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23-135 Fehr & Peers for Citywide VMT Inventory & VMT Mitigation Measures
Citywide VMT Inventory & VMT Mitigation Measures Page 1 of 9 Professional/Consulting Contracts /Version: October 2021 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Fehr & Peers Assoc, Inc (“Contractor”), a Corporation for Citywide VMT Inventory & VMT Mitigation Measures, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 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. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on December 31, 2024 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by December 31, 2024. 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. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated herein as Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services in accordance with this Agreement an amount that will based on actual costs but that will be capped so as not to exceed $129,940.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation 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. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending Citywide VMT Inventory & VMT Mitigation Measures Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and in accordance with the standard of care applicable to contractors providing similar services under similar circumstances to that of Contractor under this Agreement. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remit to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence Citywide VMT Inventory & VMT Mitigation Measures Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall compl y with all laws Citywide VMT Inventory & VMT Mitigation Measures Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses to extent caused by negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, and volunteers (“Indemnitees”), through legal counsel reasonably acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including reasonable attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature to the extent caused by any of the following: (a) Contractor’s breach of contract, obligations, representations, or warranties; (b) Negligent or reckless acts or omissions committed by Contractor during performance of the Services, or the Contractor’s willful misconduct; (c) Personal injury, property damage, or economic loss resulting from the negligent or reckless acts or willful misconduct of Contractor or its subcontractors or sub-subcontractors; (d) Contractor’s unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation by contractor of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. In no event shall the cost to defend charged to Contractor exceed Contractor's proportionate percentage of fault. Citywide VMT Inventory & VMT Mitigation Measures Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. Citywide VMT Inventory & VMT Mitigation Measures Page 6 of 9 Professional/Consulting Contracts /Version: October 2021 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns David Stillman as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Julie Morgan as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of Citywide VMT Inventory & VMT Mitigation Measures Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If either party to this Agreement initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or impli ed covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Citywide VMT Inventory & VMT Mitigation Measures Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: David Stillman Email: DavidS@cupertino.org To Contractor: Fehr & Peers Assoc Inc 460 W Santa Clara St, Suite 675 San Jose, CA 95113 Attention: Julie Morgan Email: j.morgan@fehrandpeers.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date Julie Morgan Principal Dec 6, 2023 Chad Mosley Director of Public Works Dec 6, 2023 Citywide VMT Inventory & VMT Mitigation Measures Page 9 of 9 Professional/Consulting Contracts /Version: October 2021 APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Christopher D. Jensen Dec 6, 2023 VMT 2.0: Citywide VMT Inventory & VMT Mitigation Measures October 6, 2023 Work Plan Task 0: Project Management/Schedule Kick-Off Meeting City staff and up to two Fehr & Peers staff will meet to launch this effort, review project schedule, scope, and discuss and finalize the desired outcomes of this project. Project Check-In Meetings and Progress Reports This scope of work will take 10-months to complete. Fehr & Peers will host 40-minute project management meetings once per month (10 total) via teleconference with two Fehr & Peers staff people present. (The City and Fehr & Peers may decide to modify this schedule; this scope represents the maximum number of conference calls anticipated.) Meeting agendas will be prepared and delivered prior to each meeting, and meeting notes and action items will be documented and sent after each meeting. This task also includes time for project management including the preparation of monthly progress reports and invoices. Responsible Party: Fehr & Peers Task # Deliverable 0.1 Kick-off meeting and finalizing scope of work 0.2 Meeting agendas and meeting minutes 0.2 Monthly progress reports and project invoices Task 1: Project Initiation & Existing Policies Review Fehr & Peers will review the documents listed below and update the summary of the existing policies presented in the SB 743 Implementation Decisions for the City of Cupertino white paper (asterisk indicates expected updates to existing policy summary): •Cupertino Municipal Code “Chapter 17.08: Evaluation of Transportation Impacts under the California Environmental Quality Act” (2021)* •City of Cupertino Transportation Study Guidelines (May 2021)* •Mobility Element of the Cupertino General Plan – Community Vision 2015-2040 (2015) •Cupertino’s Master Conditions of Approval (COA) •Santa Clara Valley Transportation Authority Congestion Management Program, Transportation Impact Analysis Guidelines (October 2014) •City of Cupertino Transportation Impact Fee (TIF) Nexus Study (2017) Exhibit A •City of Cupertino 2016 Bicycle Transportation Plan (June 2016) •City of Cupertino Pedestrian Transportation Plan (February 2018) •City of Cupertino Climate Action Plan (2015) and the on-going Climate Action Plan update* Responsible Party: Fehr & Peers Task # Deliverable 1.0 Existing policies summary update Task 2: VMT Tool and Assessment Summaries Summary of Sketch Planning Tools As a part of one of the project check-in meetings, Fehr & Peers will share an overview of eleven sketch planning tools (e.g., CalEEMod, Sketch 7, VMT Impact Tool/Salon, GreenTRIP Connect, MXD/MXD+, UrbanFootprint, Envision Tomorrow, California Smart-Growth Trip Generation Adjustment Tool, TRIMMS, VMT+, and TDM+) and the Santa Clara Countywide Vehicle Miles Traveled Evaluation Tool. The purpose of this overview is to show the range of tools available and help the city decide which characteristics are most important to develop and apply in Cupertino. These sketch planning tools produce a variety of VMT and/or VMT reduction estimates. This review of the sketch planning tools will incorporate information from reviews conducted through academic research by UC Davis and UC Berkeley and include the following characteristics: •Output •Technical and legal defensibility •Parameter sensitivity •Administrative utility •Analyst comments •User experience benefits and drawbacks Responsible Party: Fehr & Peers Summary of VMT Assessment Approaches Fehr & Peers with support from PlaceWorks, will present potential paths a land use or transportation project could take through the CEQA process. This project presentation to City staff will be used to discuss potential CEQA strategies with a focus on the pros and cons of the VMT impact analysis approaches being implemented by lead agencies. This discussion will touch on CEQA streamlining and how a VMT fee could be incorporated as a VMT mitigation measure. Responsible Party: Fehr & Peers and PlaceWorks Task # Deliverable 2.1 Summary of sketch planning tools presentation 2.2 Summary of VMT assessment approaches presentation Exhibit A VMT 2.0: Citywide VMT Inventory & VMT Mitigation Measures October 6, 2023 Task 3: VMT Mitigation Approach We are proposing the City of Cupertino develop a citywide VMT mitigation approach that conducts the following: •Cumulative Citywide VMT Evaluation – The City’s intent is to streamline the cumulative VMT analysis required for individual development projects, which would be accomplished by conducting a CEQA evaluation of the VMT impacts of the adopted General Plan, identifying all feasible VMT mitigation strategies and reaching a conclusion about whether the cumulative scenario does or does not have significant and unavoidable VMT impacts (this is occurring as a part of the Cupertino General Plan and Zoning Updates: Transportation Analysis for the Environmental Review). Once that conclusion is made and certified, individual development projects that are consistent with the General Plan can tier from those cumulative VMT analysis results and would not have to present a separate cumulative VMT scenario. This task will summarize the conclusions of the environmental review of the Cupertino General Plan and Zoning Updates. •Feasible VMT Reduction Strategies – The City’s intent is to streamline the environmental review process and make it easier to apply consistent VMT mitigation strategies to individual development projects. This task will identify and quantify a set of VMT reduction strategies that the city considers to be feasible given the local context and develop a procedure for applying those strategies to individual projects. •Strategy for Streamlining Project CEQA Analysis – To achieve the City’s intent of streamlining the environmental review process, this task will develop a strategy for applying the information developed in the previous tasks in a way that meets the City’s needs and is consistent with CEQA requirements. This task will involve input from PlaceWorks, the City Attorney’s office, and other City departments. Estimates of VMT Reduction Needed This task will rely on the VMT forecasts presented in the forthcoming Cupertino General Plan and Zoning Updates: Transportation Analysis for the Environmental Review report. The VMT needed will be determined using the City’s adopted VMT thresholds, and the Existing Conditions and Cumulative with Project Conditions VMT estimates. The number of new projects and the VMT that is likely to be generated by those new projects will be described. This summary will include base year and future year heat maps showing high and low VMT zones in Cupertino. This VMT reduction needed assessment will include a general discussion of the types of transportation features that could be anticipated as part of future projects. These transportation improvements are not expected to add new lanes to the street system; therefore, an assessment of induced automobile travel will not be conducted. Responsible Party: Fehr & Peers Feasible VMT Reduction Strategies Based on our experience in Cupertino, the most likely set of feasible strategies would include a combination of traditional site-specific TDM measures that apply at the individual site level, as well as some neighborhood-wide or citywide improvements that could support the use of non-automobile modes. Site-specific TDM measures could be required as conditions of approval on individual Exhibit A development projects. Broader-scale infrastructure improvements could be implemented through a VMT fee program. The details of how each type of strategy would be implemented will be explored further in the following task 3.3. This task (3.2) is intended to provide the necessary background information by identifying feasible VMT reduction strategies and estimating the VMT reduction effects that could be achieved by applying each strategy in Cupertino. The list of VMT reduction strategies will be derived from the forthcoming Cupertino General Plan and Zoning Updates: Transportation Analysis for the Environmental Review report, and other prospectively identified VMT reduction strategies. Beginning with the list of VMT reduction measures presented in Chapter 6 and Appendix G of the SB 743 Implementation Decisions for the City of Cupertino (February 2021) and the forthcoming Cupertino General Plan and Zoning Updates: Transportation Analysis for the Environmental Review report, Fehr & Peers will prepare a draft matrix of VMT reduction strategies. The primary focus will be strategies that could be applied by individual development projects (such as providing bicycle parking and related amenities or sponsoring a ridesharing program) and strategies that the city could implement at a corridor or neighborhood level (such as constructing elements of the citywide pedestrian or bicycle network). We will work with City staff to identify strategies that staff find to be feasible for typical development projects in Cupertino. For up to 15 VMT reduction strategies, the table will summarize: •Name •Description •VMT reduction range (percent) •VMT type (commute or total VMT) •VMT reduction application (new VMT, or all city VMT) •Literature evidence •Feasibility Considerations (Qualitative Assessment) ○Fiscal Impact to the City ○Implementation Challenge ○Political Acceptance ○Implementation Party •City Priority •City implementation action (to support the VMT reduction strategy) This list will use the latest VMT reduction research documented in the California Air Pollution Control Officers Association (CAPCOA) Handbook for Analyzing Greenhouse Gas Emission Reductions, Assessing Climate Vulnerabilities, and Advancing Health and Equity update finalized in December 2021 (http://www.airquality.org/air-quality-health/climate-change/ghg-handbook-caleemod) to document the VMT reduction range for each strategy. Using Fehr & Peers TDM+ tool, the VMT reduction range for each of the strategies will be estimated for a hypothetical typical setting in Cupertino. City staff will review the supporting documentation and draft matrix of VMT reduction strategies. Fehr & Peers has included 12 hours of staff time to finalize the VMT reduction strategies based on City staff comments. Exhibit A VMT 2.0: Citywide VMT Inventory & VMT Mitigation Measures October 6, 2023 Strategy for Streamlining Project CEQA Analysis With support from PlaceWorks and in collaboration with staff from the City Attorney’s office and other departments, Fehr & Peers will develop a strategy for streamlining CEQA analysis for individual development projects in Cupertino. This will include a consideration of the following topics: •The estimated VMT reduction needed (task 4.1). •Suggested modifications to VMT ordinance (if any). •Development of a checklist of feasible VMT reduction strategies (task 4.2) and a methodology for how those strategies would be applied to individual development projects. There may be different approaches depending on the size and characteristics of the development project. Some of the VMT reduction strategies would lend themselves to being applied as conditions of approval on individual projects, while other strategies would make more sense as part of a citywide fee program. •Development of a mobility checklist to assist with the evaluation of a project against the mobilitydeficiency criteria in Table 5 of the City of Cupertino Transportation Study Guidelines (May 2021). •VMT monitoring protocols, if appropriate. •Fehr & Peers has included 24 hours of staff time to finalize the strategy for streamlining project CEQA analysis. Responsible Party: Fehr & Peers and PlaceWorks Task # Deliverable 3.1 Cumulative citywide VMT evaluation 3.2 Feasible VMT reduction strategies 3.3 Strategy for streamlining project CEQA analysis Task 4: Support Adoption Fehr & Peers will provide up to two staff persons to prepare for and attend two public meetings with the City of Cupertino. This will include attending, co-presenting with City staff, and responding to questions at either a Planning Commission or City Council hearing. Prior to each meeting, we will participate in one conference call (for a total of two) to identify an appropriate level of depth for each presentation and generally confirm content and duration. Responsible Party: City of Cupertino and Fehr & Peers Task # Deliverable 4.0 Develop meeting materials for and attend, up to two adoption meetings. Task 5: Optional: Consultant Meeting Attendance and Additional Analysis We have included a contingency budget to attend additional meetings and research concepts not incorporated into the base scope of work. Additionally, for this work, we will minimize additional VMT Exhibit A modeling, but expect that the development of the citywide VMT impact analysis strategy could lead to additional VMT modeling to account for refinement of the land use inputs, refinement to the VMT calculation methods, preparation of VMT data for input into the Santa Clara Countywide VMT Evaluation Tool, and/or development of VMT reduction monitoring modifications. Therefore, we have listed several optional tasks that could help with this effort: •Existing Travel Data Summary – To better understand existing VMT patterns in the City ofCupertino, mobile device data could be summarized at different geographic scales and times of the week. •VTA Travel Model Land Use and Population Adjustments – Because the TAZ boundaries do notmatch the city limits or City sphere of influence, and additional land use adjustments may be needed, Fehr & Peers would coordinate with City staff to revise land use and population information for each of the multi-jurisdictional study zones in Cupertino. •Preparing Santa Clara Countywide (SCC) VMT Evaluation Tool Data – For small to medium sizeoffice, residential, or industrial projects, the city may want to use the SCC VMT Evaluation Tool to look-up VMT rates and conduct VMT reduction analysis. So that Cupertino can use the SCC VMT Evaluation Tool for project-by-project VMT analysis, Fehr & Peers would prepare Cupertino specific VMT data to be incorporated and used in the SCC VMT Evaluation Tool. •Developing Monitoring Specifications – To help the city understand the pros and cons of VMT monitoring, Fehr & Peers would prepare a white paper that discusses the monitoring method options including context, VMT metrics, goals, monitoring methods and remedial actions. Exhibit A Project Schedule 2023 2024 Tasks Novembe r December January February March April May June July August Task 0 - Project Management/Schedule 0.1 Kickoff Meeting and Finalizing Scope of Work 0.2 Project Check-In Meetings and Progress Reports Task 1 - Project Initiation & Existing Policies Review 1.0 Existing Policy Summary Update Task 2 - VMT Tool and Assessment Summaries 2.1 Summary of Sketch Planning Tools 2.2 Summary of VMT Assessment Approaches Task 3 - VMT Mitigation Approach 3.1 Estimate of VMT Reduction Needed 3.2 Feasible VMT Reduction Strategies 3.3 Strategy for Streamlining Project CEQA Analysis Task 4 - Support Adoption 4.0 Prepare and Present at Adoption Meetings (Depends on Council Schedule) Schedule subject to change. Exhibit B Fee Proposal for VMT 2.0: Citywide VMT Inventory & VMT Mitigation Measures Fehr & Peers (Prime)PlaceWorks (Sub-Consultant) Project Manager Principal-in- Charge VMT Forecast Lead VMT Reduction Lead VMT Analyst Graphics/ GIS/CAD Project Coordinato r Labor Hours Direct Costs Total CEQA Insight (Associate Principal) CEQA Practitione r (Associate) Labor Hours Direct Costs Total Markup Total Hours Total Costs Tasks $280 $360 $220 $210 $180 $175 $155 $245 $185 10% Task 0 - Project Management/Schedule 0.1 Kickoff Meeting and Finalizing Scope of Work 6 2 0 0 0 0 2 10 $190 $2,900 0 $0 $0 $0 10 $2,900 0.2 Project Check-In Meetings and Progress Reports 30 4 4 12 4 0 6 60 $1,110 $16,000 0 $0 $0 $0 60 $16,000 Task 1 - Project Initiation & Existing Policies Review 1.0 Existing Policy Summary Update 2 0 0 2 12 0 2 18 $250 $3,700 0 $0 $0 $0 18 $3,700 Task 2 - VMT Tool and Assessment Summaries 2.1 Summary of Sketch Planning Tools 4 0 0 0 8 0 2 14 $230 $3,100 0 $0 $0 $0 14 $3,100 2.2 Summary of VMT Assessment Approaches 24 12 4 4 0 16 8 68 $1,200 $18,000 12 12 24 $295 $5,455 $545 92 $24,000 Task 3 - VMT Mitigation Approach 3.1 Estimate of VMT Reduction Needed 4 0 12 0 4 12 4 36 $500 $7,700 0 $0 $0 $0 36 $7,700 3.2 Feasible VMT Reduction Strategies 8 0 4 16 16 0 6 50 $710 $11,000 0 $0 $0 $0 50 $11,000 3.3 Strategy for Streamlining Project CEQA Analysis 28 20 0 0 8 0 8 64 $1,280 $19,000 8 12 20 $275 $4,455 $445 84 $23,900 Task 4 - Support Adoption 4.0 Prepare and Present at Adoption Meetings 24 8 0 4 4 24 8 72 $1,200 $17,800 0 $0 $0 $0 72 $17,800 Total for all Tasks 130 46 24 38 56 52 46 392 $6,670 $99,200 20 24 44 $570 $9,910 $990 436 $110,100 Contingency (Additional 20% of Total for Tasks 1 to 4)$19,840 $19,840 Total for all Tasks with Contingency $119,040 $129,940 Task 5 - Optional: Consultant Meeting Attendance and Additional Analysis 5.1 Existing Travel Data Summary TBD TBD 5.2 VTA Travel Model Land Use and Population Adjustments TBD TBD 5.3 Preparing Santa Clara Countywide (SCC) VMT Evaluation Tool Data TBD TBD 5.4 Developing Monitoring Specifications TBD TBD Notes: This fee proposal is valid for a period of 90 days from the proposal submittal date. Actual billing rate at the time of service may vary depending on the final staffing plan at the time the project starts; the overall fee will not be exceeded. Mileage is billed at the IRS rate plus 10% handling fee Rates and non-key staff are subject to change at any time, without notice, and within the total budget shown 1 Exhibit C 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. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 11/29/2023 License # 0E67768 (925) 660-3514 (925) 416-7869 13056 Fehr & Peers 100 Pringle Avenue, Suite 600 Walnut Creek, CA 94596 11000 19917 A 2,000,000 X X PSB0006683 12/6/2023 12/6/2024 1,000,000 10,000 2,000,000 4,000,000 4,000,000 1,000,000A X X PSA0002276 12/6/2023 12/6/2024 5,000,000A PSE0002889 12/6/2023 12/6/2024 5,000,000 B X 57WEGZJ1989 5/1/2023 5/1/2024 1,000,000 1,000,000 1,000,000 C Professional Liab.AEXNYABEFJ2008 12/6/2023 Per Claim 5,000,000 C Professional Liab.AEXNYABEFJ2008 12/6/2023 12/6/2024 Aggregate 5,000,000 SJ19-1989 - LOS to VMT Transition Project All Operations of the Named Insured, including the aforementioned project, if any. General Liability: Please see blanket Additional Insured endorsement attached; such coverage is Primary and Non-Contributory with Waiver of Subrogation included, as required per written contract. Auto Liability: Please see blanket Additional Insured endorsement with Waiver of Subrogation included, as required per written contract. Workers' Compensation: Waiver of Subrogation is in favor of the aforementioned Additional Insured as per attached blanket Waiver of Subrogation endorsement, as required per written contract. SEE ATTACHED ACORD 101 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3202 FEHR&PE-01 MICHAELA IOA Insurance Services 3875 Hopyard Road Suite 200 Pleasanton, CA 94588 Gigi Yuen Gigi.Yuen@ioausa.com RLI Insurance Company Sentinel Insurance Company, Ltd Liberty Insurance Underwriters, Inc X 12/6/2024 X X X X X X X FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. IOA Insurance Services FEHR&PE-01 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance License # 0E67768 1 SEE P 1 Fehr & Peers 100 Pringle Avenue, Suite 600 Walnut Creek, CA 94596 SEE PAGE 1 MICHAELA 1 Description of Operations/Locations/Vehicles: GENERAL LIABILITY & AUTO LIABILITY INCLUDE THE FOLLOWING PERSON(S) OR ORGANIZATION(S): The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers, as required per written contract Policy Number:RLI Insurance Company Named Insured: PPB 304 02 12 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack®FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II – LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by you or those acting on your behalf: a.In the performance of your ongoing operations; b.In connection with premises owned by or rented to you; or c.In connection with “your work” and included within the “product-completed operations hazard”. 2.The insurance provided to the additional insured by this endorsement is limited as follows: a.This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b.This insurance does not apply to the rendering of or failure to render any "professional services". c.This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3.The following is added to SECTION III H.2. Other Insurance – COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II – LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: a.The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b.The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4.The following is added to SECTION III K. 2. Transfer of Rights of Recovery Against Others to Us – COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II – LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PSB0006683 Fehr & Peers LIABILITY) 4.The following is added to SECTION III K. 2.g Transfer of Rights of Recovery Against Others togyg Us – COMMON POLICY CONDITIONS (BUT( APPLICABLE TO ONLY TO SECTION II – 1. C. WHO IS AN INSURED isamended to include as an additional insured anyperson or organization thatyp g you agreeinacontractoragreement requiringyg g qg insurance to include as an additionalinsured onthis policy, but only with respect to liability for "bodilypy injury", y "property p damage"or y "personal y andjy pp y g p advertising injury" caused in whole or in part by you or those acting on your behalf: gjy However, if you specifically agree in a contract oryp yg agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory py ppy py py y basis, this insurance is primary to other insurancepy thatisavailable tosuch additionalinsured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: Policy Number:RLI Insurance Company Named Insured: PPA 300 03 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair – Waiver Of Deductible I. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage – Loss Of Use L. Hired Car – Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition – Mental Anguish O. Airbag Coverage P. Amended Insured Contract Definition – Railroad Easement Q. Coverage Extensions – Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage PSA0002276 Fehr & Peers C. Blanket Additional Insured D. Blanket Waiver Of Subrogation PPA 300 03 13 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II – COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus- iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II – COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any “employee” of yours is an “insured” while using a covered “auto” you don't own, hire or borrow in your business or your personal affairs. C. Blanket Additional Insured The following is added to the SECTION II – COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the “bodily injury” or “property damage” occurs is an “insured” for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an “insured” under the Who Is An Insured provision contained in SECTION II – COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured’s own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the “bodily injury” or “property damage” occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV – BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any “accident” or “loss”, provided that the “accident” or “loss” arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1.The following is added to the SECTION II – COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An “employee” of yours is an “insured” while operating an “auto” hired or rented under a contract or agreement in that “employee's” name, with your permission, while performing duties related to the conduct of your business. 2.Changes In General Conditions: Paragraph 5.b.of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b.For Hired Auto Physical Damage Coverage, the following are deemed to be covered “autos” you own: (1) Any covered “auto” you lease, hire, rent or borrow; and (2) Any covered “auto” hired or rented by your “employee” under a contract in that individual “employee's” name, with your permission, while performing duties related to the conduct of your business. However, any “auto” that is leased, hired, rented or borrowed with a driver is not a covered “auto”. F. Fellow Employee Coverage SECTION II – COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in-force covering all of your employees. G. Auto Loan Lease Gap Coverage SECTION III – PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition of the following: In the event of a total “loss” to a covered “auto” shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered “auto”, less: 1.The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2.Any: a.Overdue lease/loan payments at the time of the “loss”; C. Blanket Additional Insured D. Blanket Waiver Of Subrogation THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative (1) Printed in U.S.A.Form WC 04 03 06 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Endorsement Number:Policy Number: 57 WEG ZJ1989 Named Insured and Address:FEHR & PEERS 100 PRINGLE AVE STE 600 WALNUT CREEK CA 94596 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.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Fehr & Peers for Citywide VMT Inventory & VMT Mitigation Measures Final Audit Report 2023-12-06 Created:2023-12-06 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA9Dq7_FToS0eBiInHMINEnux4MV2UaLv6 "Fehr & Peers for Citywide VMT Inventory & VMT Mitigation Mea sures" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-12-06 - 7:22:32 PM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2023-12-06 - 7:24:46 PM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2023-12-06 - 7:25:27 PM GMT - Time Source: server- IP address: 216.198.111.214 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-12-06 - 7:25:29 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-12-06 - 7:32:39 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to Julie Morgan (j.morgan@fehrandpeers.com) for signature 2023-12-06 - 7:33:56 PM GMT Email viewed by Julie Morgan (j.morgan@fehrandpeers.com) 2023-12-06 - 7:59:31 PM GMT- IP address: 104.47.66.126 Document e-signed by Julie Morgan (j.morgan@fehrandpeers.com) Signature Date: 2023-12-06 - 8:52:42 PM GMT - Time Source: server- IP address: 68.65.68.25 Document emailed to christopherj@cupertino.org for signature 2023-12-06 - 8:52:44 PM GMT Email viewed by christopherj@cupertino.org 2023-12-06 - 8:53:14 PM GMT- IP address: 104.47.74.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-12-06 - 8:53:31 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-12-06 - 8:53:33 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Chad Mosley (chadm@cupertino.org) for signature 2023-12-06 - 8:53:34 PM GMT Email viewed by Chad Mosley (chadm@cupertino.org) 2023-12-06 - 9:27:17 PM GMT- IP address: 104.47.73.126 Document e-signed by Chad Mosley (chadm@cupertino.org) Signature Date: 2023-12-06 - 9:27:44 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-12-06 - 9:27:46 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-12-06 - 10:09:54 PM GMT- IP address: 104.28.123.99 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-12-06 - 11:44:22 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2023-12-06 - 11:44:22 PM GMT