FIRST AMENDMENT TO AGREEMENT 21-072 BETWEEN
THE CITY OF CUPERTINO AND AVOCETTE TECFn'JOLOGIES, INC., FOR
ACCELA CONSULTING SERVICES FOR BUSINESS LICENSE MODULE AND GENERAL
CONSULTING SUPPORT
This First Amendment to Agreement 21-072 between the City of Cupertino and Avocette Technologies, Inc., is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Avocette Technologies, Inc., a ("Contractor") whose address is 422 Sixth Street-2nd Floor, New Westminster, BC V3L3B2, and is made with reference to the following:
RECIT ALS:
A. On July 1, 2021 Agreement 21-072 ("Agreement") was entered into by and between City and Contractor for Accela Consulting Services for Business License Module and general Consulting Support.
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 and undersigned parties as follows:
1, TIME OF PERFORMANCE
Paragraph 3,1 of the Agreement is modified to read as follows:
This Agreement begins on the Effective Date and ends on June 30, 2023 ("Contract Time"), unless terminated earlier as provided herein. Contractor' s Services shall begin on the effective date and shall be completed by June 30, 2023. 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 fiinds. Extensions requiring additional contract funds are subject to the City' s purchasing policy.
2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in fiill force and effect.
SIGNATURES CONTINUE ON THE FOLLOWING PAGE
I
ATTACHMENT F
IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed.
CITY OF CUPERTINO AVOCETTE TECHNOLOGIES, INC.
Title cTo
DateJun 30, 2022
Titlevpi Public Sector Unit
oateJun 30, 2022
APPROVED AS TO FORM
chris+opher D. (ensen
City Attorney
ATTEST:
k+
City Clerk
DateJun 30, 2022
EXPENDITURE DISTRIBUTION
2 EXHIBIT D
Insurance Requirements
Desigh rrofchhionuls & Consultants Contracts
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 cpmpanies doing business in Califomia and acceptable toCity.
INSURANCE POLICIES AND MINIMUMS REQUIRED
1. Commercial GeneralLiabilig (CGL) forbodily 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 tliis project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrencelimit. 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. h Additional Insured coverage under Consultam'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 namedinsured. l 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' Coinpensation: As required by the State of California, with Stahitory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury ordisease.
JNot required. Consultant has provided written verification of noemployees.
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 TheRetroactiveDatemustbeshownandmustbebeforetheEffectiveDateoftheContract. b. Insurancemustbemaintainedforatleastfive(5)yearsaftercompletionoftheServices. c. Ifcoverageiscanceledornon-renewed,andnotreplacedwithanotherclaims-madepolicyform 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 theServices.
Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts Form Updated Jan. 2022 1 OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:
Additional InsuredStatus
Tlie 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 Fori'n CG 20 10 (1 l/ 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 Retetgtiom
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-WI, 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.
Subconsxdtants
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 Imura/Ice Limits
If Consultantmaintains broadercoverage 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.
Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts Foinx UpdatedJan. 2022 2 ACORD,, CERTIFICATE OF LIABILITY INSURANCE REVISED
DATE (MM/DD/YY)
10/21/2021
ppoouct:p Serial#11942l
WILLIS CANADA INC., A WILLIS TOWERS WATSON COMPANY 2650-666 BURRARD STREET
VANCOUVER, BC V6C 2X8
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLIC ES BELOW.
INSURERS AFFORDING COVERAGE NAIC#
INSuRED
AVOCETTE TECHNOLOGIES INC.
2ND FLOOR - 422 SIXTH STREET
NEW WESTMINSTER, BC V3L 3B2
I
INSURER A: CONTINENTAL CASUALTY COMPANY
INSURER B:
INSURER C:
INSURER D:
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSuED TO THE INSuRED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NO'n/VITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCtlMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSLIRANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLuSIONS AND CONDITIONS OF SLICH FOLiC ES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID C LAIMS.
INSR
LTR
An0'L
NSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE OAT!: IMMJDD/Y'Q
POLICY EXPIRATION
DATE IMMIODmi LIMITi
A
aEHERAL LIABILITY
X COMMERCIAL GENERAL LIABILITY
__]uivsvoos [x occut;i
MPR 2755219
INCLuDlNG CONTINGENT
EMPLOYER'S LIABILITY
09/30/2al 09/30/22
EACH OCCURRENCE $ 4,000,000
DAMAGE TO RENTED
PREMISES (EaoccunsncJ $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $ 4,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
Jpoucynff:8 nioc
PRODuCTS - COMP/OP AGG $ 4,000,000
NON-OWNED AUTOS
A
AUTOMOBILE LIABILITY
ANY AUTO
ALL OWNED AuTOS
SCHEDuLED AuTOS
_4 HIRED auros
jq wos-owxeoburos
MPR 2755219
HIRED AuTOS $75.000
09/30/21 09/30/22 COMBINED SINGLE LIMIT
(Ea accident) s 1,000,000
BODILY INJURY
(Per person) $
BODILY INJURY
(Per accident) $
PROPERTY DAMAGE
(Per accldenl) $
(IAF:AGE LIABILITY
eANY AUTO
AUTO ONLY - EA ACCIDENT $
OTHER THAN U ACC
AUTO ONLY: AGG
$
$
!XCEBSAIMBRELLA LIABILffY
JOCCuR € CLAIMS MADE
e::::E $
EACH OCCURRENCE $
AGGREGATE $
$
$
$
WOR <ER'S COMPENSATION AND
EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNEFUEXECuTIVE
OFFICEFUMEMBER EXCLuDED?
IT yes. descrlbe under
SPECIAL PROVISIONS below
ITY'Flflfai\S I loJ!i'-
EL EACH ACCIDENT $
EL DISEASE - EA EMPLOYEE $
EL DISEASE- POLICY LIMIT $
A
OTHER
PROFESSIONAL LIABILITY PLP 2878253 09/30/21 09/30/22 $2,000,000 EACH CLAIM AND AGGREGATE"
DESCRIPTION OF OPERATIONSILOCATIONSNEHICLEulEXCl1lSIONS ADDED BY ENDORSEMENr/SP!CIAL PROV1810N3 ALL tlMffS ARE IN CANADIAN DOLLARS.
THE CITY OF CUP!RTINO, ITS CffY COUNCIL, OFFICER!I, OFFICIAL8, EMPLOYEES. AGENT8. SERVANT8 AND VOLtlNTEERS ARE INCLLIDED AS ADDITIONAL INSuREDlS) AS RESPECTS TO COMMERCIAL GENERAL LIABILITY COVERAGE(S) WHEN REQulRED BY WRITTEN CONTRACT, SUBJECT TO POLICY TERMS & CONDITIONS. AS PERTAINS TO THE OPERATIONS OF THE INSURED SEE ATT ACHMENTS FOR MORE DETAILS.
=SHARED LIMIT FOR TECHNOLOGY AND PROFESSIONAL LIABILITY, MEDIA LIABILITY. NETWORK SECURITY AND PRIVACY LIABILITY. NO COVERAGE FOR EXTORTION ilNCLUDlNG RANSOMWARE)
CERTIFICATEHOLDER CANCELLATION
THE CITI OF CUPERTINO
10300 TORRE AVE.
CuPERTINO, CA 95014
I
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSulNG INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENT ATIVES.
407%0)11250 REPRESENTATIVE WjllteAlUOAIHejlllLUIT(lla}WAitONl:(WAHI -j-t,,',,,,. ACCOUNTMANAGER
ACORD 25 (2001/08) @ ACORD CORPORATION 1988
WillisTowersWatson lilllllil
October 21, 2021
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
To Whom It May Concern:
Subject: Avocette Technologies Inc.
Willis Towers Watson is the insurance broker for Avocette Technologies Inc. (Avocette). This letter is to confirm that Avocette has Contingent Employers Liability insurance under their Commercial General Liability as evidenced on the attached certificate. In British Columbia, Canada, Primary Worker's Compensation insurance, including Employers Liability, is provided by the Provincial WorkSafe BC Program. The Contingent Employers Liability coverage will provide coverage for any employee who is ineligible for the WorkSafe BC coverage. Avocette does not have any US employees and, as such, is not required to purchase US Worker's Compensation insurance.
The Endorsement adding the City of Cupertino as Additional Insured and the Waiver of Subrogation under Avocette's 2021-2022 Commercial General Liability coverage are attached (see page 3 & 4).
Should you have any questions please do not hesitate to contact the undersigned Sincerely,
Paula Hardie, BA, CIP, CAIB
Account Manager
Paula Hardie, BA, CIP, CAIB
Account Manager
2650 - 666 Burrard St.
Vancouver, BC V6C 2X8
Canada
D +604.605.3654
E paula.hardle(a)willistowerswatson.com
W willistowerswatson.com
€ #A
Adjustment Premium
CGL-CM 00-000 CE 071519
Endorsements
Deductible Schedule
Additional Insured Schedule
MPR 2755219 Issued on September 29, 2021 Page 8
€ NA
The following clause forms part of the 'Common Policy Terms and Conditions', solely in connection with the 'Commercial General Liability Coverage Section' to this Policy.
Waiver of Subrogation - Designated Person(s) or Organization In the event of any payment under this Policy, the Insurer shall waive their rights of recovery against any person(s) shown in the Schedule below where such waiver has been included as part of a contractual undertaking by the Insured, but this waiver shall apply only in respect to the specific contract entered into prior to the date of Loss, existing between the Insured and such person(s), and will not be construed to be a waiver in respect to other operations of such person(s) in which the Insured has no contractual interest.
SCHEDULE
Name of Person(s) or Organization:
The City of Cupertino
All other terms and conditions not otherwise modified by this endorsement remain unchanged.
MPR 2755219 Issued on September 29, 2021 Page 20
First Amendment to Accela Consulting Services
Agreement
FinalAuditReport 2022-06-30
Created:
By:
Status:
Transaction ID:
2022-06-29
City of Cupertino (webmaster@t,upertino.org)
Signed
CBJCHBCAABAA-vwXZmP5D4-wsYOTTm9olWPZpfPsSE-e
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