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22-024 Amendment #1 dated 12-15-22 for 2023 State Legislative Advocacy Services1 FIRST AMENDMENT TO AGREEMENT 439 BETWEEN THE CITY OF CUPERTINO AND JOE A. GONSALVES & SON FOR STATE LEGISLATIVE ADVOCACY SERVICES This First Amendment to Agreement 439 between the City of Cupertino and Joe A. Gonsalves and Son is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Joe A. Gonsalves and Son, a Corporation, (“Contractor”) whose address is 925 L Street, Suite 250, Sacramento, CA 95814 and is made with reference to the following: RECITALS: A. The City and Contractor entered into an Agreement for State Legislative Advocacy Services (“Original Agreement”) effective February 15, 2022, with a term expiring on December 10, 2022. B. City and Contractor desire to continue Contractor’s services to the City under the Agreement, and hereby affirm their intent that it remain in full force and effect as amended and restated by this First Amendment. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 3.1 of the Agreement is modified to read as follows: This Agreement begins on the Effective Date and ends on December 10, 2023. (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by December 10, 2023. 2. 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 be based on actual costs but that will be capped so as not to exceed $51,000.00 (“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. No extra work or payment is permitted without prior written approval of City. 3. Exhibit C to the Agreement is replaced with Exhibit C-1, attached hereto. 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. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO JOE A. GONSALVES AND SON By By Title Title Date Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date Partner/Advocate Dec 13, 2022 Christopher D. Jensen City Manager Dec 15, 2022 Dec 15, 2022 EXHIBIT C Exhibit C-1 Compensation Costs for State Legislative Advocacy Services as described in Exhibit A are not to exceed $51,000. The City shall pay the annual fee of $51,000 in increments of $4,000 every month from December 10, 2022, to July 10, 2023, and then $4,500 every month from July 10, 2023, to December 10, 2023. This amount should be sufficient to cover the costs of State Legislative Advocacy Services for the City including everything described in the Scope of Work (Exhibit A). This amount includes work done in Sacramento and occasional travel to the City of Cupertino on an as needed basis. There may be additional costs for other travel expenses. 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 11/21/2022 McGee & Thielen Insurance Brokers, Inc. 3840 Rosin Court, Suite 245 Sacramento, CA 95834 916-646-1919 916-646-0995 www.mcgeethielen.com 0633187 Travelers Indemnity Company of CT 25682 Hartford Accident and Indemnity Company 22357 A 2,000,000I6609794P909-TCT-22 6/17/2022 6/17/2023 100,000 3 5,000 3 Excluded 4,000,000 4,000,000 A I6609794P909-TCT-22 6/17/2022 6/17/2023 1,000,000 3 3 B 57WECZI5671 4/1/2022 4/1/2023 3 1,000,000Y 1,000,000 1,000,000 Charlotte Brown Joe A Gonsalves and Sons Inc. 925 L Street Suite 250 Sacramento CA 95814 71393240 3 3 33 3 non-contributory per the attached blanket endorsement CGD037 04/05. Waiver of subrogation applies as required by written contract or agreement City of Cupertino 10300 Torre Avenue Cupertino CA 95014-3202 City of Cupertino is named as additional insured per the attached blanket endorsements CGD105 04/94 and CG0001 10/01. Insurance is primary and per the attached blanket endorsements CG2404 10/93 and WC040306 03/06. 71393240 | *22/23 Master GL/AL/WC | Charlotte Brown | 11/21/2022 5:22:44 PM (PST) | Page 1 of 5 I6609794P909-TCT-22 71393240 | *22/23 Master GL/AL/WC | Charlotte Brown | 11/21/2022 5:22:44 PM (PST) | Page 2 of 5 A person or organization may sue us to recover on an agreed settlement or on a final judgment against an in- sured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of li- ability signed by us, the insured and the claimant or the claimant’s legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over: (1) Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder’s Risk, Installation Risk or similar coverage for “your work”; (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (C) That is insurance purchased by you to cover your liability as a tenant for “property damage” to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, “autos” or watercraft to the extent not subject to Exclusion g. of Section 1 — Coverage A — Bodily Injury And Property Damage Liability. (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional insured by attachment of an endorsement. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any “suit” if any other insurer has a duty to defend the insured against that “suit”. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured’s rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess insur- ance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total ap- plicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. ISO Properties, Inc., 2000 CG 00 O1 10 01 11/21/2022 71393240 | *22/23 Master GL/AL/WC | Charlotte Brown | 11/21/2022 5:22:44 PM (PST) | Page 3 of 5 71393240 | *22/23 Master GL/AL/WC | Charlotte Brown | 11/21/2022 5:22:44 PM (PST) | Page 4 of 5 Joe A Gonsalves and Sons Inc. 57WECZI5671 4/1/2022 City of Cupertino 10300 Torre Avenue Cupertino CA 95014-3202 4/1/2023 71393240 | *22/23 Master GL/AL/WC | Charlotte Brown | 11/21/2022 5:22:44 PM (PST) | Page 5 of 5 2023 State Legislative Advocacy Services Final Audit Report 2022-12-15 Created:2022-12-12 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA-zG_fHV-5YJXouJMu8RGmKljfDM8Rc60 "2023 State Legislative Advocacy Services" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-12-12 - 11:58:29 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-12-12 - 11:59:54 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-12-13 - 0:07:32 AM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Anthony Gonsalves (gonsalves@gonsalvi.com) for signature 2022-12-13 - 0:07:33 AM GMT Email viewed by Anthony Gonsalves (gonsalves@gonsalvi.com) 2022-12-13 - 0:14:02 AM GMT- IP address: 172.226.212.10 Document e-signed by Anthony Gonsalves (gonsalves@gonsalvi.com) Signature Date: 2022-12-14 - 0:09:43 AM GMT - Time Source: server- IP address: 98.41.182.70 Document emailed to christopherj@cupertino.org for signature 2022-12-14 - 0:09:44 AM GMT Email viewed by christopherj@cupertino.org 2022-12-14 - 0:29:25 AM GMT- IP address: 104.28.124.90 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-12-14 - 0:56:00 AM GMT- IP address: 174.194.141.221 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-12-14 - 0:56:02 AM GMT - Time Source: server- IP address: 174.194.141.221 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2022-12-14 - 0:56:03 AM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2022-12-14 - 4:47:55 PM GMT- IP address: 104.47.73.254 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2022-12-15 - 7:17:35 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-12-15 - 7:17:36 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-12-15 - 7:34:09 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-12-15 - 7:34:18 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2022-12-15 - 7:34:18 PM GMT