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24-088 Amendment #1 dated 4-2-25 Baseline Environmental Consulting for 20840 Stevens Creek1 FIRST AMENDMENT TO AGREEMENT 976 BETWEEN THE CITY OF CUPERTINO AND BASELINE ENVIRONMENTAL CONSULTING, INC. FOR PEER REVIEW OF RESPONSE TO CITY OF CUPERTINO REVIEW OF PHASE I ENVIRONMENTAL SITE ASSESSMENT (ESA) AND LIMITED PHASE II INVESTIGATION, 20840 STEVENS CREEK BOULEVARD This First Amendment to Agreement 976 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Baseline Environmental Consulting, Inc., a (“Contractor”) whose address is 388 17th Street, Suite 230, Oakland, CA 94612, and is made with reference to the following: RECITALS: A. On December 4, 2024 Agreement 976 (“Agreement”) was entered into by and between City and Contractor for On-Call contract for Peer Review of Response to City of Cupertino Review of Phase I Environmental Site Assessment (ESA) and Limited Phase II Investigation, 20840 Stevens Creek Boulevard. 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: 1. Paragraph 2.1 of the Agreement is modified to read as follows: 2.1 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 A-1. 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 replaced with a new Exhibit A-1 attached hereto 3. Paragraph 4.1 of the Agreement is modified to read as follows: 4.1 Maximum Compensation. 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 $10,705 (“Contract Price”), based upon the scope of services in Exhibit A-1 and the budget and rates included in Exhibit C-1, 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 replaced with a new Exhibit C-1 attached hereto. 2 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. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO BASELINE ENVIRONMENTAL CONSULTING, INC. By By Title Title Date Date APPROVED AS TO FORM Interim City Attorney ATTEST: City Clerk Date EXPENDITURE DISTRIBUTION Item PO Number Amount Base 2025-375 $3,090.00 1st Amendment 2025-375 $7,615.00 Total $10,705.00 Cem Atabek Senior Environmental Engineer 03/26/2025 Benjamin Fu Community Development DIrector 04/02/2025 Kirsten Squarcia Kirsten Squarcia 04/02/2025 388 17th Street, Suite 230, Oakland, CA 94612 | P: (510) 420-8686 | www.baseline-env.com 17 March 2025 23308‐03 Ms. Emi Sugiyama, Associate Planner City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Subject: Proposal for Peer Review of Phase II Environmental Site Assessment (ESA) Workplan and Report, 20840 Stevens Creek Boulevard, Cupertino, CA Dear Ms. Sugiyama: Baseline Environmental Consulting (Baseline) is pleased to submit this proposal to complete peer reviews of a workplan and report for additional Phase II Environmental Site Assessment (ESA) activities for the property located at 20840 Stevens Creek Boulevard in Cupertino, California (Site). SCOPE OF WORK Baseline will review a workplan for Phase II ESA investigation activities to be performed at the Site and will prepare a peer review memo providing comments regarding the adequacy of the workplan. As an additional scope that may be authorized as a contract amendment, Baseline will review a report documenting the Phase II ESA investigation activities and findings and will prepare a peer review memo providing comments regarding the adequacy of the report. SCHEDULE Baseline will submit a draft memo within two weeks after receipt of each document to be reviewed and written notice to proceed. Final memos will be prepared within three working days of receipt of comments from the City on the draft memos, if any. COST The estimated cost for peer review of the workplan is $3,055. The estimated cost for peer review of the report is $4,560, which we understand may be authorized as a contract amendment. These costs assume one round of review from the City and one meeting with the City and applicant team to discuss comments for each document. Our work would be conducted on an hourly time‐and‐ materials, not‐to‐exceed basis. A detailed breakdown of costs is included in the attached table. If you have any questions or comments regarding this proposal, please do not hesitate to contact me at your convenience. Sincerely, Cem Atabek Senior Environmental Engineer EXHIBIT C-1 EXHIBIT A-1 Patrick Sutton, PE Hourly rate $230 Task hrs cost hrs cost Peer Review of Workplan Review Phase II ESA Workplan 1 $230 4 $860 $1,090 Prepare draft memo 1 $230 6 $1,290 $1,520 Prepare final memo 1 $230 1 $215 $445 Total $3,055 Peer Review of Report Review Phase II ESA Report 1 $230 8 $1,720 $1,950 Prepare draft memo 1 $230 9 $1,935 $2,165 Prepare final memo 1 $230 1 $215 $445 Total $4,560 Baseline Environmental Consulting COST ESTIMATE Principal Environmental Engineer Cem Atabek Senior Environmental Engineer $215 Total 23308-03 Ph II Peer Review CE-3/17/2025 1 of 1 3/4/2025 Leavitt Pacific Insurance Brokers, Inc. License #0D79674 1570 The Alameda, Suite 101 San Jose CA 95126 Tammie Stamp (408)288-6262 (408)298-7635 tammie-stamp@leavitt.com Baseline Environmental Consulting P.O. Box 18586 Oakland CA 94619 Westchester Surplus Lines Insurance Company10172 Hartford Accident & Indemnity Company 22357 Great American Alliance Insurance Company26832 25-26 Master A X X X 2,500 Ded Per Occur X X G46846436008 1/1/2025 1/1/2026 2,000,000 50,000 10,000 2,000,000 2,000,000 2,000,000 Professional Liability Claims Made 2,000,000 B X X 57UECIZ2279 1/1/2025 1/1/2026 2,000,000 A X X X 0 G46846448008 1/1/2025 1/1/2026 3,000,000 3,000,000 C WC066089911 1/1/2025 1/1/2026 X 1,000,000 1,000,000 1,000,000 A Pollution Liability G46846436008 1/1/2025 1/1/2026 $2,500 Ded 2,000,000 RE: All Active Projects Professioinal Liability Retroactive date of 01/18/1990 The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as additional insured as respects to Auto & General Liability with respects to work performed by the named insured as required by written contract. Primary and non-contributory wording applies. Workers' Compensation Waiver of Subrogation applies. 30 Day Notice of Cancellation applies. There are no deductibles for Auto & Workers' Compensation. City of Cupertino Abby Ayende 10300 Torre Avenue Cupertino, CA 95014 AbigailA@cupertino.org Fred Stafford/CHDUEN Y The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL &ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L.EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes,describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: 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 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: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S)AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INS025 (201401) Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Version: August 2024 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. 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 Version: August 2024 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 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 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. Baseline Environmental Consulting Final Audit Report 2025-04-02 Created:2025-03-26 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAALNlAs-LR1qwxVVCyQXuGIg04fHOlDBvA "Baseline Environmental Consulting" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-03-26 - 4:49:05 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-03-26 - 4:51:46 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-03-26 - 4:51:57 PM GMT- IP address: 52.202.236.132 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-03-26 - 6:28:26 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Cem Atabek (cem@baseline-env.com) for signature 2025-03-26 - 6:28:33 PM GMT Email viewed by Cem Atabek (cem@baseline-env.com) 2025-03-26 - 6:28:40 PM GMT- IP address: 66.249.84.225 Document e-signed by Cem Atabek (cem@baseline-env.com) Signature Date: 2025-03-26 - 11:53:50 PM GMT - Time Source: server- IP address: 216.218.207.198 Document emailed to Floy Andrews (floya@cupertino.gov) for signature 2025-03-26 - 11:53:54 PM GMT Email viewed by Floy Andrews (floya@cupertino.gov) 2025-03-26 - 11:54:01 PM GMT- IP address: 52.202.236.132 Document e-signed by Floy Andrews (floya@cupertino.gov) Signature Date: 2025-03-30 - 0:05:41 AM GMT - Time Source: server- IP address: 24.6.67.144 Document emailed to Benjamin Fu (benjaminf@cupertino.gov) for signature 2025-03-30 - 0:05:46 AM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.gov) 2025-03-30 - 0:05:56 AM GMT- IP address: 52.202.236.132 Email viewed by Benjamin Fu (benjaminf@cupertino.gov) 2025-04-02 - 4:26:47 PM GMT- IP address: 52.202.236.132 Document e-signed by Benjamin Fu (benjaminf@cupertino.gov) Signature Date: 2025-04-02 - 5:00:28 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to kirstens@cupertino.gov for signature 2025-04-02 - 5:00:32 PM GMT Email viewed by kirstens@cupertino.gov 2025-04-02 - 5:00:51 PM GMT- IP address: 3.232.50.116 Signer kirstens@cupertino.gov entered name at signing as Kirsten Squarcia 2025-04-02 - 6:27:31 PM GMT- IP address: 64.165.34.3 Document e-signed by Kirsten Squarcia (kirstens@cupertino.gov) Signature Date: 2025-04-02 - 6:27:33 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-04-02 - 6:27:33 PM GMT