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HomeMy WebLinkAbout20-151 Geotab Telematics_Amendment #3 dated 9-14-26 for Onboard Diagnostic HardwareTHIRD AMENDMENT TO AGREEMENT 20-151 BETWEEN THE CITY OF CUPERTINO AND GEOTAB USA INC. FOR TELEMATICS This Third Amendment to Agreement 20-151 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and GEOTAB. USA., INC, a Delaware corporation ("Contractor") whose address is 7180 Pollock Dr., Las Vegas, NV 89119, and is made with reference to the following: RECITALS: A. On 11/16/20 Agreement 20-151 ("Agreement") was entered into by and between City and Telematics. B. On 7/12/23 First Amendment to Agreement 20-151 ("Agreement") was entered into by and between City and Contractor for Telematics. C. On 6/3/2025 Second Amendment to Agreement 20-151 ("Agreement") was entered into by and between City and Contractor for Telematics. D. 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: Paragraph 2.3 Services and Compensation is modified to read as follows: Services and Compensation. Contractor shall sell, furnish, and deliver to the City the following Services: telematics GPS and onboard diagnostic hardware, monitoring and analytic software for an amount not to exceed $218, 891 for monitoring services. 2. Paragraph 2.5 Term is modified to read as follows: This Agreement begins on the Effective Date and ends on September 14th, 2028 ("Contract Time"), unless terminated earlier as provided herein. Contractor's services shall begin on September 14th, 2020, and shall be completed by September 14th, 2028. 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. Time is of the essence for the performance of all services. 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 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO TN-16N-ha�& Title CTO Date 09/14/2026 APPROVED AS TO FORM Senior Assistant City Attorney ATTEST: L.a wm, Saar Ar City Clerk Date 09/14/2026 EXPENDITURE DISTRIBUTION GEOTAB USA, INC. Neil Cawse Title CEO Date 09/11 /2026 Item Amount Ori inal Contract $101,638 first Amendment $35,00 Second Amendment $28,203 Third Amendment $54,05 Total $218,891 CERTIFICATE OF LIABILITY INSURANCE DATE /YYYY) 12/23/20253/2025 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). PRODUCER Marsh USA, LLC. 9830 Colonnade Blvd, Suite 410 CONTACT NAME: a/c°Nr o Ext : FAX No): E-MAIL ADDRESS: San Antonio, TX 78230 INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Federal Insurance Company 20281 CN 1 01406629--GWUP-25-26 INSURED Geotab USA, Inc. INSURER B : Travelers Property Casualty Company of America 25674 INSURER C : Chubb Insurance Company Of Canada 1560196 6543 S. Las Vegas Blvd. Suite 200 INSURER D Las Vegas, NV 89119 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: HOU-003982284-28 REVISION NUMBER: 37 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. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS A X COMMERCIAL GENERAL LIABILITY Y 3603-13-67 WCE 12/31/2025 12/31/2026 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X� OCCUR (subject to self -insured retentions DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ 10,000 for various perils covered) PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 1,000,000 POLICY PRO- [::] JECT ❑ LOC X] PRODUCTS - COMP/OP AGG $ 1,000,000 $ OTHER: AUTOMOBILE LIABILITY (CEO MaBINED INGLE LIMIT ccidentS $ 2,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident)$ HIRED NON -OWNED AUTOS ONLY E AUTOS ONLY C X UMBRELLA LIAB X OCCUR 79872225 12/31/2025 12/31/2026 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A Y UB-A3642986-25-42-G 12/31/2025 12/31/2026 X PER oTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Tech E&C/Cyber 82639775 12/31/2025 12/31/2026 Limits 10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers is/are included as additional insured where required by a written contract, subject to terms, conditions and exclusions of the Insurance policy with respect to General Liability. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured subject to policy terms and conditions. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions. See Acord 101. CERTIFICATE HOLDER CANCELLATION The City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 10300 Torre Avenue THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Cupertino, CA 95014 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN101406629 LOC #: Houston ACOR" L____ ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY Marsh USA, LLC. NAMED INSURED Geotab USA, Inc. 6543 S. Las Vegas Blvd. Suite 200 Las Vegas, NV 89119 POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Tech E&O/Cyber is subject to self -insured retentions for various perils covered. Canadian General Liability Carrier: Chubb Insurance Company of Canada Policy No: 35906826 Policy Term: 12/31/2025-12/31/2026 Each Occurrence: USD 2,000,000 Personal and Advertising Injury: USD 2,000,000 Products -Completed Operations Aggregate: USD 2,000,000 General Aggregate: USD 10,000,000 Non -Owned Auto: USD 2,000,000 Hired Auto: USD 2,000,000 Subject to self -insured retentions for various perils covered. When required by written contract, the insurer will provide 30 days' notice of cancellation to the certificate holder as respects General Liability and Workers' Compensation policy(ies) for any reason other than non- payment of premium, ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CH U B B` Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or organization Liability Insurance DECEMBER 31, 2025 TO DECEMBER 31, 2026 ❑ECEMBER 31, 2025 3603-13-67 WCE GEOTAB U.S.A. INC i� � :.i�ii►�9iT;7�►��t �fLi I�il OCTOBER 14, 2025 Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured - Scheduled Person Or Organization Form 80-02-2367 (Rev. 5-07) Endorsement continued Page t CHUBB` Liability Endorsement (continued) Under Conditions, the following provision is added to the condition titled Other Insurance, Conditions Other Insurance — If you are obligated, pursuant to a contract or agreement, to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy, then in such case Insurance - Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. RITMOMIT ME Cfl'Y OF CUPEK'rINO 103000 TORRE AVENUE CUPERTINO, CA 95014 All other terms and conditions remain unchanged. Authorized Representative Q-Sv-, "a Liability Insurance Additional Insured - Scheduled Person Or Organization lastpage Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 Conditions (continued) Transfer Or Waiver Of We will waive the right of recovery we would otherwise have had against another person or Rights Of Recovery organization, for loss to which this insurance applies, provided the insured has waived their rights Against Others of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insureds rights to recover all or part of any payment made under this insurance have not been waived, those rights are transferred to us. The insured must do nothing. after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses. Liability Insurance Form 80-02-2000 (Rev. 4-01 J Contract Page 24 of 32 TRAVELERS WORKERSCOUPENSATiON AND CB TOWR 192CARB EMPLOYERS LIARILrTY POLICY BARTFOBD 07' 06183 ENDORSEMENT WC 04 03 06 011) — 002 POLICY NUMBER: Q&-A96*2986-Z5-�Z-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have die. Fight to recover our payments frown anyone liable for ar injuy cohered by this policy_ We wil noc enforce our r1'Sht aWInst they person or organ=tlon nalmed in the Schedtile. (This agreement applies only to tthe e� tent dut you perform work under swften contract that ncqulres y" b obtain this agreementfrom us,) You rnus1: maintain payroll reccm* aoourateiy segregating the iAnnuneralion of your employees while engaged it tlte work descr" in the Schedule. FHE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SFIIILL 8E 6.00% OF 111= CAL FORNIA WORKERS* COMPENSATION PREMIUM OTHER,AISE DUE ONSUCHREMUNERATION_ SCHEDULE PERSON OR ORGANIZATION CITY or co rmrr nw JOB DESCRIPTION COBTcNBR UUFFORT FOR, TBLMATIC ByATENA DATE OF ISSUE-_ 1 1-21-25 ST ASSIGN: Page 1 Of 1 Third Amendment to Geotab Telematics agreement Final Audit Report 2026-09-14 Created: 2026-09-08 By: Webmaster Admin (webmaster@cupertino.org) Status: Signed Transaction ID: CBJCHBCAABAAVfiygHhpk-gObMhng6t6l3wWGt7eLu7K "Third Amendment to Geotab Telematics agreement" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-09-08 - 11:44:09 PM GMT- IP address: 35.229.54.2 �-► Document emailed to marilynp@cupertino.org for approval 2026-09-08 - 11:58:27 PM GMT Email viewed by marilynp@cupertino.org 2026-09-08 - 11:58:55 PM GMT- IP address: 52.90.242.200 J Signer marilynp@cupertino.org entered name at signing as Marilyn Pavlov 2026-09-09 - 0:02:29 AM GMT- IP address: 64.165.34.3 b� Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2026-09-09 - 0:02:31 AM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to aracelia@cupertino.org for approval 2026-09-09 - 0:02:33 AM GMT Email viewed by aracelia@cupertino.org 2026-09-09 - 0:03:52 AM GMT- IP address: 54.167.229.7 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-09-09 - 3:08:45 PM GMT- IP address: 71.202.76.156 u Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-09-09 - 3:08:47 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to jamietelfer@geotab.com for signature 2026-09-09 - 3:08:56 PM GMT F JJ] Powered by Adobe CVPERTINO Acrobat Sign Email viewed by jamietelfer@geotab.com 2026-09-11 - 7:11:27 PM GMT- IP address: 74.125.215.197 Document signing delegated to Neil Cawse (ceolegal@geotab.com) by jamietelfer@geotab.com 2026-09-11 - 7:31:21 PM GMT- IP address: 38.85.165.247 Document emailed to Neil Cawse (ceolegal@geotab.com) for signature 2026-09-11 - 7:31:22 PM GMT Email viewed by Neil Cawse (ceolegal@geotab.com) 2026-09-11 - 7:34:43 PM GMT- IP address: 74.125.215.201 Prep Document e-signed by Neil Cawse (ceolegal@geotab.com) Signature Date: 2026-09-11 - 7:35:07 PM GMT - Time Source: server- IP address: 204.101.94.130 - Signature Appearance Selected: TYPE 1124 Document emailed to michaelw@cupertino.org for signature 2026-09-11 - 7:35:08 PM GMT Email viewed by michaelw@cupertino.org 2026-09-11 - 7:35:16 PM GMT- IP address: 3.89.112.220 J Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-09-14 - 6:18:30 PM GMT- IP address: 69.181.158.199 c� Document e-signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-09-14 - 6:18:32 PM GMT - Time Source: server- IP address: 69.181.158.199 - Signature Appearance Selected: TYPE —� Document emailed to terig@cupertino.org for signature 2026-09-14 - 6:18:34 PM GMT Email viewed by terig@cupertino.org 2026-09-14 - 6:18:41 PM GMT- IP address: 184.193.38.4 Signer terig@cupertino.org entered name at signing as Teri Gerhardt 2026-09-14 - 6:57:23 PM GMT- IP address: 64.165.34.3 u Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2026-09-14 - 6:57:25 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Document emailed to laurens@cupertino.org for signature 2026-09-14 - 6:57:27 PM GMT Email viewed by laurens@cupertino.org 2026-09-14 - 6:57:34 PM GMT- IP address: 54.89.57.161 [�fl Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-09-14 - 7:27:04 PM GMT- IP address: 64.165.34.3 Powered by Adobe CVPERTINO Acrobat Sign Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-09-14 - 7:27:06 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Agreement completed. 2026-09-14 - 7:27:06 PM GMT Powered by Adobe CVPERTINO Acrobat Sign