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21-052 Amendment #1 dated 12-14-20211    FIRST AMENDMENT TO AGREEMENT 21-502 BETWEEN THE CITY OF CUPERTINO AND BANG THE TABLE USA LLC FOR WEB HOSTING This First Amendment to Agreement 21-502 between the City of Cupertino and BANG THE TABLE USA LLC is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and BANG THE TABLE USA LLC, a Corporation (“Contractor”) whose address is P.O Box 1028, Boulder, CO 80306, and is made with reference to the following: RECITALS: A. On May 10, 2021, Agreement 21-502 (“Agreement”) was entered into by and between City and Contractor for Bang the table, for Web Hosting. B. Together, the Original Agreement and the First Amendment are hereafter referred to as the “Agreement”. 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: 1. TERM. Paragraph 1 of the Agreement is modified to read as follows: The term of this Agreement shall commence on the last date signed below (“Effective Date”). The term of this Agreement ends 5/10/2022, unless the Agreement is terminated prior thereto under the provisions of Section 16, below. The City’ s appropriate department head or the City Manager may extend the Term 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. 2. COMPENSATION. Paragraph 18 (misnumbered as 3 of the agreement) is modified to read as follows: Software Provider shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed 26,500.00. The payments specified in this section shall be the only payment to be made to Software Provider for services rendered pursuant to this Agreement. Software Provider shall invoice City according to the schedule of milestones/deliverables. 3. Exhibit A of the Agreement is replaced with a new Exhibit A-1 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 BANG THE TABLE USA LLC      By Title Date Office Manager N. America Dec 14, 2021 Christopher D. Jensen Dec 14, 2021 CTO Dec 14, 2021 3    EXPENDITURE DISTRIBUTION Item PO Number Amount Software 21-436 $4,500 Software tbd $22,000   Pricing and Deliverables EngagementHQ Unlimited License Offer TOTAL COST $22,000 plus applicable taxes This document and the information in it are provided in confidence, for the sole purpose of exploring business opportunities between the disclosing party and the receiving party and may not be disclosed to any third party or used for any other purpose without the express written permission of the disclosing party. Pricing is valid for 60 days. Item (included in cost above)Annual Price EngagementHQ License ●Unlimited project capacity ●Branded homepage and choice of layouts, custom domain name, SSL ●Access to all Information Sharing Tools, Feedback Tools, Participant Relationship Management, Analytics (including sentiment analysis), Comment Tagging, Summary and Detailed Reports ●2 site administrator accounts $17,500 EngagementIQ Support - Partner ●Up to 20 hrs of Advice from a dedicated Practice Lead ●Annual Site Review and benchmarking report ●Up To 2 x 60 min refresher training ●Priority SLA's for Chat (5 mins) Email (1 hr) + 24/7 Moderation $3,500 Project Finder Embed any or all of your engagement projects onto any website $1,000 EXHIBIT A Contract No. ________ Page 11 of 13 Exhibit B: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. 1. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Additional Insureds: 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 Commercial General Liability and Cyber 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 Software Provider’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. 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. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants. General Liability: 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 Software Provider’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). Contract No. ________ Page 12 of 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 Agreement. 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. 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. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider . Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2. ABSENCE OF INSURANCE COVERAGE. City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, Cit y may purchase appropriate insurance and charge all costs related to such policy to Software Provider. 3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for th e term of this Agreement. All of the insurance companies providing insurance for Software Provider shall be licensed to do insurance business in the State of California and shall have, and provide evidence of, a Best Rating Service rate of A:VII or above. Contract No. ________ Page 13 of 13 4. SUBCONTRACTORS Software Provider 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. 5. HIGHER INSURANCE LIMITS If Software Provider 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 Software Provider . 6. 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 2/26/2021 19070 Bang The Table USA, LLC 2400 Spruce Street, Suite 204 Boulder, CO 80302 A X UB1N332448 6/15/2020 6/15/2021 1,000,000 1,000,000 1,000,000 Waiver of Subrogation is granted in favor of the certificate holder with regards to the workers compensation policy. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Ave. Cupertino, CA 95014 BANGTHE-01 TONEIL AP Intego Insurance Group, LLC 1601 Trapelo Rd Suite 280 Waltham, MA 02451 support@apintego.com The Standard Fire Insurance Company X ENDORSEMENT WC 00 03 13 (00) - POLICY NUMBER: EMPLOYERS LIABILITY POLICY AND WORKERS COMPENSATION WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 001 ONE TOWER SQUAREHARTFORD CT 06183 UB-1N332448-20-42-G 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. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED ORGANIZATION: DESIGNATED PERSON: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE:PAGEST ASSIGN:OF04-21-20 1 1 First Amendment to Bang the table SaaS Final Audit Report 2021-12-14 Created:2021-12-13 By:Marilyn Monreal (Marilynm@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAokfEUCu7rQnoiQYDjCQ_VG9izPXVlOv2 "First Amendment to Bang the table SaaS" History Document created by Marilyn Monreal (Marilynm@cupertino.org) 2021-12-13 - 9:24:55 PM GMT- IP address: 73.93.48.121 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-12-13 - 9:45:45 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-12-13 - 11:03:05 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Angie Tilley (angie@bangthetable.com) for signature 2021-12-13 - 11:03:08 PM GMT Email viewed by Angie Tilley (angie@bangthetable.com) 2021-12-14 - 8:04:48 PM GMT- IP address: 66.249.88.26 Document e-signed by Angie Tilley (angie@bangthetable.com) Signature Date: 2021-12-14 - 8:05:28 PM GMT - Time Source: server- IP address: 173.31.230.55 Document emailed to Christopher D. Jensen (christopherj@cupertino.org) for signature 2021-12-14 - 8:05:31 PM GMT Email viewed by Christopher D. Jensen (christopherj@cupertino.org) 2021-12-14 - 8:16:30 PM GMT- IP address: 172.226.36.98 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2021-12-14 - 8:43:11 PM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2021-12-14 - 8:43:14 PM GMT Email viewed by Bill Mitchell (billm@cupertino.org) 2021-12-14 - 9:07:21 PM GMT- IP address: 73.63.186.99 Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2021-12-14 - 9:27:20 PM GMT - Time Source: server- IP address: 73.63.186.99 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-12-14 - 9:27:22 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-12-14 - 9:29:42 PM GMT- IP address: 104.28.85.197 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-12-14 - 9:30:04 PM GMT - Time Source: server- IP address: 162.245.20.145 Agreement completed. 2021-12-14 - 9:30:04 PM GMT