Loading...
06-106 Amendment #6 dated 5-15-23 for Insight Consulting Services1 SIXTH AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND INSIGHT CONSULTING SERVICES FOR CONSULTATION SERVICES This Sixth Amendment to Agreement between the City of Cupertino and Insight Consulting Services, effective on the last date signed below, is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Insight Consulting Services, a limited liability company (“Consultant”) whose address is PO Box 731069 Dallas, Texas 75373, and is made with reference to the following: RECITALS: A. The City and the Consultant entered into an Agreement for Consultation Services (“Original Agreement”) effective July 1, 2006, with a term expiring on June 30, 2011. B. The City and the Consultant entered into a First Amended and Restated Agreement for Consultation Services (“First Amended Agreement”) effective July 1, 2011 with a term expiring on June 30, 2016; and C. The City and the Consultant entered into a Second Amended and Restated Agreement for Consultation Services (“Second Amended Agreement”) effective July 1, 2016 with a term expiring on June 30, 2020; and D. The City and the Consultant entered into a Third Amendment to the Agreement (“Third Amended Agreement”) effective July 1, 2020 with a term expiring on June 30, 2021; and E. The City and the Consultant entered into a Fourth Amendment to the Agreement (“Fourth Amended Agreement”) effective July 1, 2021 with a term expiring on June 30, 2022; and F. The City and the Consultant entered into a Fifth and Restated Agreement for Consultation Services (“Fifth Amended Agreement”) effective July 1, 2022 with a term expiring on June 30, 2023; and G. Section 6(c) of the Second Amended Agreement states the “City shall have six one- year options that the City may exercise in its sole discretion and if it chooses to exercise any option(s) unless the parties mutually agree to amend any term or condition of this Agreement; and H. The City and the Consultant desire to continue Consultant’s services to the City under the Second Amended Agreement, and hereby affirm their intent that it remains in full force and effect as amended and restated by this Sixth Amendment. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. The City of Cupertino shall exercise the fourth of six one-year options to extend the 2 consultation services. This extension begins on July 1, 2023 and ends on June 30, 2024, unless terminated earlier pursuant to the terms of the Second Amended Agreement. 2. Consultant shall maintain insurance coverage as provided in Exhibit D, attached hereto. 3. Except as expressly modified herein, all other terms and covenants set forth in the Second Amended 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. CONTRACTOR By Title Date CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date SVP Tax and Treasurer May 12, 2023 Director of Administrative Services May 12, 2023 Christopher D. Jensen May 15, 2023 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. 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 04/18/2023 MARSH USA LLC. 2325 E. Camelback Road Suite 600 Phoenix, AZ 85016 CN101234622-STND-GAUWP-23-24 . Great Northern Insurance Company Federal Insurance Company Sentry Insurance Company Sentry Casualty Company Endurance American Specialty Insurance Company 41718 28460 24988 20281 20303 Insight Enterprises, Inc. Insight Public Sector, Inc.2701 E. Insight WayChandler, AZ 85286 LOS-002486230-16 Attn: Phoenix.CertRequest@marsh.com X X X 3606-77-62 04/15/2023 04/15/2024 1,000,000 10,000 1,000,000 1,000,000 A X X X X 7362-08-62 04/15/2023 04/15/2024 1,000,000 B X X 7819-44-10 04/15/2023 04/15/2024 1,000,000 1,000,000 D C N 90-05749-002 (MA,WI,HI) 90-05749 (AOS) 04/15/2023 04/15/2023 04/15/2024 04/15/2024 1,000,000 1,000,000 1,000,000 E and Cyber Professional Technology E&O NRO30018515901 04/15/2023 04/15/2024 Aggregate Per Claim 2,000,000 2,000,000 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as additional insured where required by written contract with respect to general and auto 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 with respect to general and auto liability. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions with respect to general liability, auto liability, workers compensation. 2,000,000 2,000,000 X A City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 (Ed. 4-84) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Name: Address: AL, AR, AZ, CA, CO, CT, DE, FL, GA, IA, ID, IL, IN, KS, LA, MD, ME, MI, MN, MO, MS, MT, NC, NE, NM, NV, NY, OK, OR, PA, RI, SC, SD, TN, VA, VT, WV Description of Waiver:Any person or organization for whom the Named Insured has agreed by written contract executed prior to loss. JobID: (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No.Endorsement No. Insured Premium Insurance Company Countersigned by This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. © 1983 National Council on Compensation Insurance. WC 00 03 13 (Ed. 4-84) Page 1 of 1 04/18/20239005749001 Sentry Insurance Company 00001 0000000000 23108 0 N1 4613617f-76ae-4341-9503-876202cd61324613617f-76ae-4341-9503-876202cd6132 (Ed. 4-84) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Name: Address: HI, MA, WI Description of Waiver:Any person or organization for whom the Named Insured has agreed by written contract executed prior to loss. JobID: (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No.Endorsement No. Insured Premium Insurance Company Countersigned by This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. © 1983 National Council on Compensation Insurance. WC 00 03 13 (Ed. 4-84) Page 1 of 1 04/18/20239005749002 Sentry Casualty Company 00001 0000000000 23108 0 N1 94eb8a15-af2d-4648-b872-aa4b454aa43a94eb8a15-af2d-4648-b872-aa4b454aa43a Policy Number: 7362-08-62 Insight Consulting Services Final Audit Report 2023-05-15 Created:2023-05-10 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAgCOgGK2XELg3THmjkt1nemuxW_1AWth7 "Insight Consulting Services" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-05-10 - 0:08:10 AM GMT- IP address: 35.229.54.2 Document emailed to Janet Liang (janetl@cupertino.org) for approval 2023-05-10 - 0:09:10 AM GMT Email viewed by Janet Liang (janetl@cupertino.org) 2023-05-10 - 0:09:41 AM GMT- IP address: 104.47.73.254 Document approved by Janet Liang (janetl@cupertino.org) Approval Date: 2023-05-10 - 0:10:17 AM GMT - Time Source: server- IP address: 73.158.94.229 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-05-10 - 0:10:18 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-05-10 - 0:38:33 AM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to lynn willden (lynn.willden@insight.com) for signature 2023-05-10 - 0:38:35 AM GMT Email viewed by lynn willden (lynn.willden@insight.com) 2023-05-10 - 0:39:10 AM GMT- IP address: 104.28.85.159 Document e-signed by lynn willden (lynn.willden@insight.com) Signature Date: 2023-05-12 - 2:53:01 PM GMT - Time Source: server- IP address: 13.58.79.198 Document emailed to Kristina Alfaro (kristinaa@cupertino.org) for signature 2023-05-12 - 2:53:03 PM GMT Email viewed by Kristina Alfaro (kristinaa@cupertino.org) 2023-05-12 - 3:06:26 PM GMT- IP address: 104.47.73.254 Document e-signed by Kristina Alfaro (kristinaa@cupertino.org) Signature Date: 2023-05-12 - 3:06:48 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to christopherj@cupertino.org for signature 2023-05-12 - 3:06:50 PM GMT Email viewed by christopherj@cupertino.org 2023-05-12 - 4:12:15 PM GMT- IP address: 104.28.123.93 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-05-12 - 6:00:39 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-05-12 - 6:00:41 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-05-12 - 6:00:44 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-05-12 - 9:14:41 PM GMT- IP address: 104.28.123.109 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-05-15 - 3:08:34 PM GMT - Time Source: server- IP address: 104.28.123.181 Agreement completed. 2023-05-15 - 3:08:34 PM GMT