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20-151 Amendment #1 dated 7-12-23 to Geotab agreement1 FIRST AMENDMENT TO AGREEMENT 20-151 BETWEEN THE CITY OF CUPERTINO AND GEOTAB USA INC, FOR TELEMATICS This First Amendment to Agreement 20-151 between the City of Cupertino and GEOTAB USA. INC. is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and GEOTAB. USA., INC, a Delaware corporation (“Contractor”) whose address is 7180 Pollock Dr., Las Vegas, NV 89119, and is made with reference to the following: RECITALS: A. On 11/16/20 Agreement 20-151 (“Agreement”) was entered into by and between City and Contractor for Form Digitization. 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. Paragraph 2.3 Services and Compensation is modified to read as follows: Services and Compensation. Contractor shall sell, furnish, and deliver to the City the following Services: telematics GPS and onboard diagnostic hardware, monitoring and analytic software, and installation services of substantially the same type and kind purchased under the DGS Agreement, except as modified by Exhibit B1 attached hereto and incorporated by this reference, for an annual amount not to exceed Thirty-Five Thousand Dollars ($35,000) for monitoring services. Total compensation under this Agreement shall not exceed $136,638. 2. Paragraph 2.5 Term is modified to read as follows: This Agreement begins on the Effective Date and ends on September 14th, 2025 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s services shall begin on September 14th, 2020, and shall be completed by September 14th, 2025. 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. Time is of the essence for the performance of all services. 3. Exhibit B of the Agreement is replaced with a new Exhibit B2 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 By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date GEOTAB USA, INC. By Title Date EXPENDITURE DISTRIBUTION Item Amount Original Contract $101,638 First Amendment $35,000 Total $136,638 CEO Jul 10, 2023 Christopher D. Jensen CTO Jul 12, 2023 Jul 12, 2023 Mary Till <till@sawatchlabs.com> Geotab California Contract Quote 1 message california@geotab.com <california@geotab.com>Mon, Dec 19, 2022 at 9:45 AM To: till@sawatchlabs.com, california@geotab.com Contact: Mary Till Agency/Department Name: Cupertino, CA Email: till@sawatchlabs.com Fleet Size: 101-499 Phone: 3035782465 Quote Date: 12/19/2022 11:45:47 Quote Number: rjqie Thank you for considering Geotab for your fleet management needs. This quote is valid for 90 days from the quote date unless extended in writing by Geotab. For further information, please contact california@geotab.com (copied in email). One-Time Cost Core/Non- core CLIN SKU Per Unit Cost MSRP Discount Description Quantity Amount Core CLIN 24 ProPlus Plan $0 Geotab GO9 telematics device, ProPlus plan, universal harness, standard installation, de-installation, and training. Required installation instructions for the State of California are linked on the Supplemental Order Form. 3 $0.00 Core CLIN 25 ProPlus Plan $20.00 Geotab GR9 telematics device, ProPlus plan, universal harness, standard installation, deinstallation, and training. Required installation instructions for the State of California are linked on the Supplemental Order Form.3 $60.00 Total One-Time Cost (Tax not included) $60.00 Monthly Costs Core/Non- core CLIN SKU Per Month Cost MSRP Discount Description Quantity Amount Core CLIN 24 ProPlus Plan $20.50 Geotab GO9 telematics device, ProPlus plan, universal harness, standard installation, de-installation, and training. Required installation instructions for the State of California are linked on the Supplemental Order Form. 3 $61.50 Core CLIN 25 ProPlus Plan $20.50 Geotab GR9 telematics device, ProPlus plan, universal harness, standard installation, deinstallation, and training. Required installation instructions for the State of California are linked on the Supplemental Order Form. 3 $61.50 Total Monthly Cost (Tax not included) $123.00 Expiration Date of Contract: 6/17/2023 Acceptance of Products, Pricing and Terms and Conditions All terms and conditions are governed by the State of California - Department of General Services - Agreement Number 1-19-58-69 All applicable county/city/state sales tax for these products and services will be added to the final invoice(s). Please submit all purchase orders via email to Geotab at cageotaborders@geotab.com EXHIBIT B2 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Sept. 2019 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 01 (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 $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 C Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Sept. 2019 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. 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) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY C 3603-13-67 ECE X HOU-003982284-12 1,000,000 1,000,000 X 25674 1,000,000 SIR Williamville, NY 14221 N X10/13/2022 17 12/31/2023 12/31/2022 12/31/2023 35906826 Tech E&O/Cyber B 1,000,000 1,000,000 X 1560196 Travelers Property Casualty Company of America 1,000,000 C X 06/08/2023 250,000 12/31/2022 2,000,000 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers is/are included as additional insured where required by a written contract, subject to terms, conditions and exclusions of the Insurance policy with respect to General and Auto Liability. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the X Cupertino, CA 95014 The City of Cupertino named insured subject to policy terms and conditions. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions. A Chubb Insurance Company Of Canada CN00000--GAWU-22-23, Limits: 10,000 10/13/2023 1,000,000 79872225 1,000,000 20281 1,000,000 1,000,000 12/31/2023 UB-9T292440-22-42-E Sheridan Meadows Corporate Park North MARSH USA LLC. X 6500 Sheridan Drive, Suite 114 7180 POLLOCK DR GEOTAB USA, INC. LAS VEGAS, NV 89119-9003 X 35906826 12/31/2022 10300 Torre Avenue X X 12/31/2022 X C 12/31/2023 Federal Insurance Company First Amendment to Geotab agreement Final Audit Report 2023-07-12 Created:2023-07-10 By:Marilyn Pavlov (marilynp@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAIdE_sj8CIBszXPqdNDQ5yo2q8b3Ov8JT "First Amendment to Geotab agreement" History Document created by Marilyn Pavlov (marilynp@cupertino.org) 2023-07-10 - 3:21:42 PM GMT- IP address: 64.165.34.3 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2023-07-10 - 3:24:04 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-07-10 - 3:24:05 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-07-10 - 3:54:15 PM GMT - Time Source: server- IP address: 73.170.104.117 Document emailed to jamietelfer@geotab.com for approval 2023-07-10 - 3:54:16 PM GMT Email viewed by jamietelfer@geotab.com 2023-07-10 - 4:38:43 PM GMT- IP address: 74.125.212.67 Signer jamietelfer@geotab.com entered name at signing as Jamie Telfer 2023-07-10 - 6:22:04 PM GMT- IP address: 24.141.216.16 Document approved by Jamie Telfer (jamietelfer@geotab.com) Approval Date: 2023-07-10 - 6:22:06 PM GMT - Time Source: server- IP address: 24.141.216.16 Document emailed to Neil Cawse (neilcawse@geotab.com) for signature 2023-07-10 - 6:22:08 PM GMT Email viewed by Neil Cawse (neilcawse@geotab.com) 2023-07-10 - 6:22:10 PM GMT- IP address: 66.249.89.205 Document e-signed by Neil Cawse (neilcawse@geotab.com) Signature Date: 2023-07-10 - 6:43:38 PM GMT - Time Source: server- IP address: 72.138.33.126 Document emailed to christopherj@cupertino.org for signature 2023-07-10 - 6:43:40 PM GMT Email viewed by christopherj@cupertino.org 2023-07-10 - 6:44:07 PM GMT- IP address: 104.47.74.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-07-10 - 6:44:22 PM GMT- IP address: 136.24.22.111 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-07-10 - 6:44:24 PM GMT - Time Source: server- IP address: 136.24.22.111 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2023-07-10 - 6:44:25 PM GMT Email viewed by Bill Mitchell (billm@cupertino.org) 2023-07-12 - 8:24:53 PM GMT- IP address: 104.47.73.254 Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2023-07-12 - 8:25:31 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-07-12 - 8:25:33 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-07-12 - 8:34:40 PM GMT- IP address: 104.47.73.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-07-12 - 8:34:47 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2023-07-12 - 8:34:47 PM GMT