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23-019 Amendment #1 dated 12-20-24 to Citiworks a Trimble Company Agreement, for Asset Management subscriptionFIRST AMENDMENT ORDER FORM Order Date: Date of the last signature below Trimble Entity Name (“Trimble”) and Address: Azteca Systems, LLC, a Trimble company 11075 South State, Suite 24, Sandy, Utah 84070 Customer Entity Name (“Customer”) and Address: Cupertino, CA 10300 Torre Avenue Cupertino, CA 95014 Billing Contact Name and E-Mail Address: Teri Gerhardt (408) 777-3311 terig@cupertino.gov Initial Term: 12/31/2022 - 12/30/2028 Validity: This Order Form shall expire on 1/30/2025. If this Order Form is not executed by the Customer by the Validity Date, Trimble reserves the right to not offer the pricing found in the Order Form. Miscellaneous: Purchase orders issued by Customer are issued for administrative purposes only; terms and conditions contained in any such purchase order shall be null and void. The purpose of this Order Form is to downgrade the Customer’s Licensed Software from a Standard AMS ELA to a Custom AMS ELA. Post-Termination Customer Data Access. For 30 days from the expiration or termination of the Agreement, Trimble will make Customer Data available to Customer upon request for export or download as provided in the Agreement for the applicable Product. Additional fees may apply. Licensed Software: Description Number of Authorized Users Annual Term Total Server AMS Standard Cityworks Enterprise License Agreement (ELA), Includes Unlimited Quantities of the Identified Products: Office Respond Mobile Native Apps (for iOS/Android) --Includes the following Add-ons: Storeroom Equipment Checkout Contracts Cityworks for Excel Cityworks Analytics for AMS eURL (Enterprise URL) Workload Web Hooks OpX Projects Citizen Engagement API Metrics API N/A Year 1 12/31/2022 – 12/30/2023 $71,070.00 Year 2 12/31/2023 – 12/30/2024 $72,491.40 Use of Cityworks AMS Application Programming Interfaces (APIs) with commercially available Cityworks-centric applications that are licensed and maintained by authorized Cityworks partners Server AMS Custom Cityworks Enterprise License Agreement (ELA), Includes the Identified Products for up to 37 Named Logins: Office Respond Mobile Native Apps (for iOS/Android) --Includes the following Add-ons: Storeroom Web Hooks Service Request API Metrics API 37 - Named Users Year 3: 12/31/2024 - 12/30/2025 $53,941.23 Year 4: 12/31/2025 - 12/30/2026 $53,941.23 Year 5: 12/31/2026 - 12/30/2027 $55,020.05 Year 6: 12/31/2027 - 12/30/2028 $56,120.46 All Licensed Software is for the indicated term and not perpetual. Annual fee herein is based on 50,001 - 100,000 population range. Trimble reserves the right to adjust the annual fee accordingly to align with the Customer’s actual population range. TERMS AND CONDITIONS 1. Terms and Conditions. This Order is subject to the agreement executed by the Parties on March 15, 2023 (the “Agreement”). 2. Payment Terms. All fees are due net 30 from the date of the Trimble invoice. ● Annual Licensed Software: Trimble will invoice 1) Year 3 in the amount of $53,941.23 upon execution of this Order Form, 2) each subsequent Year and any renewals 30 days in advance of each successive anniversary date. 3. Due Authority. By signing below, the signatory represents that he/she (i) is an authorized representative of Customer and (ii) has the authority to legally and functionally commit the Customer. [Signature Page to Follow] 3 ACCEPTANCE Accepted and agreed: CUSTOMER: CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date TRIMBLE: Signature: __________________ Print Name: Title: Date: __________________ Carlos Abaunza Sr. Director, Legal Dec 20, 2024 Christopher D. Jensen CTO Dec 20, 2024 Dec 20, 2024 Contract No. ________ Page 1 of 3 Exhibit B: Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured. 1.MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES Additional Insureds: 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 Commercial General Liability and Cyber 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 Software Provider’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. 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. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants. General Liability: 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 Software Provider’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 01 (04/13). Contract No. ________ 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 Agreement. 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. 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. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider . Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 2.ABSENCE OF INSURANCE COVERAGE. City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, Cit y may purchase appropriate insurance and charge all costs related to such policy to Software Provider. 3.PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION. A Certificate of Insurance, on an Accord form, and completed coverage verification shall be provided to City by each of Software Provider's insurance companies as evidence of the stipulated coverages prior to the Commencement Date of this Agreement, and annually thereafter for the term of this Agreement. All of the insurance companies providing insurance for Software Provider shall be licensed to do insurance business in the State of California and shall have, and provide evidence of, a Best Rating Service rate of A:VII or above. Page 2 of 3 Contract No. ________ Page 3 of 3 4. SUBCONTRACTORS Software Provider 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. 5.HIGHER INSURANCE LIMITS If Software Provider 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 Software Provider . 6.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-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) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY E A 408 467 5699 1,000,000 12/01/2025 1,000,000 35323540 X WC7 11892854 (RETRO) SEA-003879365-07 1,000,000 2,000,000 WC7 11636763 (CA) X 20427 2,000,000 Retention N X COMP/COLL DED 12/01/2024 Transportation Insurance Co 5 12/01/2025 12/01/2024 35289 1,000,000 12/01/2025 1,000,000 12/01/2025 petronella.massey@marsh.com 73257020 Technology Errors & Omissions B 2,000,000 1,000,000 X GAP7011892868 (STOP GAP) American Casualty Company of Reading, PA 1,000,000 X C X 1,000 12/10/2024 2,500,000 12/01/2024 10,000,000 12/01/2024 City of Cupertino as an additional insured (except Workers Compensation) as required by written contract, X 12/01/2024 Cupertino, CA 95014 City of Cupertino Continental Insurance Company A E Syndicate 3623 at Lloyd's CN102488216-STND-GAWUE-24- Limit 10,000 12/01/2025 1,000,000 79724719 D 2,000,000 20281 1,000,000 1,000,000 12/01/2025 WC7 11636746 (AOS); Ded: $250k 1735 Technology Drive, Suite 790 Marsh Risk & Insurance Services X San Jose, CA 95110 Azteca Systems LLC (dba Cityworks) Trimble Inc. Sandy, UT 84070 11075 South State #24 X W101C7241901 12/01/2024 10300 torre Ave 12/01/2024 12/01/2024 A Petronella Massey 12/01/2025 20494 12/01/2025 408 467 5614 Federal Insurance Company First Amendment to Citiworks Agreement, for Asset Management subscription Final Audit Report 2024-12-20 Created:2024-12-19 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAoRxMsKAY5XiMdL0FsP9i1ZeDRl9XDg1Y "First Amendment to Citiworks Agreement, for Asset Manageme nt subscription" History Document created by Webmaster Admin (webmaster@cupertino.org) 2024-12-19 - 11:50:09 PM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2024-12-19 - 11:53:16 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2024-12-19 - 11:53:23 PM GMT- IP address: 3.232.50.116 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2024-12-20 - 0:07:28 AM GMT - Time Source: server- IP address: 69.209.31.163 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-12-20 - 0:07:30 AM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2024-12-20 - 0:07:38 AM GMT- IP address: 3.232.50.116 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-12-20 - 0:47:13 AM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to Carlos Abaunza (carlos_abaunza@trimble.com) for signature 2024-12-20 - 0:47:15 AM GMT Email viewed by Carlos Abaunza (carlos_abaunza@trimble.com) 2024-12-20 - 1:50:35 PM GMT- IP address: 74.125.210.39 Document e-signed by Carlos Abaunza (carlos_abaunza@trimble.com) Signature Date: 2024-12-20 - 1:56:02 PM GMT - Time Source: server- IP address: 24.206.91.104 Document emailed to Christopher Jensen (christopherj@cupertino.org) for signature 2024-12-20 - 1:56:04 PM GMT Email viewed by Christopher Jensen (christopherj@cupertino.org) 2024-12-20 - 1:56:13 PM GMT- IP address: 3.232.50.116 Signer Christopher Jensen (christopherj@cupertino.org) entered name at signing as Christopher D. Jensen 2024-12-20 - 3:03:21 PM GMT- IP address: 104.1.88.56 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-12-20 - 3:03:23 PM GMT - Time Source: server- IP address: 104.1.88.56 Document emailed to Teri Gerhardt (terig@cupertino.org) for signature 2024-12-20 - 3:03:26 PM GMT Email viewed by Teri Gerhardt (terig@cupertino.org) 2024-12-20 - 3:04:00 PM GMT- IP address: 52.202.236.132 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2024-12-20 - 5:10:21 PM GMT - Time Source: server- IP address: 107.3.130.161 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-12-20 - 5:10:23 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-12-20 - 5:10:33 PM GMT- IP address: 52.202.236.132 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-12-20 - 5:37:26 PM GMT - Time Source: server- IP address: 73.241.178.249 Agreement completed. 2024-12-20 - 5:37:26 PM GMT