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21-215 Amendment #1 dated 5-24-22 to NexInite Contract for form digitizationFIRST AMENDMENT TO AGREEMENT 339 BETWEEN THE CITY OF CUPERTINO AND NEXINITE. LLC. FORW This First Amendment to Agreement 339 between the City of Cupertino and NEXINITE, LLC., is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City”) and NEXINITE, LLC., a Limited Liability Company (“Contractor”) whose address is PO Box 749, Napa, CA 94559, and is made with reference t0 the following: RECITALS: A. On 9/21/21 Agreement 339 (“Agreement”) was entered into by and between City and Contractor for Form Digitization. B. City and Contractor desire t0 modify the Agreement 0n the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 3.1 Time of Performance is modified t0 read as follows: This Agreement begins 0n the Effective Date and ends on June 30, 2023 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin 0n the effective date and shall be completed by June 30, 2023. The City’s appropriate department head 0r the City Manager may extend the Contract Time through a written amendment t0 this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject t0 the City’s purchasing policy. 2. Paragraph 4.1 Compensation is modified t0 read as follows: Maximum Compensation. City will pay Contractor for satisfactory performance 0f the Services an amount that Will based on actual costs but that will be capped s0 as not t0 exceed $70,000.00 (“Contract Price”), based upon the scope 0f services in Exhibit A and the budget included in Exhibit C1, 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 0r payment is permitted Without prior written approval 0f City. 3. Exhibit C 0f the Agreement is replaced with a new Exhibit C1 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 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO NEXINITE, LLC. By __________ _ By __________ _ Title ___________ _ Title ___________ _ Date ___________ _ Date ____________ APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date ___________ _ EXPENDITURE DISTRIBUTION Item PO Number Amount !Contract Services 2022-202 4o,o0ol !contract Services Tbd 30,0001 Total 10,oooJ 2 Managing Partner Apr 27, 2022 Christopher D. Jensen CTO May 24, 2022 May 24, 2022 EXHIBIT C1  Fiscal Year Budget not to exceed $70,000. 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 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 $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 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-MAIL ADDRESS: 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 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. (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSR 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 AUTOSAUTOS NON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED 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 ER OTH- TORY LIMITS WC STATU- LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, 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) GENERAL LIABILITY 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 (2010/05)© 1988-2010 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD 07/24/2018 Applegate-Beard Insurance Solutions PO Box 2213 Yountville, CA. 94599 Michael Applegate 707.235.1059 707.637.8136 mike@binsurancesolutions.com A 57 SBM BL6316 DX 10,000 1,000,000 2,000,000 2,000,000 B Progressive Commercial M Applegate 57 WEC AC8PCGY Hartford/Trumbull Insurance Hartford/Sentinel Insurance C D Professional Liability EK13405299 CSL10.31.21 10.31.22 $ 2,000,000 Scottsdale Insurance 2.21.22 2.21.23 2.21.22 2.21.23 2,000,000 2,000,000 2,000,000 2,000,000 1,000,000 1,000,000 1,000,000 2,000,000 100,000 3.1.22 3.1.2300481056-2 Nexinite LLC PO Box 749 Napa, CA. 94559 Applegate-Beard Insurance Solutions PO Box 4578 Sunriver, OR 97707 4.22.22 Additional Insured includes:The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Marilyn Pavlov - marilynp@cupertino.org POLICY NUMBER: 57 SBM BL6316 � THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -PERSON-ORGANIZATION THE CITY OF CUPERTINO, ITS CITY COUNCIL, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS AND VOLUNTEERS 10300 TORRE AVE CUPERTINO, CA 95014 KENNEDY/ JENKS CONSULTANTS, INC. AND EAST COUNTY ADVANCED WATER PURIFICATION JOINT POWERS AUTHORITY ITS MEMBERS, EACH MEMBER OF THE BOARD, OFFICERS, EMPLOYEES, AGENTS AND DESIGNATED VOLUNTEERS 9325 SKY PARK CT. STE. #300 SAN DIEGO, CA 92123 Printed in U.S.A. Page 001 Form IH 12 00 11 85 T SEQ. NO. 002 Expiration Date: 02/21/23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative (1) Printed in U.S.A.Form WC 04 03 06 Process Date: 01/12/22 Policy Expiration Date: 02/21/23 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Endorsement Number:Policy Number: 57 WEC AC8PCG Effective Date: 02/21/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:Nexinite Inc. 4225 SOLANO AVE # 523 NAPA CA 94558 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description The City of Cupertino 10300 Torre Ave Cupertino, CA 95014 1 First Amendment to NexInite Contract for form digitization Final Audit Report 2022-05-24 Created:2022-04-27 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA5lddERfMEZNupbAL8tHu4z_k_dsJeGdN "First Amendment to NexInite Contract for form digitization" Hist ory Document created by City of Cupertino (webmaster@cupertino.org) 2022-04-27 - 4:35:48 AM GMT- IP address: 69.181.110.140 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-04-27 - 4:46:00 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-04-27 - 3:24:53 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Jeff Wright (jeff@nexinite.com) for signature 2022-04-27 - 3:24:57 PM GMT Email viewed by Jeff Wright (jeff@nexinite.com) 2022-04-27 - 5:13:08 PM GMT- IP address: 45.73.153.2 Document e-signed by Jeff Wright (jeff@nexinite.com) Signature Date: 2022-04-27 - 5:17:08 PM GMT - Time Source: server- IP address: 45.73.153.2 Document emailed to Christopher D. Jensen (christopherj@cupertino.org) for signature 2022-04-27 - 5:17:11 PM GMT Email viewed by Christopher D. Jensen (christopherj@cupertino.org) 2022-04-27 - 5:37:01 PM GMT- IP address: 104.47.74.126 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-04-27 - 5:37:18 PM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2022-04-27 - 5:37:21 PM GMT City of Cupertino (webmaster@cupertino.org) replaced signer Bill Mitchell (billm@cupertino.org) with Nidhi Mathur (nidhim@cupertino.org) 2022-05-12 - 6:32:38 PM GMT- IP address: 69.181.110.140 Document emailed to Nidhi Mathur (nidhim@cupertino.org) for signature 2022-05-12 - 6:32:39 PM GMT Email viewed by Nidhi Mathur (nidhim@cupertino.org) 2022-05-12 - 6:47:41 PM GMT- IP address: 104.28.124.180 New document URL requested by Nidhi Mathur (nidhim@cupertino.org) 2022-05-24 - 4:28:48 PM GMT- IP address: 73.63.186.99 New document URL requested by Nidhi Mathur (nidhim@cupertino.org) 2022-05-24 - 4:36:33 PM GMT- IP address: 73.63.186.99 Bill Mitchell (billm@cupertino.org) entered valid password. 2022-05-24 - 5:03:56 PM GMT Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2022-05-24 - 5:04:33 PM GMT - Time Source: server- IP address: 73.63.186.99 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-05-24 - 5:04:36 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-05-24 - 5:07:29 PM GMT- IP address: 104.47.73.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-05-24 - 5:07:37 PM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2022-05-24 - 5:07:37 PM GMT