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HomeMy WebLinkAbout25-140 TPG_Amendment #1 dated 12-11-25 for Accessibility Baseline Assessment and Action Plan Dev Agreement1 FIRST AMENDMENT TO AGREEMENT 25-140 BETWEEN THE CITY OF CUPERTINO AND TPG INTERACTIVE FOR ACCESSIBILITY BASELINE ASSESSMENT AND ACTION PLAN DEVELOPMENT This First Amendment to Agreement 25-140 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and TPG Interactive, a Corporation (“Contractor”) whose address is 17757 US 19 North, Suite 200, Clearwater, FL 33764, and is made with reference to the following: RECITALS: A. On August 18, 2025, Agreement 25-140 (“Agreement”) was entered into by and between City and Contractor for Accessibility Baseline Assessment and Action Plan Development. 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 the undersigned parties as follows: SERVICES 1. Paragraph 2.1 of the Agreement is modified to read as follows: Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A1 Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2. Exhibit A of the Agreement is modified to include Exhibit A1 attached hereto. COMPENSATION 3. Paragraph 4.1 of the Agreement is modified to read as follows: City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $49,079.00 (“Contract Price”), based upon the scope of services in Exhibit A1 and the budget and rates included in Exhibit C1, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4. Exhibit C of the Agreement is modified to include Exhibit C1 attached hereto. 5. 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 Senior Assistant City Attorney ATTEST: City Clerk Date TPG INTERACTIVE, LLC. By Title Date EXPENDITURE DISTRIBUTION Item Amount Base Agreement $46,079 First Amendment $3,000 Total $49,079 Debra Rapsis Director of Operations 12/11/2025 Teri Gerhardt CTO 12/11/2025 12/11/2025 Page 1 of 2 TPG Interactive Statement of Work Statement of Work This Statement of Work (SOW) dated 11/10/25 by and between the City of Cupertino (“Client”) and TPG Interactive, LLC (TPGi). Client and TPGi agree as follows: PROJECT SCOPE and Deliverables Services for this SOW will be based on the WCAG 2.2 level A and level AA success criteria (each, a “Standard” or collectively, the “Standards”). TPGi does not, as part of the services it offers, access, store or otherwise use any Personally Identifiable Information (“PII”), nor will it accept such PII as part of its services, unless it is specifically set forth in a Statement of Work. Therefore, unless expressly agreed to by TPGi in a Statement of Work, any language in any standard contract, purchase order, proposal, or other documentation regarding the protection of PII shall not apply to TPGi or its services. Scheduling TPGi will schedule a kick-off call with the Client to schedule the delivery of the webinars with mutual consideration for availabilities, and to cover any necessary logistics. All training will be scheduled withing two months of the execution of this SOW unless agreed to in writing by both parties <email sufficient>. General Training Virtual Training Modules: The following 90-minute virtual training module will be delivered live and led by an instructor via webinar: •Accessible Document Fundamentals o Includes remediation of 5 document templates and custom training content based on the remediation Delivery TPGi will deliver the training course via webinar. TPGi will assign one Accessibility Trainer to deliver the training course. Attendance for each webinar is limited to 50 participants. During delivery of the webinars, TPGi will record each of the sessions. TPGi will provide Client with the recordings. Client may retain the recordings for future internal use only for the purposes of refreshing the knowledge of the attendees. The future use is only intended for full-time Client employees who attended the webinars It is not intended for any non-attendees or any third-party partners of the Client. The right to use the recordings expires 12 months after the recordings are delivered. Project Management Project Management and a single point of contact will be provided for the duration of the project. Services are comprised of this Project Scope and Deliverables. EXHIBIT A1 Page 2 of 2 TPG Interactive Statement of Work PAYMENT SCHEDULE Client shall pay to TPGi, as compensation for the Services, and the Deliverables, including Results as specified hereunder, a total of $3,000 Total USD. Sales tax will be added, if applicable. TPGi will invoice at the following milestones subject to the payment terms defined in the Agreement: Product or Service Billing Milestone Amount (USD) Webinar and Remediated Documents Delivery of Webinar $3,000 Expenses could include items such as airfare, lodging, meals during travel, material expenses such as copying and mailing. All expenses must be approved by Client in writing prior to incurring the expense and documented with a receipt. Expenses will be paid within 30 days of submission of invoice and receipts. Notwithstanding any language to the contrary in the MSA, all services are non-refundable and non- cancellable. All services listed in this contract will be invoiced at milestone delivery, or end of the contract period, whichever is sooner. Notwithstanding any contrary or inconsistent provision in the Agreement, the parties understand and agree that the Deliverables contemplated under this SOW do not include any software or software components, but will include, without limitation, the Report encompassing recommendations to implement certain software modifications to Client’s website(s) and such recommendations may include sample software program code which is intended to address such subject recommendation (and such sample software program code may constitute Company Material, as defined in the Agreement). This contract is valid for thirty (30) days from 11/10/25. Pricing and scope are subject to change after thirty (30) days. EXHIBIT C1 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: May 2025 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) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. 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 allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and 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. The City’s own insurance or self-insurance shall not be called upon. 2. Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non-Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts x Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Version: May 2025 In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 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 each accident/ disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and 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 basis 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. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed 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 if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non-Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed 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. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 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 General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 3 Version: May 2025 Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). 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 Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including 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 indemnification, defense, and 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. ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: 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 COMPENSATIONAND 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 7/17/2025 (727) 797-0441 (727) 669-0673 20281 TPG Interactive, LLC f/k/a The Paciello Group, LLC 17757 US Hwy 19 No., Suite 200 Clearwater, FL 33764 20397 15792 16624 A 1,000,000 X X 35881715 4/10/2025 4/10/2026 1,000,000 10,000 1,000,000 2,000,000 2,000,000 X No Deductible GLOBAL AGG XS D 5,000,000 1,000,000A X 73551985 4/10/2025 4/10/2026 No Liability Ded 10,000,000A 79854463 4/10/2025 4/10/2026 10,000,000 0 B X 71704834 4/10/2025 4/10/2026 1,000,000N1,000,000 1,000,000 C Cyber/Tech E&O TRCP2552W2 4/10/2025 Per Claim Aggregate 5,000,000 D Employee Theft 0313-3392 4/10/2025 4/10/2026 Limit 2,000,000 Workers' Compensation Deductible: $0 Cyber Liability/Tech Errors & Omissions Retention: $100,000 City of Cupertino, CA is included as additional insured on a primary and non-contributory basis for general liability as required by written contract or agreement. 30 days' notice of cancellation, except 10 days for non-payment of premium is included as required by written contract or agreement. Waiver of subrogation is included for general liability and workers compensation. City of Cupertino Office of the City Manager 10300 Torre Ave Cupertino, CA 95014 FREESCI-02 LSCUTERI Hub International Florida One Urban Centre 4830 W. Kennedy BoulevardTampa, FL 33609 Federal Insurance Company Vigilant Insurance Company Lloyd's of London Allied World Specialty Insurance Company X 4/10/2026 X X X X X X X X X First Amendment to Accessibility Baseline Assessment and Action Plan Dev Agreement Final Audit Report 2025-12-12 Created:2025-12-11 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAkOc6znND9-j028bohcK5S-PHtzjM92yZ "First Amendment to Accessibility Baseline Assessment and Acti on Plan Dev Agreement" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-12-11 - 6:17:55 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-12-11 - 6:20:26 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-12-11 - 6:20:46 PM GMT- IP address: 3.238.32.92 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-12-11 - 7:17:21 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2025-12-11 - 7:17:23 PM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2025-12-11 - 7:17:36 PM GMT- IP address: 3.238.32.92 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2025-12-11 - 7:35:19 PM GMT - Time Source: server- IP address: 69.209.31.163 Document emailed to drapsis@tpgi.com for signature 2025-12-11 - 7:35:21 PM GMT Email viewed by drapsis@tpgi.com 2025-12-11 - 8:03:49 PM GMT- IP address: 104.47.66.126 Signer drapsis@tpgi.com entered name at signing as Debra Rapsis 2025-12-11 - 8:04:31 PM GMT- IP address: 45.140.184.114 Document e-signed by Debra Rapsis (drapsis@tpgi.com) Signature Date: 2025-12-11 - 8:04:33 PM GMT - Time Source: server- IP address: 45.140.184.114 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2025-12-11 - 8:04:35 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2025-12-11 - 8:04:43 PM GMT- IP address: 52.91.128.71 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2025-12-11 - 10:39:22 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to terig@cupertino.org for signature 2025-12-11 - 10:39:24 PM GMT Email viewed by terig@cupertino.org 2025-12-11 - 10:39:33 PM GMT- IP address: 3.236.97.13 Signer terig@cupertino.org entered name at signing as Teri Gerhardt 2025-12-11 - 11:59:49 PM GMT- IP address: 64.165.34.3 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2025-12-11 - 11:59:51 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-12-11 - 11:59:53 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-12-12 - 0:00:00 AM GMT- IP address: 3.238.32.92 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-12-12 - 0:04:04 AM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-12-12 - 0:04:04 AM GMT