 7:07:55 PM GMT - Time Source: server- IP address: 68.107.57.119 Document emailed to Christopher D. Jensen (christopherj@cupertino.org) for signature 2021-12-14 - 7:07:56 PM GMT Email viewed by Christopher D. Jensen (christopherj@cupertino.org) 2021-12-14 - 7:11:26 PM GMT- IP address: 104.47.73.254 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2021-12-14 - 7:11:45 PM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Kristina Alfaro (kristinaa@cupertino.org) for signature 2021-12-14 - 7:11:46 PM GMT Email viewed by Kristina Alfaro (kristinaa@cupertino.org) 2021-12-15 - 4:58:00 AM GMT- IP address: 104.28.124.182 Email viewed by Kristina Alfaro (kristinaa@cupertino.org) 2021-12-17 - 7:14:37 AM GMT- IP address: 104.28.124.180 Document e-signed by Kristina Alfaro (kristinaa@cupertino.org) Signature Date: 2021-12-17 - 5:39:42 PM GMT - Time Source: server- IP address: 208.95.236.60 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-12-17 - 5:39:43 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-12-17 - 5:40:28 PM GMT- IP address: 172.226.7.132 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-12-17 - 5:40:40 PM GMT - Time Source: server- IP address: 162.245.20.145 Agreement completed. 2021-12-17 - 5:40:40 PM GMT