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22-034 Amendment #1 dated 8-1-22 Boucher Law for Chief Negotiator Services1 FIRST AMENDMENT TO AGREEMENT 442 BETWEEN THE CITY OF CUPERTINO AND BOUCHER LAW FOR CHIEF NEGOTIATOR SERVICES This First Amendment to Agreement 442 between the City of Cupertino and Boucher Law is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Boucher Law (“Contractor”) whose address is 2081 Center Street, Berkeley, CA 94704, and is made with reference to the following: RECITALS: A. On March 18, 2022 Agreement 442 (“Agreement”) was entered into by and between City and Contractor for Boucher Law for Chief Negotiator Services. 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 of the Agreement is modified to read as follows: 3.1 Term. This Agreement begins on the Effective Date and ends on December 30, 2022 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by December 30, 2022. 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 herein as Exhibit B-1. 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. 2. Exhibit B to the Agreement is replaced with Exhibit B-1, attached hereto. 3. 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 BOUCHER LAW By Title Date Attorney 07/29/22 Director of Administrative Services 08/01/22 Christopher D. Jensen 08/01/22 Exhibit B-1 PROJECT APPROACH AND TIMELINE Before negotiations commence, we will meet with the City to learn more about the history of the bargaining units, the issues that have arisen during the pendency of the labor agreement, and the City’s present and future needs and interests, including any new challenges presented by COVID19.2 We will then work with the City to determine what proposals to make, to obtain the authority from the City Council, and to obtain authority on operational issues from the appropriate management personnel. We also will work with the City to determine the costing of the City’s proposals, as well as those obtained from the unions. Separately, we also recommend conducting a survey to help ascertain the City’s relevant market position when it comes to wages, benefits, and total compensation for bargaining purposes. As market position and the agency’s ability to pay are key factors in our assessment of the City’s position, we have found that the survey information becomes an important piece of evidence in the event the negotiations end up in factfinding. Our team is available to assist the City on this endeavor if requested to do so. In terms of a timetable, below please find an estimate of major milestones and deliverables: Est. Timeframe Progress March 2022 Commence kickoff with City management to convene negotiations planning. March 2022 Complete survey document and develop overall negotiations strategy for bargaining; convene “meet and greet” with City’s bargaining unit representatives. March – December 2022 Conduct labor negotiations; execute tentative agreements and draft successor MOU for parties’ review and ratification. Est. Timeframe Progress March 2022 Commence kickoff with City management to convene negotiations planning. March 2022 Complete survey document and develop overall negotiations strategy for bargaining; convene “meet and greet” with City’s bargaining unit representatives. March – December 2022 Conduct labor negotiations; execute tentative agreements and draft successor MOU for parties’ review and ratification. 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 insu rance 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 Contrac t. 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. The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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 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: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 02/04/2022 BARNEY FONG Shield One Insurance Services (510)962-2780 (510)372-0425 433 Estudillo Ave #103 SHIELDONEINS@COMCAST.NETSan Leandro, CA 94577 Phone: (510) 962-2780 Fax: (510) 372-0425 CHUBB (ACE PROP&CAS INS COMPANY)20699 BOUCHER LAW PC PROGRESSIVE (UNITED FINANCIAL CAS CO)11770 EMPLOYERS PREFERRED INSURANCE CO 31283(NCCI) 2081 CENTER STREET UNITED STATES LIABILITY INS COMPANY 25895 BERKELEY CA 94704 01/01/2022AX 2,000,000D95187444 X X X 1,000,000 5,000 4,000,000 X 4,000,000 01/01/2023 1,000,000 B X 04291124-0 01/01/2022 07/01/2022 X X X EIG 4662047 01 X C N 1,000,000X01/01/2022 01/01/2023 1,000,000 1,000,000 D COMMERCIAL UMBRELLA CUP1567664 01/11/2022 Each Occurrence01/11/2022 $1,000,000 General Aggregate $1,000,000 ATTORNEY AT LAW / VARIOUS LOCATIONS / 2019 HYUNDAI KONA ELECTRIC (LAST 4 OF VIN 9915) ADDITIONAL INSURED : The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers. CITY OF CUPERTINO 10300 TORRES AVENUE CUPERTINO, CA 95014 DocuSign Envelope ID: 7492E36B-9646-4100-8519-E636890A69B9 2/4/2022 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) This endorsement, effective Policy No. Endorsement No.Issued to Premium By: Carrier Code (Ed. 4-84) Authorized Representative Countersigned at on at 12:01 AM standard time, forms a part of Of the WC 04 03 06 © 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. Schedule Person or Organization Job Description WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA 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 _____% of the California workers' compensation premium otherwise due on such remuneration. With respect to all employees subject to the workers' compensation laws of the state of California, any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2 This policy is subject to a minimum charge of $250 for the issuance of waivers of subrogation 01/01/2022 EIG 4662047 01 CHRISTOPHER BOUCHER 00920 EMPLOYERS PREFERRED INS. CO. Boucher Law for Chief Negotiator Services Final Audit Report 2022-08-01 Created:2022-06-29 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAXawnFP3NguqDF5wTuhAwzlIficrA8R8y "Boucher Law for Chief Negotiator Services" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-06-29 - 9:16:36 PM GMT- IP address: 35.229.54.2 Document emailed to Janet Liang (janetl@cupertino.org) for approval 2022-06-29 - 9:18:17 PM GMT Email viewed by Janet Liang (janetl@cupertino.org) 2022-06-29 - 9:18:38 PM GMT- IP address: 104.47.73.254 Document approved by Janet Liang (janetl@cupertino.org) Approval Date: 2022-06-29 - 9:19:08 PM GMT - Time Source: server- IP address: 73.158.94.229 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-06-29 - 9:19:14 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-06-29 - 9:22:51 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to christopher@boucher.law for signature 2022-06-29 - 9:22:56 PM GMT Email viewed by christopher@boucher.law 2022-07-29 - 7:35:30 PM GMT- IP address: 64.233.172.66 New document URL requested by christopher@boucher.law 2022-07-29 - 7:35:52 PM GMT- IP address: 173.248.147.90 Signer christopher@boucher.law entered name at signing as Christopher Boucher 2022-07-29 - 7:37:36 PM GMT- IP address: 173.248.147.90 Document e-signed by Christopher Boucher (christopher@boucher.law) Signature Date: 2022-07-29 - 7:37:38 PM GMT - Time Source: server- IP address: 173.248.147.90 Document emailed to Kristina Alfaro (kristinaa@cupertino.org) for signature 2022-07-29 - 7:37:43 PM GMT Email viewed by Kristina Alfaro (kristinaa@cupertino.org) 2022-07-30 - 4:12:38 AM GMT- IP address: 104.28.123.98 Document e-signed by Kristina Alfaro (kristinaa@cupertino.org) Signature Date: 2022-08-01 - 4:27:26 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to christopherj@cupertino.org for signature 2022-08-01 - 4:27:31 PM GMT Email viewed by christopherj@cupertino.org 2022-08-01 - 7:25:35 PM GMT- IP address: 104.28.85.125 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-08-01 - 7:26:26 PM GMT- IP address: 201.191.95.68 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-08-01 - 7:26:28 PM GMT - Time Source: server- IP address: 201.191.95.68 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-08-01 - 7:26:33 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-08-01 - 7:42:03 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-08-01 - 7:42:12 PM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2022-08-01 - 7:42:12 PM GMT