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18-217 Amendment #3 07-16-20211 THIRD AMENDMENT TO AGREEMENT 18-217 BETWEEN THE CITY OF CUPERTINO AND PLACEWORKS, INC FOR PREPARATION OF IS/MND FOR I 0625 S. FOOTHILL BLVD/STEVENS CANYON This Third Amendment to Agreement 18-217 between the City of Cupertino and Placeworks Inc. is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Placeworks, Inc, a Corporation (“Consultant”) whose address is 3 Macarthur Pl. Ste 1100, Santa Ana, CA 92707, and is made with reference to the following: RECITALS: A. On 9/20/2018, Agreement 18-217 (“Original Agreement”) was entered into by and between City and Contractor for Preparation of IS/MND for 10625 S. Foothill Blvd/Stevens Canyon Road. B. On 6/20/2019, City and Consultant entered into a First Amendment to the Agreement. C. On 6/9/2020, City and Consultant entered into a Second Amendment to the Agreement. D. The Original Agreement, First Amendment, and Second Amendment are collectively referred to as the “Agreement” unless otherwise indicated. E. City and Consultant 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: 1. Paragraph 3 of the Agreement is modified to read as follows: TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2022, unless terminated earlier as provided herein (“Contract Time”). 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B-2 Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City's Notice to Proceed ("NTO"), and must complete each task within the time specified in Exhibit B-2. 3.3 Time is of the essence for the performance of all the Services. Consultant must have 2 sufficient time, resources, and qualified staff to deliver the Services on time. 2. Exhibit B-1 to the Agreement is replaced with Exhibit B-2, attached hereto. 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 3 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 PLACEWORKS, INC By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount - 2019-336 $71,962.80 1st Amendment $0 2nd Amendment $15,922.20 3rd Amendment $0 Total $87,885 Terri McCracken Associate Principal Jul 14, 2021 Heather M. Minner Jul 16, 2021 Director of Community Development Jul 16, 2021 SERVICE AUTHORIZATION AMENDMENT NO. 3 PROJECT NO. COCU-15 DATE 06-29-21 PROJECT NAME Canyon Crossings (16025 S. Foothill Blvd. CEQA Review) AGREEMENT BETWEEN: CLIENT City of Cupertino CONSULTANT PlaceWorks STREET ADDRESS 10300 Torre Avenue STREET ADDRESS 3 MacArthur Place, Suite 1100 CITY STATE AND ZIP Cupetino, CA 95014 CITY STATE AND ZIP Santa Ana, CA 92707 CONTACT Erick Serrano CONTACT Terri McCracken Hereinafter referred to as “Client.” Hereinafter referred to as “Consultant.” This Amendment No. 3 to an existing agreement for services is made and entered into effective as of the date of signature (“Effective Date”), by and between PlaceWorks (Consultant), a California Corporation, and City of Cupertino (Client). RECITAL The Consultant desires to amend, modify and revise that certain Agreement (“Existing Agreement”) with the Client, entered into on September 20, 2018 to provide Services, as defined therein, and to now amend the Existing Agreement. Except as specifically amended by this document, all other terms and conditions of the Existing Agreement will remain in full force and effect, without modification. Now, therefore, in consideration of the above facts and of the covenants and agreement contained herein, the parties hereto agree that: This contract amendment is to extend the date of the contact through June 30, 2022. Exhibit B-2 Service Authorization | Page 2 CONSULTANT: CONSULTANT PlaceWorks STREET ADDRESS 3 MacArthur Place, Suite 1100 CITY STATE AND ZIP Santa Ana, CA 92707 AUTHORIZED REPRESENTATIVE Terri McCracken TITLE Associate Principal PlaceWork’s Authorized Representative Date CLIENT: CLIENT City of Cupertino STREET ADDRESS 10300 Torre Avenue CITY STATE AND ZIP Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE Erick Serrano TITLE Senior Planner Client’s Authorized Representative Date Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Form Updated Sept. 2019 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 $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. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Sept. 2019 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. 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 B 5,000,000 EPK135992 Rosalynda Martinez 5,000,000 LOS-002212059-25 1,000,000 4,000,000 X 25674 4,000,000 of Marsh Risk & Insurance Services Irvine, CA 92614 N X Comp/Coll Deductibles BI & PD Ded. $5,000 07/01/2021 3 07/01/2022 07/01/2021 07/01/2022 BA1N96406A2143G Errors & Omissions-Claims Made B 5,000,000 5,000,000 Travelers Property Casualty Co. Of America 1,000,000 X A X Liability. Waiver of subrogation is applicable where required by written contract with respect to General and Auto Liability. 1,000 X 06/23/2021 07/01/2021 5,000,000 Re: IS/MND Cupertino CA The City of Cupertino, its city council, boards and commissioners, officers, employees, and volunteers are included as additional insured where required by written contract with respect to General and Auto Liability. X Contractors Pollution Cupertino, CA 95014 City of Cupertino This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract with respect to General X A CN115158923-01-01-21-22 Each Claim/Aggregate 5,000 07/01/2022 1,000,000 EX6J3287562143 Retro Dates: See 2nd Page 5,000,000 44520 50,000 1,000,000 07/01/2022 UB7K7286762143G 17901 Von Karman Avenue, Suite 1100 Marsh Risk & Insurance Services X (949) 399-5800; License #0437153 Attn: NewportBeach.CertRequest@marsh.com/F: 212-948-4323 3 MacArthur Place, Suite 1100 PlaceWorks, Inc Santa Ana, CA 92707 EPK135992 07/01/2021 10300 Toree Ave. X X 07/01/2021 B X 07/01/2022 Crum & Forster Specialty Insurance Co X 10625 S, Foothill Blvd. Final Audit Report 2021-07-16 Created:2021-07-13 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAclm_WzA9m3DDCbOE_wdEyoiSbgX_TeCW "10625 S, Foothill Blvd." History Document created by City of Cupertino (webmaster@cupertino.org) 2021-07-13 - 4:35:32 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-07-13 - 4:37:29 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-07-14 - 7:12:15 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Terri McCracken (tmccracken@placeworks.com) for signature 2021-07-14 - 7:12:17 PM GMT Email viewed by Terri McCracken (tmccracken@placeworks.com) 2021-07-14 - 8:19:35 PM GMT- IP address: 24.7.104.241 Document e-signed by Terri McCracken (tmccracken@placeworks.com) Signature Date: 2021-07-14 - 8:19:50 PM GMT - Time Source: server- IP address: 24.7.104.241 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2021-07-14 - 8:19:52 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2021-07-16 - 8:42:32 PM GMT- IP address: 45.41.142.36 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2021-07-16 - 8:42:59 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2021-07-16 - 8:43:01 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2021-07-16 - 9:10:17 PM GMT- IP address: 104.47.73.126 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2021-07-16 - 9:11:04 PM GMT - Time Source: server- IP address: 24.130.171.172 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-07-16 - 9:11:06 PM GMT Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-07-16 - 10:04:18 PM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2021-07-16 - 10:04:18 PM GMT