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23-015 Amendment #3 dated 7-30-24 Planning Staffing Support with M-Group1 THIRD AMENDMENT TO AGREEMENT 2023-015 BETWEEN THE CITY OF CUPERTINO AND M-GROUP FOR PLANNING STAFFING SUPPORT This Third Amendment to Agreement 2023-015 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and M-GROUP, a Corporation (“Contractor”) whose address is 51 E Campbell Ave #1247, Campbell, CA 95009, and is made with reference to the following: RECITALS: A. On March 2, 2023, Agreement 2023-015 (“Agreement”) was entered into by and between City and Contractor for Provide 2 Assistant Planner staffing to assist the Planning Division. B. On October 05, 2023, City and Contractor entered into a First Amendment to the Agreement. C. On April 17, 2024, City and Contractor entered into a Second Amendment to the Agreement. D. The Agreement, First Amendment, and Second Agreement are collectively referred to as the “Agreement” unless otherwise indicated. E. 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 4 of the Agreement is modified to read as follows: COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will be based on actual costs but that will be capped so as not to exceed $221,200 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C-3, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual cost exceed the capped amount. No extra work or payment is permitted without prior written approval of the City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieve City of any further payment or other obligations under the Agreement. 2 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. 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 M-GROUP By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Base 2023-459 $109,200 1st Amendment 2023-459 $50,000 2nd Amendment $40,000 3rd Amendment $22,000 Total $221,200 President Jul 29, 2024 Christopher D. Jensen Director of Community Development Jul 30, 2024 Jul 30, 2024 03/25/2024 GS Insurance Solutions Inc 5201 Great America Parkway Suite 320 Santa Clara CA 95054 Shantelle Sampayan (844) 694-7467 (844) 205-6744 shantelle@gsisol.com Metropolitan Planning Group 51 E Campbell Avenue 1247 Campbell CA 95009 Ohio Security Insurance Company 24082 Evanston Ins. Co.35378 Employers Preferred Insurance Company 10346 Mount Vernon Fire Insurance Company 26522 CL243429597 A Y BKS56609535 04/09/2024 04/09/2025 2,000,000 500,000 15,000 2,000,000 4,000,000 4,000,000 A BAS56609535 04/09/2024 04/09/2025 1,000,000 B 0 EZXS3151380 04/09/2024 04/09/2025 2,000,000 2,000,000 C Y Y EIG5234889-01 04/09/2024 04/09/2025 1,000,000 1,000,000 1,000,000 D Professional Liability (Errors and Omissions)PT2000323 04/09/2024 04/09/2025 Each Claim $ 3,000,000 Each Aggregate $ 3,000,000 Deductible $ 10,000/claim City, its City Council, boards and commissions, officers, employees and volunteers are named as an additional insured under all insurance coverages. Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail. Waiver of Subrogation applies to Workers Compensation as per the written contract. Umbrella is following form. City of Cupertino 10300 Torre Ave. 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. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: 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 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED 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 EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached 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) 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 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 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. Planning Staffing Support Final Audit Report 2024-07-30 Created:2024-07-23 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAhFs5ymcP4GGmRx5T-n8xA0em2aqWMOjy "Planning Staffing Support" History Document created by Webmaster Admin (webmaster@cupertino.org) 2024-07-23 - 4:20:46 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-07-23 - 4:25:08 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2024-07-23 - 4:25:49 PM GMT- IP address: 52.202.236.132 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-07-23 - 5:22:56 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to geoff bradley (gbradley@m-group.us) for signature 2024-07-23 - 5:23:01 PM GMT Email viewed by geoff bradley (gbradley@m-group.us) 2024-07-29 - 11:31:43 PM GMT- IP address: 104.47.73.254 Document e-signed by geoff bradley (gbradley@m-group.us) Signature Date: 2024-07-29 - 11:32:32 PM GMT - Time Source: server- IP address: 73.231.230.171 Document emailed to Christopher Jensen (christopherj@cupertino.org) for signature 2024-07-29 - 11:32:36 PM GMT Email viewed by Christopher Jensen (christopherj@cupertino.org) 2024-07-29 - 11:32:43 PM GMT- IP address: 3.232.50.116 Signer Christopher Jensen (christopherj@cupertino.org) entered name at signing as Christopher D. Jensen 2024-07-29 - 11:34:02 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-07-29 - 11:34:04 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2024-07-29 - 11:34:08 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2024-07-29 - 11:34:16 PM GMT- IP address: 52.202.236.132 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2024-07-30 - 4:21:04 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-07-30 - 4:21:09 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-07-30 - 4:21:54 PM GMT- IP address: 52.202.236.132 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-07-30 - 5:51:17 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2024-07-30 - 5:51:17 PM GMT