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20-074 Amendment #1 to Right-Click Solutions dba RideAmigos Agreement1 FIRST AMENDMENT TO AGREEMENT 20-074 BETWEEN THE CITY OF CUPERTINO AND RIGHT- CLICK SOLUTIONS, INC. (D/B/A RIDEAMIGOS CORP.) FOR RIDEAMIGOS COMMUTER MANAGEMENT PLATFORM This First Amendment to Agreement 20-074 between the City of Cupertino and Community Climate Solutions is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Right-Click Solutions, Inc. (“Contractor”), whose address is at 230 Pacific Street, Suite 202, Santa Monica, CA 90405, and is made with reference to the following: RECITALS: A. On July 1, 2020, Agreement 20-074 (“Agreement”) was entered into by and between City and Contractor for Commuter Management Platform. B. City and Software Provider desire to continue Contractor’s services to the City under the Agreement, and hereby affirm their intent that it remains in full force and effect as amended and restated by this First Amendment. 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 the undersigned parties as follows: 1. 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 City’s Subscription Term for accessing and using the Services under this Agreement shall commence and end on the dates shown on an Order Form the City submits to Software Provider. The Order Form the City shall submit is attached as Exhibit C1 (the “Order Form”) to this Agreement. The term of this Agreement shall end on the “End of Subscription” date the City indicates on the Order Form once that form is submitted to Software Provider, 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. The Parties further agree to comply with the terms set forth on the Order Form, attached hereto as Exhibit C1 (the “Order Form”). 2. Paragraph 3 of the Agreement is modified to read as follows: COMPENSATION TO SOFTWARE PROVIDER: Software Provider shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed fifteen thousand dollars ($66,000.00). The payments specified in this section shall be the only payments to be made to Software Provider for services rendered pursuant to this Agreement. Software Provider shall invoice City according to the following schedule of milestones/deliverables: 2 Time Amount FY20 $15,000 FY21 $15,000 FY22 $18,000 FY23 $18,000 Total $66,000 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. 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 RIGHT-CLICK SOLUTIONS By Title Date Soren Eilertsen CEO Sep 13, 2022 Christopher D. Jensen IT Manager - Applications Sep 14, 2022 Sep 14, 2022 3 EXPENDITURE DISTRIBUTION Item Amount Original Agreement $15,000 First Order Form $15,000 First Amendment $36,000 Total $66,000 Contract No. ________ Page 17 of 17 Exhibit C1: Order Form (Consistent with Section 1 of this Agreement, the City will submit a completed version of this Order Form to Software Provider after it determines when the City’s Subscription Term will begin). Contact information Customer: City of Cupertino LDC OID: Address: 10300 Torre Avenue, Cupertino, CA 95014 Phone: 408-777-3200 Billing contact: Address: Phone: Order number (if available): _ More contact information for the customer: Name/position: Nidhi Mathur, Innovation Technology Applications Manager Address: 10300 Torre Avenue, Cupertino, CA 95014 E-Mail: NidhiM@Cupertino.org ACH/WIRE contact information for the customer: Phone: E-Mail: RideAmigos: Customer support: Phone Email: grant@rideamigos.com Legal notices Attn: Legal Department, Right-Click Solutions, Inc. (d/b/a RideAmigos Corp.) 230 Pacific Street, Suite 202. Santa Monica, CA 90405 Phone: (516) 864-3189 Email: jeff@rideamigos.com A. Summary of Agreement and Fees: 1. System Administrator: (name, title, email, phone) Andre Duurvoort, Sustainability Manager, AndreD@Cupertino.org, (408) 777-3362 2. Authorized Users: (Description of users authorized by the customer) All of the City of Cupertino’s employees (full and part time). 3. Locations: 1 Cupertino, CA 5. Subscription term: 9/1/2022 – 8/31/2024 6. Fees, payment date, and maximum number of authorized users: Subscription fees Payment date Maximum number of authorized users Service fee $18,000/Annual Net 30 1000 N/A 7. Miscellaneous: By signing this Order Form, Customer and RideAmigos each confirm that they have read, understand and agree to all of the provisions set out in this Order Form, the Agreement and all of the documents incorporated therein by reference. Right-Click Solutions, Inc. (d/b/a RideAmigos Corp.) Customer: By: Name: Position: Date: By: Name: Position: Date: Soren Eilertsen Soren Eilertsen CEO Sep 13, 2022 Nidhi Mathur IT Manager - Applications Sep 14, 2022 162L CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/24/2022 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 endors ement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER AON RISK SERVICES SOUTH INC 3550 LENOX ROAD NORTHEAST SUITE 1700 ATLANTA GA 30326 CONTACT NAME: Aon Risk Services, Inc of Florida PHONE (A/C, No, Ext): 833-506-1544 FAX (A/C, No): EMAIL ADDRESS: work.comp@trinet.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : ACE American Insurance Company 22667 INSURED TriNet HR II Holdings, Inc. L/C/F Right Click Solutions Inc DBA RideAmigos 1 Park Place, Suite 600 Dublin, CA 94568-7983 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 15587689 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NA MED 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. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PROJECT LOC PRODUCTS - COMP/OP AGG $ OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS ONLY NON-OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEC RETENTION $ A WORKERS COMPENSATION Y / N N AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A X WLR_C71153228 03/01/2022 03/01/2023 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Workers Compensation coverage is limited to worksite employees of Right Click Solutions Inc DBA RideAmigos through a co -employment agreement with TriNet HR XI, Inc.. Waiver of subrogation in favor of City of Cupertino as required by written contract. CERTIFICATE HOLDER CANCELLATION City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Workers' Compensation and Employers' Liability Policy Named Insured TriNet HR II Holdings, Inc. L/C/F Right Click Solutions Inc DBA RideAmigos 1 Park Place, Suite 600 Dublin, CA 94568-7983 Endorsement Number Policy Number Symbol: WLR Number: C71153228 Policy Period 03/01/2022 TO 03/01/2023 Effective Date of Endorsement 09/01/2022 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in item 3.A. of the Information Page. 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, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. ( X ) Specific Waiver Name of person or organization: City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 ( ) Blanket Waiver 2. Operations: 3. Premium: Included 4. Minimum Premium: Included ___________________________________ Authorized Representative WC 90 03 75 (05/18) 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 1/13/2022 (914) 683-3990 25674 Right-Click Solutions Inc. DBA Ride Amigos 230 Pacific Street #202 Santa Monica, CA 90405 XXXXXX A 1,000,000 X ZLP12R13322 1/10/2022 1/10/2023 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A BA9J628328 1/10/2022 1/10/2023 2,000,000A CUP3L930256 1/10/2022 1/10/2023 0 2,000,000 B Cyber & E&O EKI3402337 10/19/2021 Per Claim 5,000,000 Per policy terms and conditions and only if required by a written contract, The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers, are included as additional insureds for liability per endorsement number CG D4 17 01 12. In regards to Cyber Liability coverage: per policy terms and conditions, Additional Insured means any person or entity the Insured Organization has agreed in writing to add as an additional insured. City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 RIDEAMI-01 ALISONGREEN NFP Property & Casualty Services, Inc. 707 Westchester Avenue Suite 201 White Plains, NY 10604 Travelers Property Casualty Company of America Lloyds Syndicate 2623 (Beazley Furlonge Limited) Aggregate 10/19/2022 X X X X X X X First Amendment to Right-Click Solutions dba RideAmigos Agreement Final Audit Report 2022-09-14 Created:2022-09-12 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAHRhMXFlDuczBp9GQxbUtDqJx3XdLcWIj "First Amendment to Right-Click Solutions dba RideAmigos Agre ement" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-09-12 - 5:22:07 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2022-09-12 - 5:26:33 PM GMT Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2022-09-12 - 5:27:38 PM GMT - Time Source: server- IP address: 69.181.110.140 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-09-12 - 5:27:40 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-09-12 - 5:42:43 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to soren@rideamigos.com for signature 2022-09-12 - 5:42:45 PM GMT Email viewed by soren@rideamigos.com 2022-09-12 - 7:08:40 PM GMT- IP address: 66.249.84.231 Email viewed by soren@rideamigos.com 2022-09-14 - 1:20:23 AM GMT- IP address: 66.249.84.234 Signer soren@rideamigos.com entered name at signing as Soren Eilertsen 2022-09-14 - 1:21:15 AM GMT- IP address: 47.147.224.140 Document e-signed by Soren Eilertsen (soren@rideamigos.com) Signature Date: 2022-09-14 - 1:21:16 AM GMT - Time Source: server- IP address: 47.147.224.140 Document emailed to christopherj@cupertino.org for signature 2022-09-14 - 1:21:19 AM GMT Email viewed by christopherj@cupertino.org 2022-09-14 - 1:30:05 AM GMT- IP address: 104.47.73.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-09-14 - 1:31:07 AM GMT- IP address: 136.24.42.212 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-09-14 - 1:31:08 AM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Nidhi Mathur (nidhim@cupertino.org) for signature 2022-09-14 - 1:31:11 AM GMT Email viewed by Nidhi Mathur (nidhim@cupertino.org) 2022-09-14 - 7:23:37 AM GMT- IP address: 104.28.124.91 Document e-signed by Nidhi Mathur (nidhim@cupertino.org) Signature Date: 2022-09-14 - 3:04:34 PM GMT - Time Source: server- IP address: 73.231.202.59 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-09-14 - 3:05:59 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-09-14 - 3:42:22 PM GMT- IP address: 104.28.123.104 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-09-14 - 3:42:35 PM GMT - Time Source: server- IP address: 104.28.123.171 Agreement completed. 2022-09-14 - 3:42:35 PM GMT