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20-022 Amendment #2 dated 6-6-23 SB35 inspection services amendment, 4Leaf
1 SECOND AMENDMENT TO AGREEMENT 20-022 BETWEEN THE CITY OF CUPERTINO AND 4LEAF INC., FOR BUILDING AND PUBLIC WORKS INSPECTION SERVICES FOR THE VALLCO TOWN CENTER SB 35 PROJECT. This Second Amendment to Agreement 20-022 between the City of Cupertino and 4LEAF Inc., is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and 4LEAF Inc., a corporation (“Contractor”) whose address is 2126 Rheem Dr., Pleasanton, CA 94588, and is made with reference to the following: RECITALS: A. On February 20, 2020 Agreement 20-022 (“Agreement”) was entered into by and between City and Contractor for Building and Public Works inspection services for the Vallco Town Center SB 35 project. B. On January 7, 2021, City and Consultant entered into a First Amendment to the Agreement. C. The Agreement and First Amendment are collectively referred to as the “Agreement”, unless otherwise indicated. 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 the undersigned parties as follows: 1. 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, 2028 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the Effective Date and shall be completed by June 30, 2028. 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 specified by the City for each inspection task. 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 2. 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 4LEAF INC. By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Base - $7,407,710 1st Amendment $0 2nd Amendment $0 Total $7,407,710 President Jun 6, 2023 Christopher D. Jensen City Manager Jun 6, 2023 Jun 6, 2023 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 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 10 (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 claim, $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. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: 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 4/10/2023 License # 0C41366 (925) 462-8400 (925) 462-8888 25674 4LEAF, Inc. 2126 Rheem Dr Pleasanton, CA 94588 35378 A 1,000,000 X X 6800J268720 4/9/2023 4/9/2024 1,000,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000A 8107R025623 4/9/2023 4/9/2024 6,000,000A CUP1S364055 4/9/2023 4/9/2024 6,000,000 A X UB2T357728 4/9/2023 4/9/2024 1,000,000 1,000,000 1,000,000 B Professional Liab MKLV7PL0005809 4/9/2023 Each Claim 2,000,000 B MKLV7PL0005809 4/9/2023 4/9/2024 Aggregate 2,000,000 The attached forms apply as required per written contract or written agreements between the listed parties and the insured, which are subject to the policy provisions. In the absence of such written contract or written agreement the attached form may not be applicable. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as additional insured on General Liability Policy per attached endorsement CG D3 81 09 15. Primary and non-contributory applies to General Liability policy per attached endorsement CG D3 81 09 15. Waivers of subrogation apply to General Liability and Workers Compensation Policies per attached endorsements CG D3 81 09 15 and WC 99 03 76. Professional Liability Retro Date 4/1/07 City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 4LEAINC-01 MINED1 Granite Professional Insurance Brokerage, Inc. 360 Lindbergh Avenue Livermore, CA 94551 commercial@graniteins.com Travelers Property Casualty Company of America Evanston Insurance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inspection services amendment Final Audit Report 2023-06-07 Created:2023-06-06 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA3dSefMbFFZty1cmUZTUkxgmoM1x0K16V "SB35 inspection services amendment" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-06-06 - 9:46:36 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-06-06 - 9:50:07 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-06-06 - 9:55:09 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Kevin Duggan (kduggan@4leafinc.com) for signature 2023-06-06 - 9:55:10 PM GMT Email viewed by Kevin Duggan (kduggan@4leafinc.com) 2023-06-06 - 10:16:28 PM GMT- IP address: 96.90.210.142 Document e-signed by Kevin Duggan (kduggan@4leafinc.com) Signature Date: 2023-06-06 - 10:17:20 PM GMT - Time Source: server- IP address: 96.90.210.142 Document emailed to christopherj@cupertino.org for signature 2023-06-06 - 10:17:21 PM GMT Email viewed by christopherj@cupertino.org 2023-06-06 - 10:26:07 PM GMT- IP address: 104.47.73.254 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-06-06 - 10:26:26 PM GMT- IP address: 64.165.34.3 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-06-06 - 10:26:28 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2023-06-06 - 10:26:29 PM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2023-06-07 - 2:01:00 AM GMT- IP address: 104.47.73.254 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2023-06-07 - 2:01:12 AM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-06-07 - 2:01:13 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-06-07 - 3:57:04 AM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-06-07 - 3:57:11 AM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2023-06-07 - 3:57:11 AM GMT