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22-003 Amendment #1 dated 2-9-23 to Lehigh & Stevens Creek Quarries Noise & Pollution Monitoring Agreement1 FIRST AMENDMENT TO AGREEMENT 22-003 BETWEEN THE CITY OF CUPERTINO AND ENVIROSUITE, INC. FOR LEHIGH AND STEVENS CREEK QUARRIES NOISE AND POLLUTION MONITORING SERVICES This First Amendment to Agreement 22-003 between the City of Cupertino and Envirosuite, Inc., is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Envirosuite, Inc., a Corporation (“Contractor”) whose address is 2330 East Bidwell, Folsom, CA 95630, and is made with reference to the following: RECITALS: A. The City and Contractor entered into an Agreement for Noise and Pollution Monitoring Services (“Agreement”) effective January 6, 2022 Agreement with a term expiring on December 31, 2022. B. City and Contractor desire to continue Consultant’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. C. 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: TIME OF PERFORMANCE 1. Paragraph 3 of the Agreement is modified to read as follows: 3.1 This Agreement begins on the Effective Date and ends on January 30, 2025 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on effective day and shall be completed by January 30, 2025. With the Contractor’s agreement and consent, 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 B. 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. COMPENSATION 2. Paragraph 4 of the Agreement is modified to read as follows: 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the 2 Services an amount that will based on actual costs but that will be capped so as not to exceed $111,000 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation. 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. 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 ENVIROSUITE, INC. By By Title Title Date Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date EXPENDITURE DISTRIBUTION Item Amount Original Contract $ 45,000 First Amendment $66,000 Total $111,000 Vice President Feb 8, 2023 Christopher D. Jensen CTO Feb 9, 2023 Feb 9, 2023 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 $ $ 350 Hudson Street Edgewood Partners Insurance Center Cert ID 10782 10300 Torre Avenue CHUBB INSURANCE AUSTRALIA LIMITE FEDERAL INSURANCE COMPANY 20281 OHIO SECURITY INSURANCE COMPAN 24082 09/30/2022 2330 East Bidwell 09/30/2022 09/30/2023ZZ01IL546114 C Property 4th Floor Y Tracie.Toombs@epicbrokers.com Y 09/30/2022 09/30/2023 Y 2273614734 C B C A X X X X Tracie Toombs New York NY 10014 Cupertino CA 95014 Folsom CA 95630 (212) 488-0246 (646) 514-9597 X X X X 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000 20,000,000 20,000,000 10,000,000 10,000 1258845/2500 Tech E&O 09/30/2022 09/30/2023ZZ99508198GAB 09/30/2022 09/30/20232271764441 1,000,000 1,000,000 2,000,000 2,000,000 City of Cupertino Certificate holder is listed as an additional insured as per contract. Waiver of Subrogation is included. EMS Bruel & Kjaer Inc dba Envirosuite, Inc. BPP/Deductible09/30/202309/30/2022BFS62060888 Page 1 of 1 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 09-30-22 Policy No. 71764441 Endorsement No. Insured EMS BRUEL & KJAER INC.Premium $ Incl. Insurance Company Federal Insurance Company Countersigned By WC 90 03 75 (05/18) CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1.(☐)Specific Waiver Name of person or organization (☒)Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2.Operations: ALL CALIFORNIA OPERATIONS 3.Premium: The premium charge for this endorsement shall be 1%percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4.Minimum Premium: Authorized Representative Insured Copy Premier Tech - Certificate of Currency, Australia. Published 03/2019. ©2019 Chubb Insurance Australia Limited. Chubb®, its logos, and Chubb.Insured.℠ are protected trademarks of Chubb. Chubb10-570-0319. Policy Number 01IL546114 Named Insured ENVIROSUITE LTD Limits of Insurance Technology Professional Liability (Professional Indemnity) $10,000,000 Privacy and Network Security Liability $0 Section 1 Aggregate Limit (Technology Liability) $20,000,000 Section 2 Aggregate Limit (Cyber Enterprise Risk Management) $0 Public Liability $20,000,000 Product Liability $20,000,000 Note: Limits of Insurance, Excess, and Waiting Periods are as per the final bound Quotation. Policy Period From: 30/09/2022 LST To: 30/09/2023 LST Sent To dwithers@pscinsurance.com.au Branch Sydney Date of Issue 14 October 2022 This certificate hereby certifies that cover has been granted subject to the exceptions, terms and conditions and definitions of the Policy (as amended from time to time, including after the date of this Certificate of Currency). Please refer to your agent, broker or the relevant Chubb office for further information or a copy of the Policy. Chubb Insurance Australia Limited has an “AA-” insurer financial strength rating given by Standard & Poor’s (Australia) Pty Limited. Signed at Sydney on behalf of Chubb Insurance Australia Limited. Joel Wakeford Underwriter Industry Practices Certificate of Currency PremierTech Policy First Amendment to Lehigh & Stevens Creek Quarries Noise & Pollution Monitoring Agreement Final Audit Report 2023-02-09 Created:2023-02-08 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAt8y2A5772AkZIOQwCWWrMrQW4pmrncBB "First Amendment to Lehigh & Stevens Creek Quarries Noise & Pollution Monitoring Agreement" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-02-08 - 3:48:32 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2023-02-08 - 3:51:07 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2023-02-08 - 3:51:18 PM GMT- IP address: 69.181.110.140 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2023-02-08 - 3:52:20 PM GMT - Time Source: server- IP address: 69.181.110.140 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-02-08 - 3:52:21 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-02-08 - 3:56:06 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Greg Bracci (greg.bracci@envirosuite.com) for signature 2023-02-08 - 3:56:09 PM GMT Email viewed by Greg Bracci (greg.bracci@envirosuite.com) 2023-02-08 - 3:56:19 PM GMT- IP address: 13.210.56.208 Signer Greg Bracci (greg.bracci@envirosuite.com) entered name at signing as Gregory C Bracci 2023-02-08 - 4:14:06 PM GMT- IP address: 73.220.130.103 Document e-signed by Gregory C Bracci (greg.bracci@envirosuite.com) Signature Date: 2023-02-08 - 4:14:08 PM GMT - Time Source: server- IP address: 73.220.130.103 Document emailed to christopherj@cupertino.org for signature 2023-02-08 - 4:14:09 PM GMT Email viewed by christopherj@cupertino.org 2023-02-08 - 4:24:36 PM GMT- IP address: 104.47.73.254 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-02-08 - 4:26:54 PM GMT- IP address: 64.165.34.3 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-02-08 - 4:26:56 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2023-02-08 - 4:26:58 PM GMT Email viewed by Bill Mitchell (billm@cupertino.org) 2023-02-09 - 2:45:57 PM GMT- IP address: 104.47.74.126 Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2023-02-09 - 2:46:21 PM GMT - Time Source: server- IP address: 174.126.133.129 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-02-09 - 2:46:23 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-02-09 - 2:54:38 PM GMT- IP address: 104.28.116.95 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-02-09 - 3:54:10 PM GMT - Time Source: server- IP address: 104.28.111.220 Agreement completed. 2023-02-09 - 3:54:10 PM GMT