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24-041 Placeworks Inc. for 20638 Cleo Avenue Development Project20638 Cleo Avenue Development Project
Page 1 of 9 Professional/Consulting Contracts /Version: April 2024
PROFESSIONAL/CONSULTING SERVICES AGREEMENT
1. PARTIES
This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”),
and Placeworks, Inc. (“Contractor”), a Corporation for 20638 Cleo Avenue Development Project,
and is effective on the last date signed below (“Effective Date”).
2. SERVICES
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. Contractor further agrees
to carry out its work in compliance with any applicable local, State, or Federal order regarding
COVID-19.
2.2 Contractor’s duties and services under this agreement shall not include preparing or
assisting the City with any portion of the City’s preparation of a request for proposals, request for
qualifications, or any other solicitation regarding a subsequent or additional contract with the City.
The City shall at all times retain responsibility for public contracting, including with respect to
any subsequent phase of this project. Contractor’s participation in the planning, discussions, or
drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial
plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a
subsequent contract on any subsequent phase of this project have access to the same information,
including all conceptual, preliminary, or initial plans or specifications prepared by contractor
pursuant to this agreement.
3. TIME OF PERFORMANCE
3.1 This Agreement begins on the Effective Date and ends on September 30, 2024 (“Contract
Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the
effective date and shall be completed by September 30, 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 here 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.
20638 Cleo Avenue Development Project
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4. COMPENSATION
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
$55,800.00 (“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
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 according to the highest standards and best practices in the industry.
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. In the event
that Contractor or any employee, agent, or subcontractor of Contractor providing services under this
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Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority,
including but not limited to the California Public Employees Retirement System (PERS) to be eligible
for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless
City for the payment of any employee and/or employer contributions for PERS benefits on behalf of
Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and
interest on such contributions, which would otherwise be the responsibility of City, and actual
attorney’s fees incurred by City in connection with the above.
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
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.
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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 comply with all laws
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 caused by the sole and active
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, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City,
from and against any and all liability, damages, claims, actions, causes of action, demands,
charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to
litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from
this Agreement or in any manner relating to any of the following:
(a) Breach of contract, obligations, representations, or warranties;
(b) Negligent or willful acts or omissions committed during performance of the Services;
(c) Personal injury, property damage, or economic loss resulting from the work or performance
20638 Cleo Avenue Development Project
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of Contractor or its subcontractors or sub-subcontractors;
(d) Unauthorized use or disclosure of City’s confidential and proprietary Information;
(e) Claim of infringement or violation 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.
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, or 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.
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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.
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 Danielle Condit 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 Terri McCracken 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.
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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
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 City 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 implied 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.
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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
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: Danielle Condit
Email: daniellec@cupertino.gov
To Contractor:
Placeworks, Inc.
1625 Shattuck Avenue, Suite 300
Berkley, CA 94709
Attention: Terri McCracken
Email: tmccracken@placeworks.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.
20638 Cleo Avenue Development Project
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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
APPROVED AS TO FORM:
CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:
KIRSTEN SQUARCIA
City Clerk
Date
Terri McCracken
Associate Principal
Apr 16, 2024
Christopher D. Jensen
Benjamin Fu
Director of Community Development
Apr 17, 2024
Apr 17, 2024
December 11, 2023 | Page 1
December 11, 2023
Danielle Condit, Associate Planner
City of Cupertino
Community Development
10300 Torre Avenue
Cupertino, CA 95014
Re: Proposal to Prepare an Initial Study and Mitigated Negative Declaration for
the 20638 Cleo Avenue Development Project
Dear Ms. Condit:
Please accept the attached submittal as PlaceWorks’ proposal to prepare an Initial Study and
Mitigated Negative Declaration (IS/MND) pursuant to CEQA and the CEQA Guidelines for the
20638 Cleo Avenue Development Project for the City of Cupertino. This proposal was prepared
in response to your e-mail request for proposal (RFP) on November 29, 2023.
PROJECT UNDERSTANDING
The City received an application to demolish the existing single-family unit on a 10,325 square-
foot (0.23 acre) site at 20638 Cleo Avenue and subdivide the property into five lots to construct
four new single-family detached dwelling units and one common-use lot (open
space/driveway). The project site is assigned Assessor Parcel Number (APN) 362-31-003 with a
General Plan land use designation is Medium Residential. The project site is currently zoned
P(R3) for multi-family units. Existing regulations allow up to three units on a 9,300-square foot
lot with an additional 2,000 square feet required per additional unit. Thus, a lot size of 11,300
square feet would be required to allow for four single-family dwelling units. Rezoning from
P(R3) to P(RES) would be needed to deviate from typical multi-family development standards.
The project site is surrounded by single and multi-family residential, and State Route 85 is east
of the project site.
Scope of Work
Task A. Project Initiation
1.Project Kickoff and Project Description
The PlaceWorks team will participate in a kick-off meeting with the City to review the scope of
work, available information, schedule, and work products. This scope of work assumes this
meeting will be conducted as a video conference call (e.g., Teams or Zoom). Following the kick-
off meeting, PlaceWorks will prepare a detailed, yet brief, project description of the proposed
project.
EXHIBIT A
December 11, 2023 | Page 2
2. Project Management and Status Meetings
Terri McCracken, Principal-in-Charge, will oversee all aspects of the project. She will participate
in all meetings and review all drafts of the IS/MND. Rachel Goren, Project Manager, will serve
as the day-to-day contact for project management and will be responsible for managing the
budget, schedule, and overall team coordination throughout the preparation of the IS/MND.
We propose that a status meeting be held at a regular time interval from project start-up
through publication of the MND to maintain close, effective communication between project
team members and to resolve any unforeseen issues in a timely manner. PlaceWorks staff will
set up a video conference call (e.g., Teams or Zoom) at the appointed time for City staff and
PlaceWorks’ team members to discuss and resolve any obstacles to progress. PlaceWorks staff
will prepare and maintain a project schedule. The status meetings are intended to be focused
discussions bringing together City staff, PlaceWorks, and other team members as needed. The
status meetings would be in addition to regular email and phone communication between
project team members.
Task B. Mitigated Negative Declaration
1. Initial Study/Mitigated Negative Declaration
Using the City-approved Project Description, PlaceWorks will prepare the environmental
checklist that documents existing conditions, project impacts (if any), and mitigation measures
(if required), as well as the resulting level of significance for potential impacts under each of
the topical areas required under CEQA. CEQA permits the exclusion of environmental issues on
which it can be ascertained with certainty that the project would have no significant negative
impact. Accordingly, the IS/MND will only briefly address those issue areas that would not be
impacted by the proposed project or where it can be demonstrated that regulatory standards
and standard conditions of approval will address the checklist significance criteria. Based on
the project location and its previously developed nature, it is expected that the environmental
topics of agricultural, forestry, and mineral resources, and wildfire will be briefly addressed and
dismissed from detailed analysis in the IS/MND.
In keeping with the requirements of the CEQA, the Environmental Checklist will include a
detailed analysis to determine the environmental impacts of the following resource categories:
Aesthetics
Air Quality
Biological Resources
Cultural and Tribal Cultural Resources
Energy
Geology and Soils
Greenhouse Gas Emissions
Hazards and Hazardous Materials
Hydrology and Water Quality
Land Use and Planning
Noise and Vibration
Population and Housing
Public Services and Recreation
Transportation
Utilities and Service Systems
If it is determined that potential impacts from construction or operation of the proposed
project can be avoided through changes to the project or mitigated to less-than-significant
December 11, 2023 | Page 3
levels in accordance with CEQA Guidelines Section 15070, an MND form will be completed.
PlaceWorks will prepare a Screencheck Draft version of the IS/MND responding to City
comments on the Administrative Draft document and a Public Review Draft pursuant to any
minor City comments on the Screencheck Draft. If it is determined through the IS/MND analysis
that an impact cannot be reduced to a less-than-significant level, a contract modification will
be required, and we will prepare an Environmental Impact Report. If an EIR were determined
to be required, we will leverage the analysis prepared in the Initial Study task to prepare a
focused EIR specific to the significant and unavoidable impact identified.
2. Mitigation Monitoring or Reporting Program
Concurrent with the preparation of the IS/MND, we will prepare a Mitigation Monitoring or
Reporting Program (MMRP) for the mitigation measures included in the IS/MND pursuant to
the City’s policies and procedures. The MMRP, shown in tabular form, will identify
responsibility for implementing and monitoring each mitigation measure, along with
monitoring triggers and reporting frequencies.
3. Notice of Intent
PlaceWorks will draft a Notice of Intent (NOI) of an MND pursuant to CEQA Guidelines, Section
15072. PlaceWorks will work together with the City to prepare a master distribution list.
PlaceWorks staff will be responsible for circulation to the State Clearinghouse, and mailings to
local, regional, and state agencies, if applicable. City staff will be responsible for local noticing.
Deliverables:
» One (1) copy of the Administrative Draft IS/MND in Word and PDF format.
» One (1) copy of the Screencheck Draft and Public Review Draft of the IS/MND in Word and
PDF format. Technical appendices will be provided in PDF format.
» One (1) copy of the Administrative Draft and Public Review Drafts of the NOI and MMRP in
Word and PDF format.
4. Public Review and Response to Comments
A maximum 30-day public review period will be required under CEQA if the notification of a
State Agency(s) is determined to be necessary, otherwise a 20-day public review period will be
adequate.
Following the close of the public review period, PlaceWorks will respond to substantive
comments received on the IS/MND in a memorandum form. This scope of work includes 30
hours of staff time to respond to comments in an Administrative Draft Response to Comments
Memorandum. If an unforeseen amount of time is required to address comments received on
the IS/MND, a contract amendment will be required.
We will prepare an Administrative Draft Response to Comments Memorandum for review by
City staff. Based on City staff comments, we will complete revisions and deliver a Final Response
to Comments Memorandum.
December 11, 2023 | Page 4
Deliverables:
» One (1) copy of the Administrative Draft Response to Comments Memorandum in Word
and PDF format to the City
» One (1) copy of the Final Response to Comments Memorandum in Word and PDF format
to the City
5.Approval and Notice of Determination
Terri McCracken and/or Rachel Goren of PlaceWorks will attend two (2) public hearings
(Planning Commission and City Council) on the approval of the proposed project and IS/MND.
Within five (5) days of approval of the project, PlaceWorks will prepare a Notice of
Determination (NOD) for submittal to the State Clearinghouse and the County Clerk.
PlaceWorks will submit to the State Clearinghouse and City staff will submit the NOD to the
County Clerk and pay all applicable filing fees at the time of posting. Our budget does not
include payment of any filing fees.
Deliverables:
» One (1) copy of the Notice of Determination (NOD) in Word and PDF format to the City
» One (1) copy of the Final IS/MND in Word and PDF format to the City
» Electronic copies of the NOI, IS/MND, and MMRP will be submitted to the State
Clearinghouse.
Schedule
Our proposed schedule shown in Figure 1 illustrates the timeline for the MND, which includes
two-week review periods for the City at each submittal phase. We believe this schedule is in
keeping with your needs, but we are happy to revise, if necessary.
We anticipate that the MND can be completed, and the Notice of Determination can be filed
within six months of receiving Notice to Proceed from the City depending on the timing of
approval hearings scheduled by the City. At this time, we do not anticipate any State agencies
will be required to review the IS/MND, and the schedule reflects the 20--day public comment
period.
COST ESTIMATE
As shown in Figure 2, the estimated cost to complete the scope of work described in this
proposal is $50,547. PlaceWorks recommends a 10 percent contingency fund to cover any
unforeseen, out-of-scope work that might be necessary for the project. If the City chooses to
approve the fee with the contingency, the total cost would be $55,800. The PlaceWorks team
will complete the work presented in this scope for a fixed fee not to exceed this amount.
PlaceWorks bills its work on a time-and-materials basis with monthly invoices.
December 11, 2023 | Page 5
Figure 1, Schedule
20638 Cleo Avenue
Development
Project
2024
April May June July August September
Task 4/8 4/15 4/22 4/29 5/6 5/13 5/20 5/27 6/3 6/10 6/17 6/24 7/1 7/8 7/15 7/22 7/29 8/5 8/12 8/19 8/26 9/2 9/9 9/16 9/23 9/30
Task A. Project Initiation
Project Description
Project Management and
Status Meetings
Task B. Mitigated Negative Declaration Option
Initial Study/Mitigated
Negative
Declaration/Notice of
Intent
20-day Public Review 7/10 7/29
Response to Comments
Approval Hearings and
NOD
Key:
City
City Observed
Holidays
PlaceWorks
Meetings and
Hearings
Public Review
Periods
EXHIBIT B
December 11, 2023 | Page 6
Figure 2, Cost Estimate
Hourly Rate:
PLACEWORKS
PlaceWorks
Hours
PlaceWorks
2% Office
Expenses
PlaceWorks
Total
Total Task
Budget
McCracken
Associate
Principal
$255
Goren
Associate
$155
Kha
GIS
$165
GRAPHICS
$140
WP/
CLERICAL
$140
TASK A. Project Initiation
1 Kick-Off Meeting & Project Description 8 12 4 1 25 $94 $4,794 $4,794
2 Project Management & Status Meetings 10 15 25 $98 $4,973 $4,973
Task A. Subtotal 18 27 4 1 0 50 $192 $9,767 $9,767
TASK B. Mitigated Negative Declaration Option
1 Initial Study/Mitigated Negative Declaration 40 100 4 2 4 150 $544 $27,744 $27,744
2 Mitigation Monitoring or Reporting Program 2 4 2 8 $28 $1,438 $1,438
3 Notice of Intent 1 4 5 $18 $893 $893
4 Response to Comments 14 25 2 41 $155 $7,880 $7,880
5 Approval Hearings and NOD 6 8 14 $55 $2,825 $2,825
Task B. Subtotal 63 141 4 2 8 218 $800 $40,780 $40,780
Labor Hours Total 81 168 8 3 8 268
Labor Dollars Total $20,655 $26,040 $1,320 $420 $1,120 $992 $50,547 $50,547
EXPENSES
PlaceWorks Reimbursable Expenses $198
EXPENSES TOTAL $198
10% Contingency $5,055
GRAND TOTAL $55,800
EXHIBIT C
December 11, 2023 | Page 7
Assumptions
This scope of work and cost estimate assumes that:
Our cost estimate includes the meetings described above. Additional meetings would be
billed on a time-and-materials basis. Terri McCracken will participate in all project meetings
and other public meetings.
No more than 30 hours of PlaceWorks staff time will be required to respond to comments
on the Public Review Draft of the IS/MND. If additional labor is necessary, a contract
amendment allowing additional work will be necessary.
All products will be submitted to the City in electronic format (Word and/or PDF).
City staff will be responsible for meeting logistics, including schedule coordination,
document production, printing notices, mailing costs, room reservations, room set-up and
take-down, and refreshments.
ACKNOWLEDGEMENT
This proposal shall remain valid for a period of 90 days from the time of submittal. As Associate
Principal, I am authorized to bind PlaceWorks and the project team to the contents of this
proposal. We look forward to working with you to bring about the successful completion of this
project. If you have any questions regarding the contents of this proposal, please feel free to
contact me.
Respectfully submitted,
PLACEWORKS
Terri McCracken
Associate Principal
December 11, 2023 | Page 8
This page was intentionally left blank.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:CONTACT
(A/C, No):FAX
E-MAILADDRESS:
PRODUCER
(A/C, No, Ext):PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
$
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
EROTH-STATUTEPER
LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED $PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-JECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
B
5,000,000
EPK144434
5,000,000
LOS-002212059-29
1,000,000
4,000,000
X
25674
4,000,000
Irvine, CA 92614
N
X
Comp/Coll Deductibles
BI & PD Ded. $5,000
07/01/2023
3
07/01/2024
07/01/2023
07/01/2024
BA1N96406A2343G
Errors & Omissions-Claims Made
B
5,000,000
5,000,000
Travelers Property Casualty Co. Of America
1,000,000
X
A
X
Liability. Waiver of subrogation is applicable where required by written contract with respect to General and Auto Liability.
1,000
X
06/29/2023
07/01/2023
5,000,000
Re: IS/MND Cupertino CA
The City of Cupertino, its city council, boards and commissioners, officers, employees, and volunteers are included as additional insured where required by written contract with respect to General and Auto Liability.
X
Contractors Pollution
Cupertino, CA 95014
City of Cupertino
This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract with respect to General
X
A
CN115158923-01-01-23-24
Each Claim/Aggregate
5,000
07/01/2024
1,000,000
EX6J3287562343
Retro Dates: See 2nd Page
5,000,000
44520
50,000
1,000,000
07/01/2024
UB7K7286762343G
17901 Von Karman Avenue, Suite 1100
Marsh Risk & Insurance Services
X
(949) 399-5800; License #0437153
Attn: NewportBeach.CertRequest@marsh.com/F: 212-948-4323
3 MacArthur Place, Suite 1100
PlaceWorks, Inc
Santa Ana, CA 92707
EPK144434
07/01/2023
10300 Toree Ave.
X
X
07/01/2023
B X
07/01/2024
Crum & Forster Specialty Insurance Co
X
Policy# BA1N96406A2343G - Effective 07/01/2023
Policy# BA1N96406A2343G - Effective 07/01/2023
Policy# BA1N96406A2343G - Effective 07/01/2023
Policy# BA1N96406A2343G - Effective 07/01/2023
Policy EPK-144434 Effective 7/1/203- 7/1/2024
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLV.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART
SCHEDULE
�ame Of Addltlonal Insured Person{s) or Organlzatlon(s)
Slanket when specifically required in a written con1ract with the named insured.
SECTION Ill -WHO IS AN INSURED within the Common Provisions is amended to include as an additional
insured the person(s) or organization(s) indicated in the Schedule shown above, but only with respect to liability
caused, in whole or in part, by •your worku for that insured which is perfonned by you or by those acting on your
behalf.
ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.
EN0111-0211 Page 1 of1
Policy EPK-144434 Effective 7/1/203 - 7/1/2024
·· _' . pan of tile FAIRE.U gtoup
THIS ENDORSEMENT .CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
PRIMARY AND NON--CONTRlBUTORY ADDITIONAL
INSURED WITH WAIVER OF SUBROGATION
This endorsement modifies insurance provided under 1he following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART CON1 'RACTORS POLUJT"ION LIABILITY COVERAGE PA.RT ERRORS AND OMISSIONS LIABILITY COVERAGE PART THIRD PARTY POLLUTION LIABILITY COVERAGE PA,RT
SCHEDULE
Name of Additional Insured Person(sl or Oraanlzallonfs)
Where Required byWritten Contract
A. SECTION Ill - WHO IS AN INSURED within the C:ommon Provisions is amended to include as anadditional insured the person(s) or organization{s) indicated in the Schedule shown above, but solely withrespect to "claims" caused in whole or in part, by ''your work· for that person or organizafion performed byyou, or by those acting on your behalf.
This insurance shall be primary and non-contributory, but only in the event of a: named lnsur:ed's solenegligence.
B. We waive any right of recovery we may have against the person(s) or organization{s) indicated In theSchedule shown above because of payments we make for "damages" arising out of "your work" perfoonedunder a designated project or contract with that person(s) or organizatlon(s ).
C. This Endorsement dc:>es not reinstate or increase th� Limits of Insurance applle.able to any "claim" lo which
the coverage afforded by this Endorsement applies.
ALL OTHER TERMS AND CONDmONS OF THE POLICY REMAIN UNCHANGED.
EN0118-0211 Page 1 of 1
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.
20638 Cleo Avenue Development Project
Final Audit Report 2024-04-17
Created:2024-04-16
By:Webmaster Admin (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAPpz5DYnu0BMB44WN7yuavgDuLkV5Z8PM
"20638 Cleo Avenue Development Project" History
Document created by Webmaster Admin (webmaster@cupertino.org)
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Agreement completed.
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