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20-094 Amendment #3 01-11-20211 THIRD AMENDMENT TO AGREEMENT 20-094 BETWEEN THE CITY OF CUPERTINO AND CUPERTINO LESSEE LLC DBA JUNIPER HOTEL CUPERTINO, CURIO COLLECTION BY HILTON FOR MEAL PREPARATION FOR THE SENIOR MEAL DELIVERY PROGRAM This Third Amendment to Agreement 20-094 between the City of Cupertino and Cupertino Lessee LLC DBA Juniper Hotel Cupertino, Curio Collection by Hilton, for reference dated 7/22/2020, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Cupertino Lessee LLC DBA Juniper Hotel Cupertino, Curio Collection by Hilton, a Food Service Provider (“Contractor”) whose address is 10050 S De Anza Blvd., Cupertino, CA 95014, and is made with reference to the following: RECITALS: A. On 7/22/2020, Agreement 20-094 (“Agreement”) was entered into by and between City and Contractor for Meal Preparation for the Senior Meal Delivery Program. B. On 8/13/2020, City and Contractor agreed to the First Amendment for the Senior Meal Delivery Program. C. On 9/18/2020, City and Contractor agreed to the Second Amendment for the Senior Meal Delivery Program. D. The Agreement, First Amendment, and Second Amendment are collectively referred to as the “Agreement” unless otherwise indicated. E. 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. Services Paragraph 2 of the Agreement is modified to read as follows: Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A4. Contractor further agrees to carry out work in compliance with the City’s Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A. 2 2. Time of Performance Paragraph 3 of the Agreement is modified to read as follows: 3.1 This Agreement begins on the Effective Date and ends on February 24, 2021 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on July 22, 2020 and shall be completed by February 24, 2021. 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 B4. 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. 3. Compensation Paragraph 4 of the Agreement is modified to read as follows: 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $18,040.59 (“Contract Price”), based upon the scope of services in Exhibit A4 and the budget and rates included in Exhibit C, Compensation attached and incorporated here. 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. 4. Exhibits A3 and B3 of the Agreement are replaced with new Exhibit A4 and B4 attached hereto. 5. 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. 3 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONTRACTOR CUPERTINO LESSEE LLC doing business as JUNIPER HOTEL CUPERTINO, CURIO COLLECTION BY HILTON By: Hilton Management LLC, its Managing Agent ______ Title ______ Date________________________________ CITY OF CUPERTINO By ______ Title ______ Date________________________________ APPROVED AS TO FORM ______ City Attorney ATTEST: ______ City Clerk Date________________________________ Bharat Hotel Manager Jan 7, 2021 Heather M. Minner Director of Parks and Recreation Jan 11, 2021 Jan 11, 2021 4 EXPENDITURE DISTRIBUTION PO #2021-119 100-62-608 700-702 Original $2,825.28 Amendment #1: $3,178.44 Amendment #2: $8,210.97 Amendment #3: $3,825.90 Total: $18,040.59 1274897.1 EXHIBIT A4 SCOPE OF WORK The Contractor agrees to the following: - To cook and provide approximately 26 meals per day (approximately 52 per week, excluding Labor Day, Veterans Day, City shutdown period, January 4, 2021, Martin Luther King Jr. Day, and President’s Day) for the Senior Food Delivery Program. o On service days preceding a City holiday, City may order additional meals suitable for frozen storage. - The meals will be individually packaged for delivery to multiple locations. - Each meal will consist of one main dish and one side dish. The City agrees to the following: - To provide staff to pick up the meals from the Contractor. - To contact the Contractor at least one day ahead to confirm the exact number of meals needed for the following service day’s delivery. EXHIBIT B4 SCHEDULE OF PERFORMANCE The City and Contractor agree to the following schedule: For pick up every Monday and Wednesday morning, at 11:30am, starting from July 22, 2020 to February 24, 2021. There will be no service on Monday, September 7, 2020 due to the Labor Day holiday, Wednesday, November 11, 2020 due to the Veterans Day holiday, Monday and Wednesday, December 28 and 30, 2020 due to the City shutdown, Monday, January 4, 2021, Monday, January 18, 2021, due to the Martin Luther King Jr. holiday, and Monday, February 15, 2021, due to the President’s Day holiday. 2,500,000 12/01/2021 XSL G71568994 SCFC67823722 (WI) CLE-006591092-05 2,000,000 WLR C67819767 ( AZ,CA &MA) X X 43575 Attn: philadelphia.certs@marsh.com / Fax: 212-948-0360 N X Excess of $500,000 SIR 12/01/2020 6 12/01/2021ISA H25312521 B 2,500,000 2,500,000 20702 Indemnity Ins Co Of North America 2,000,000 X policy terms, conditions and exclusions. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by 12/18/2020 45630 12/01/2020 12/01/2020 Re: Facility ID: 45630. Juniper Hotel Cupertino, Curio Collection by Hilton, 10050 S. De Anza Boulevard, Cupertino, CA 95014. X 12/01/2020 Cupertino, CA 95014 City of Cupertino The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers included as additional insured (except workers compensation) where required by written contract, subject to the X written contract. Waiver of subrogation included where required by written contract. A C ACE Fire Underwriters Insurance Company CN114618889-All-GAWLG-20-21 0 12/01/2021 2,000,000 A 2,500,000 22667 2,500,000 2,000,000 WLR C67819809 (AOS) 1717 Arch Street Marsh USA, Inc. Philadelphia, PA 19103 7930 Jones Branch Drive Hilton Worldwide Holdings Inc. McLean, VA 22102 12/01/2020 10300 Torre Avenue A 12/01/2021 12/01/2021 ACE American Insurance Company YE!;1!14!86!)16029* Yqtmgtu(!Eqorgpucvkqp!cpf!Gornq{gtu(!Nkcdknkv{!Rqnke{ Pcogf!Kpuwtgf JKNVQP!YQTNFYKFG!JQNFKPIU-!KPE/ 8;41!LQPGU!DTCPEJ!FTKXG OENGCP!XC!33212 Gpfqtugogpv!Pwodgt Rqnke{!Pwodgt U{odqn<YNT Pwodgt<E7892;878 Rqnke{!Rgtkqf 23.12.3131 VQ 23.12.3132 Ghhgevkxg!Fcvg!qh!Gpfqtugogpv 23.12.3131 Kuuwgf!D{!)Pcog!qh!Kpuwtcpeg!Eqorcp{* CEG!COGTKECP!KPUWTCPEG!EQORCP[ Kpugtv!vjg!rqnke{!pwodgt/!Vjg!tgockpfgt!qh!vjg!kphqtocvkqp!ku!vq!dg!eqorngvgf!qpn{!yjgp!vjku!gpfqtugogpv!ku!kuuwgf!uwdugswgpv!vq!vjg!rtgrctcvkqp!qh!vjg!rqnke{/ ECNKHQTPKC!YCKXGT!QH!QWT!TKIJV!VQ!TGEQXGT!HTQO!QVJGTU!GPFQTUGOGPV Vjku gpfqtugogpv crrnkgu qpn{ vq vjg kpuwtcpeg rtqxkfgf d{ vjg rqnke{ dgecwug Ecnkhqtpkc ku ujqyp kp Kvgo 4/C/ qh vjg!Kphqtocvkqp!Rcig/ Yg jcxg vjg tkijv vq tgeqxgt qwt rc{ogpvu htqo cp{qpg nkcdng hqt cp kplwt{ eqxgtgf d{ vjku rqnke{/ Yg yknn pqv gphqteg qwt tkijv cickpuv vjg rgtuqp qt qticpk|cvkqp pcogf kp vjg Uejgfwng- dwv vjku yckxgt crrnkgu qpn{ ykvj tgurgev vq dqfkn{ kplwt{ ctkukpi qwv qh vjg qrgtcvkqpu fguetkdgf kp vjg Uejgfwng- yjgtg {qw ctg tgswktgf d{ c ytkvvgp eqpvtcev vq!qdvckp!vjku!yckxgt!htqo!wu/ [qw owuv ockpvckp rc{tqnn tgeqtfu ceewtcvgn{ ugitgicvkpi vjg tgowpgtcvkqp qh {qwt gornq{ggu yjkng gpicigf kp vjg yqtm!fguetkdgf!kp!vjg!Uejgfwng/ Uejgfwng 2/ ) * Urgekhke!Yckxgt Pcog!qh!rgtuqp!qt!qticpk|cvkqp< )Z * Dncpmgv!Yckxgt Cp{ rgtuqp qt qticpk|cvkqp hqt yjqo vjg Pcogf Kpuwtgf jcu citggf d{ ytkvvgp eqpvtcev vq hwtpkuj vjku yckxgt/ 3/ Qrgtcvkqpu< CNN!QRGTCVKQPU!EQPFWEVGF!D[!CP!KPUWTGF!RWTUWCPV!VQ!UWEJ YTKVVGP!EQPVTCEV 4/ Rtgokwo< Vjg!rtgokwo!ejctig!hqt!vjku!gpfqtugogpv!ujcnn!dg 2/1 rgtegpv!qh!vjg!Ecnkhqtpkc!rtgokwo!fgxgnqrgf qp!rc{tqnn!kp!eqppgevkqp!ykvj!yqtm!rgthqtogf!hqt!vjg!cdqxg!rgtuqp)u*!qt!qticpk|cvkqp)u*!ctkukpi!qwv!qh!vjg qrgtcvkqpu!fguetkdgf/ 5/ Okpkowo!Rtgokwo<%1 Cwvjqtk|gf!Tgrtgugpvcvkxg Third Amendment for Senior Meal Delivery Contract Final Audit Report 2021-01-12 Created:2021-01-07 By:Kevin Khuu (KevinK@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAlX4aip7_UX2DkZnacq8KvddVXVnbDNd4 "Third Amendment for Senior Meal Delivery Contract" History Document created by Kevin Khuu (KevinK@cupertino.org) 2021-01-07 - 1:39:27 AM GMT- IP address: 73.70.97.4 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-01-07 - 1:42:43 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-01-07 - 5:23:38 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Bharat (bharat.lugani@hilton.com) for signature 2021-01-07 - 5:23:40 PM GMT Email viewed by Bharat (bharat.lugani@hilton.com) 2021-01-07 - 5:44:00 PM GMT- IP address: 104.47.36.254 Document e-signed by Bharat (bharat.lugani@hilton.com) Signature Date: 2021-01-07 - 5:44:27 PM GMT - Time Source: server- IP address: 167.187.100.205 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2021-01-07 - 5:44:29 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2021-01-11 - 11:42:24 PM GMT- IP address: 104.143.198.94 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2021-01-11 - 11:42:56 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Joanne Magrini (joannema@cupertino.org) for signature 2021-01-11 - 11:42:58 PM GMT Email viewed by Joanne Magrini (joannema@cupertino.org) 2021-01-12 - 0:10:44 AM GMT- IP address: 104.47.46.254 Document e-signed by Joanne Magrini (joannema@cupertino.org) Signature Date: 2021-01-12 - 0:35:06 AM GMT - Time Source: server- IP address: 98.35.250.21 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-01-12 - 0:35:08 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-01-12 - 1:02:12 AM GMT- IP address: 69.110.137.176 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-01-12 - 1:02:31 AM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2021-01-12 - 1:02:31 AM GMT