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21-072 Amendment #1 dated 6-30-22 Accela Consulting Services Agreement1 FIRST AMENDMENT TO AGREEMENT 21-072 BETWEEN THE CITY OF CUPERTINO AND AVOCETTE TECHNOLOGIES, INC., FOR ACCELA CONSULTING SERVICES FOR BUSINESS LICENSE MODULE AND GENERAL CONSULTING SUPPORT This First Amendment to Agreement 21-072 between the City of Cupertino and Avocette Technologies, Inc., is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Avocette Technologies, Inc., a (“Contractor”) whose address is 422 Sixth Street-2nd Floor, New Westminster, BC V3L3B2, and is made with reference to the following: RECITALS: A. On July 1, 2021 Agreement 21-072 (“Agreement”) was entered into by and between City and Contractor for Accela Consulting Services for Business License Module and general Consulting Support. 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. TIME OF PERFORMANCE Paragraph 3.1 of the Agreement is modified to read as follows: This Agreement begins on the Effective Date and ends on June 30, 2023 (“Contract Time”), unless terminated earlier as provided herein. Contractor’ s Services shall begin on the effective date and shall be completed by June 30, 2023. 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. 2. 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 AVOCETTE TECHNOLOGIES, INC. By Title Date EXPENDITURE DISTRIBUTION Item Amount Original Contract $87,000 Amendment 1 0 Total $87,000 Iain Cavanagh VP, Public Sector Unit Jun 30, 2022 Christopher D. Jensen CTO Jun 30, 2022 Jun 30, 2022 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 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 claim, $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 Jan. 2022 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 _______DAYS WRITTENDATETHEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. PROFESSIONAL LIABILITY ACCOUNT MANAGER NON-OWNED AUTOS WILLIS CANADA INC., A WILLIS TOWERS WATSON COMPANY DATE (MM/DD/YY) POLICY EXPIRATIONPOLICY EFFECTIVE CANCELLATION INSRLTR © ACORD CORPORATION 1988 $ $ $ $ $ $ $$ $ $ $ $ $ $ $ $ $ $ $ ACORD 25 (2001/08) INSURER A: COVERAGES CERTIFICATE HOLDER 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 W ITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NUMBER LIMITS PRODUCER INSURED GENERAL AGGREGATE EL EACH ACCIDENT EL DISEASE - POLICY LIMIT EL DISEASE - EA EMPLOYEE BODILY INJURY EACH OCCURRENCE AGGREGATE COMBINED SINGLE LIMIT PROPERTY DAMAGE PRODUCTS - COMP/OP AGG PERSONAL & ADV INJURY EACH OCCURRENCE DAMAGE TO RENTED MED EXP (Any one person) AUTO ONLY - EA ACCIDENT OTHER THAN AGG WC STATU-TORY LIMITS OTH-ER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS GENERAL LIABILITY AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS OCCUR DEDUCTIBLE EXCESS/UMBRELLA LIABILITY WORKER'S COMPENSATION AND OCCUR COMMERCIAL GENERAL LIABILITY GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS MADE ANY AUTO ANY PROPRIETOR/PARTNER/EXECUTIVE EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? If yes, describe under GARAGE LIABILITY DATE (MM/DD/YY)DATE (MM/DD/YY) AUTHORIZED REPRESENTATIVE INSURER B: INSURER C: INSURER D: INSURER E: ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW . HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION INSURERS AFFORDING COVERAGE NAIC# ADD'LINSRD POLICY LOCPRO-JECT CLAIMS MADE RETENTION $ SPECIAL PROVISIONS below OTHER PREMISES (Ea occurence) (Ea accident) (Per person) BODILY INJURY (Per accident) (Per accident) AUTO ONLY: EA ACC $ $ $ ACORDTM MPR 2755219 HIRED AUTOS $75,000 10/21/2021 09/30/21 ALL LIMITS ARE IN CANADIAN DOLLARS. THE CITY OF CUPERTINO, ITS CITY COUNCIL, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS AND VOLUNTEERS ARE INCLUDED AS ADDITIONAL INSURED(S) AS RESPECTS TO COMMERCIAL GENERAL LIABILITY COVERAGE(S) WHEN REQUIRED BY WRITTEN CONTRACT, SUBJECT TO POLICY TERMS & CONDITIONS, AS PERTAINS TO THE OPERATIONS OF THE INSURED. SEE ATTACHMENTS FOR MORE DETAILS. **SHARED LIMIT FOR TECHNOLOGY AND PROFESSIONAL LIABILITY, MEDIA LIABILITY, NETWORK SECURITY AND PRIVACY LIABILITY. NO COVERAGE FOR EXTORTION (INCLUDING RANSOMWARE) 09/30/22 WILLIS CANADA INC., A WILLIS TOWERS WATSON COMPANY 2650 - 666 BURRARD STREET VANCOUVER, BC V6C 2X8 PLP 2878253 09/30/21 09/30/22 $2,000,000 EACH CLAIM AND AGGREGATE** A AVOCETTE TECHNOLOGIES INC. 2ND FLOOR - 422 SIXTH STREET NEW WESTMINSTER, BC V3L 3B2 MPR 2755219 INCLUDING CONTINGENT EMPLOYER’S LIABILITY 09/30/21 09/30/22 4,000,000 1,000,000 4,000,000 4,000,000 X X X X X 30 THE CITY OF CUPERTINO 10300 TORRE AVE. CUPERTINO, CA 95014 A A CONTINENTAL CASUALTY COMPANY CERTIFICATE OF LIABILITY INSURANCE 119421Serial # REVISED Paula Hardie, BA, CIP, CAIB Account Manager 2650 – 666 Burrard St. Vancouver, BC V6C 2X8 Canada D +604.605.3654 E paula.hardie@willistowerswatson.com W willistowerswatson.com Paula Hardie, BA, CIP, CAIB Account Manager Page 1 of 1 October 21, 2021 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 To Whom It May Concern: Subject: Avocette Technologies Inc. Willis Towers Watson is the insurance broker for Avocette Technologies Inc. (Avocette). This letter is to confirm that Avocette has Contingent Employers Liability insurance under their Commercial General Liability as evidenced on the attached certificate. In British Columbia, Canada, Primary Worker’s Compensation insurance, including Employers Liability, is provided by the Provincial WorkSafe BC Program. The Contingent Employers Liability coverage will provide coverage for any employee who is ineligible for the WorkSafe BC coverage. Avocette does not have any US employees and, as such, is not required to purchase US Worker’s Compensation insurance. The Endorsement adding the City of Cupertino as Additional Insured and the Waiver of Subrogation under Avocette’s 2021-2022 Commercial General Liability coverage are attached (see page 3 & 4). Should you have any questions please do not hesitate to contact the undersigned. Sincerely, MPR 2755219 Issued on September 29, 2021 Page 8 Adjustment Premium Commercial General Liability Deposit Premium: Commercial General Liability Minimum Retained Premium: CGL-CM 00-000 CE 071519 Endorsements Title Reference Number Premium Adjustment Endorsement Computer Software - Professional Liability Exclusion Generic Endorsement Non Owned Automobile O.E.F. 98B Waiver of Subrogation - Designated Person(s) or Organization Endorsement Deductible Schedule Deductible Description Bodily Injury Liability & Property Damage Liability Combined - Per Occurrence $ 1,000 Employee Benefits Liability - Per Claim $ 1,000 Tenants Legal Liability - Per Occurrence $ 1,000 Forest and Prairie Protection Acts Expense - Per Occurrence $ 1,000 Additional Insured Schedule Additional Insured The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers 10300 Torre Avenue Cupertino, CA 95014 USA MPR 2755219 Issued on September 29, 2021 Page 20 Endorsement Named Insured: Avocette Technologies Inc. (See Named Insured Schedule) Policy Period: From: September 30, 2021 To: September 30, 2022 Policy Number: MPR2755219 Endorsement Title: Waiver of Subrogation - Designated Person(s) or Organization Endorsement Type: Condition Endorsement Reference: CGL-CM 00-096 CE 103118 Endorsement Effective Date: September 30, 2021 The following clause forms part of the ‘Common Policy Terms and Conditions’, solely in connection with the ‘Commercial General Liability Coverage Section’ to this Policy. Waiver of Subrogation - Designated Person(s) or Organization In the event of any payment under this Policy, the Insurer shall waive their rights of recovery against any person(s) shown in the Schedule below where such waiver has been included as part of a contractual undertaking by the Insured, but this waiver shall apply only in respect to the specific contract entered into prior to the date of Loss, existing between the Insured and such person(s), and will not be construed to be a waiver in respect to other operations of such person(s) in which the Insured has no contractual interest. SCHEDULE Name of Person(s) or Organization:  The City of Cupertino All other terms and conditions not otherwise modified by this endorsement remain unchanged. OVA First Amendment to Accela Consulting Services Agreement Final Audit Report 2022-06-30 Created:2022-06-29 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA-vwXZmP5D4-wsY0TTm9olWPZpfPsSE-e "First Amendment to Accela Consulting Services Agreement" Hi story Document created by City of Cupertino (webmaster@cupertino.org) 2022-06-29 - 4:12:09 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-06-29 - 4:14:32 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-06-29 - 4:26:18 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Iain Cavanagh (iain.cavanagh@avocette.com) for signature 2022-06-29 - 4:26:20 PM GMT Email viewed by Iain Cavanagh (iain.cavanagh@avocette.com) 2022-06-29 - 5:17:00 PM GMT- IP address: 64.253.156.17 Document e-signed by Iain Cavanagh (iain.cavanagh@avocette.com) Signature Date: 2022-06-30 - 2:58:20 PM GMT - Time Source: server- IP address: 172.103.156.27 Document emailed to christopherj@cupertino.org for signature 2022-06-30 - 2:58:22 PM GMT Email viewed by christopherj@cupertino.org 2022-06-30 - 2:58:37 PM GMT- IP address: 104.28.123.106 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-06-30 - 3:12:50 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Bill Mitchell (billm@cupertino.org) for signature 2022-06-30 - 3:12:53 PM GMT Email viewed by Bill Mitchell (billm@cupertino.org) 2022-06-30 - 9:33:57 PM GMT- IP address: 104.47.73.126 Document e-signed by Bill Mitchell (billm@cupertino.org) Signature Date: 2022-06-30 - 9:34:11 PM GMT - Time Source: server- IP address: 73.63.186.99 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-06-30 - 9:34:14 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-06-30 - 10:10:41 PM GMT- IP address: 172.225.88.129 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-06-30 - 10:10:51 PM GMT - Time Source: server- IP address: 172.226.36.95 Agreement completed. 2022-06-30 - 10:10:51 PM GMT