06-106 Amendment #3 08-12-20201
THIRD AMENDMENT TO AGREEMENT BETWEEN
THE CITY OF CUPERTINO AND INSIGHT
CONSULTING SERVICES FOR CONSULTATION
SERVICES
This Third Amendment to Agreement between the City of Cupertino and Insight Consulting
Services, for reference dated 9/23/2016, is by and between the CITY OF CUPERTINO, a municipal
corporation (hereinafter "City") and Insight Consulting Services, a limited liability company
(“Consultant”) whose address is PO Box 731069 Dallas, Texas 75373, and is made with reference to
the following:
RECITALS:
A. The City and the Consultant entered into an Agreement for Consultation Services
(“Original Agreement”) effective July 1, 2006, with a term expiring on June 30, 2011.
B. The City and the Consultant entered into a First Amended and Restated Agreement for
Consultation Services (“First Amended Agreement”) effective July 1, 2011 with a term
expiring on June 30, 2016; and
C. The City and the Consultant entered into a Second Amended and Restated Agreement
for Consultation Services (“Second Amended Agreement”) effective July 1, 2016 with a term
expiring on June 30, 2020; and
D. Section 6(c) of the Second Amended Agreement states the “City shall have six one-
year options that the City may exercise in its sole discretion and if it chooses to exercise any
option(s) unless the parties mutually agree to amend any term or condition of this Agreement;
and
E. The City and the Consultant desire to continue Consultant’s services to the City under
the Second Amended Agreement, and hereby affirm their intent that it remain in full force and
effect as amended and restated by this Third Amendment.
NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as
follows:
1. The City of Cupertino shall exercise the first of six one-year options to extend the consultation
services. This extension begins on July 1, 2020 and ends on June 30, 2021, unless terminated
earlier pursuant to the terms of the Second Amended Agreement.
2. Consultant shall maintain insurance coverage as provided in Exhibit D, attached hereto
3. Except as expressly modified herein, all other terms and covenants set forth in the Second
Amended 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.
CONTRACTOR
By
Title
Date
CITY OF CUPERTINO
By
Title
Date
APPROVED AS TO FORM
City Attorney
ATTEST:
City Clerk
1254912.1
SVP Tax and Treasurer
Aug 12, 2020
Heather M. Minner
Kristina Alfaro
Aug 12, 2020
Director of Administrative Services
Aug 12, 2020
Revised: April 30, 2020 – Services Agreements
1
Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS
A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s
(“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement
(“Contract”), includes immediate compliance by Contractor and its subcontractors with the
restrictions on travel and the Social Distancing Requirements set forth in the most recent health
order issued by the County of Santa Clara Health Department in response to the COVID-19
pandemic, and any subsequent amendments or superseding orders thereto (the “Health
Order”), and any other local, state, or federal laws that have been or may be enacted in
response to the COVID-19 pandemic (collectively, “Health Laws”).
B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social
distancing requirements in the Health Order when preforming work under this Contract. If a
scope of work item, notice to proceed, or work order under this Contract specifies work that
cannot be performed in compliance with the Health Order or other Health Laws, Contractor
shall refrain from conducting the work and immediately inform the City.
C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to
require any person at high risk of severe illness from COVID-19 to leave their residence to
perform work under the Contract. Contractor will inform the City if other arrangements for the
work must be made, and City will do so, with no penalty to Contractor, although Contractor will
not be compensated for work performed by the City or third parties. Information from the
Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at:
https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html.
D. Health Order Requirements and Best Practices. Contractor will immediately undertake all
appropriate measures to ensure compliance with the Social Distancing Requirements in the
Health Order by all individuals performing work under this Contract, including Contractor's or
any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively,
"workers"), and shall maintain these measures for as long as required by the Health Order or
other Health Laws. As long as required by the operative Health Order or other Health Laws,
these measures shall include, but are not limited to, the following:
1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g.,
conference calls, video-conferencing, etc., to the greatest extent possible. Limit access
to any project site or any work area to workers who are necessary to perform in-person
work. Require non-essential personnel to work from home to the extent possible. Avoid
all non-essential travel.
2. Distancing. Where workers perform in-person work at a project site or a work area,
prohibit workers from being less than six feet apart, unless and only to the extent that
would compromise worker safety or violate safety Laws for specific operations. Prohibit
handshaking or any physical contact among workers, with the sole and limited exception
Revised: April 30, 2020 – Services Agreements
2
of any physical contact required for worker safety or to comply with safety Laws.
Prohibit workers from sharing a vehicle.
E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to
the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements
may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with
the City to implement new or changed requirements as quickly as possible.
F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require
any agents, subcontractors, or subconsultants to comply with its provisions.
1229192.7
Exh. D-Insurance Requirements for Design Professionals & Consultants 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.
OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:
EXHIBIT D
Insurance Requirements
Design Professionals & Consultants Contracts
Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts
2
Form Updated Sept. 2019
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.
SENTR.Y INSURANCE A MUTUAL COMPAH'/
Carrier Code No. 15571
WORKERSI COMPENSATION AND EMPLOYERS LIABILITY INSURAHCE POLICY
POLIC'/ NUMBER:90-05749-03 DO 201
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for
an injury covered by this policy. We vill not enforce our right
against the person or organization named in the Schedule. (This
agreement appliis only to the extent that you perform vork under
a written contract akhat requires you to obtain this agreement
from us. )
This agreamerrt sihall not operate directly or indirectly to benefit
any one not named in the Schedule.
SChedule
IIALL WRITTEN CONTRACTS PROVIDED SUCH CONTRACT WAS MADE PRIOR TO LOSSII
WC 00 03 13 (Ed. 04-84)
Copyright 1983 National Council on Compensation Insurance.
INS 90-05749-03 00 201
04-21-20
PAGE 001
INSIGHT ENTERPRISES INC
OITiWlla
00474
SENTR/ CASUALTY (.OMPANY
Carrier Code No, 37877
WORKERSI COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY
POLICY NUMBERi 90-05749-04 DO 201
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS EHDORSEMENT
We have the right to recover our payments from anyone liable for
an injury covered by this policy. We will no't enforce our right
against the person or organization namad in the. Schedule. (This
agreement applies only to the extent 'that you perform vork under
a vritten cont.rac* that requires you to obtain this agreement
from us. )
This egreeinent shall not operate directly or indirectly to bsnefit
any one not named in the Schedule.
Schedule
*IALL WRITTEN [.ONTRA[.TS PROVIDED SUCH CONTRACT WAS MADE PRIOR TO LOSSII
WC DO a3 13 (Ed. 04-84)
Copyright 1983 National Council on Compensation Insurance.
INS 90-05749-a4 00 201
04-21-20
PAGE ($01
(lljlRDlla
INSIGHT ENTERPRISES INC
fl0663
Third Amendment to agrmnt btwn Cupertino and
Insight for Consulting Services
Final Audit Report 2020-08-12
Created:2020-08-11
By:Mariela Vargas (marielar@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAA8EynlR_mPHpb45xSZTNqixocWIZ8iTs0
"Third Amendment to agrmnt btwn Cupertino and Insight for Con
sulting Services" History
Document created by Mariela Vargas (marielar@cupertino.org)
2020-08-11 - 5:01:08 PM GMT- IP address: 174.85.92.137
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
2020-08-11 - 5:04:52 PM GMT
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2020-08-11 - 5:22:15 PM GMT - Time Source: server- IP address: 24.23.184.82
Document emailed to Lynn Willden (lynn.willden@insight.com) for signature
2020-08-11 - 5:22:21 PM GMT
Email viewed by Lynn Willden (lynn.willden@insight.com)
2020-08-12 - 4:09:39 PM GMT- IP address: 68.99.245.184
Document e-signed by Lynn Willden (lynn.willden@insight.com)
Signature Date: 2020-08-12 - 4:11:08 PM GMT - Time Source: server- IP address: 68.99.245.184
Document emailed to Heather M. Minner (minner@smwlaw.com) for signature
2020-08-12 - 4:11:12 PM GMT
Email viewed by Heather M. Minner (minner@smwlaw.com)
2020-08-12 - 8:36:51 PM GMT- IP address: 45.41.142.66
Document e-signed by Heather M. Minner (minner@smwlaw.com)
Signature Date: 2020-08-12 - 8:37:27 PM GMT - Time Source: server- IP address: 52.39.49.65
Document emailed to Kristina Alfaro (kristinaa@cupertino.org) for signature
2020-08-12 - 8:37:31 PM GMT
Email viewed by Kristina Alfaro (kristinaa@cupertino.org)
2020-08-12 - 8:46:03 PM GMT- IP address: 104.47.45.254
Document e-signed by Kristina Alfaro (kristinaa@cupertino.org)
Signature Date: 2020-08-12 - 8:46:49 PM GMT - Time Source: server- IP address: 208.82.101.101
Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
2020-08-12 - 8:46:53 PM GMT
Email viewed by Kirsten Squarcia (kirstens@cupertino.org)
2020-08-12 - 9:22:07 PM GMT- IP address: 104.47.45.254
Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2020-08-12 - 9:22:16 PM GMT - Time Source: server- IP address: 148.64.105.190
Signed document emailed to Heather M. Minner (minner@smwlaw.com), Kristina Alfaro
(kristinaa@cupertino.org), Lynn Willden (lynn.willden@insight.com), Kirsten Squarcia (kirstens@cupertino.org),
and 3 more
2020-08-12 - 9:22:16 PM GMT