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25-057 Placeworks for Notice of Exemption (NOE) for the Idlewild Townhomes ProjectNOE for the Idlewild Townhomes Project for the City of Cupertino 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 Notice of Exemption (NOE) for the Idlewild Townhomes Project for the City of Cupertino, 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 December 31, 2025 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by December 31, 2025. 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. NOE for the Idlewild Townhomes Project for the City of Cupertino Page 2 of 9 Professional/Consulting Contracts /Version: April 2024 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 $72,776.00 (“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 NOE for the Idlewild Townhomes Project for the City of Cupertino Page 3 of 9 Professional/Consulting Contracts /Version: April 2024 that Contractor or any employee, agent, or subcontractor of Contractor providing services under this 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. NOE for the Idlewild Townhomes Project for the City of Cupertino Page 4 of 9 Professional/Consulting Contracts /Version: April 2024 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 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; NOE for the Idlewild Townhomes Project for the City of Cupertino Page 5 of 9 Professional/Consulting Contracts /Version: April 2024 (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 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. NOE for the Idlewild Townhomes Project for the City of Cupertino Page 6 of 9 Professional/Consulting Contracts /Version: April 2024 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. 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 Titl e 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 Gian Martire 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 NOE for the Idlewild Townhomes Project for the City of Cupertino Page 7 of 9 Professional/Consulting Contracts /Version: April 2024 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 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. NOE for the Idlewild Townhomes Project for the City of Cupertino Page 8 of 9 Professional/Consulting Contracts /Version: April 2024 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 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: Gian Martire Email: GianM@cupertino.org To Contractor: Placeworks, Inc. 2040 Bancroft Way, Suite 400 Berkeley, CA 94704 Attention: Terri McCracken Email: tmccracken@placeworks.com NOE for the Idlewild Townhomes Project for the City of Cupertino Page 9 of 9 Professional/Consulting Contracts /Version: April 2024 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 APPROVED AS TO FORM: FLOY ANDREWS Interim City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Terri McCracken Principal 04/07/2025 Benjamin Fu Benjamin Fu Director of Community Development 04/09/2025 Kirsten Squarcia 04/09/2025 Page 1 of 12 January 24, 2025 Gian Martire, Senior Planner City of Cupertino Planning Department, Community Development 10300 Torre Avenue Cupertino, CA 95014 Re: Proposal to Confirm the Applicability of and Prepare a Notice of Exemption for the Idlewild Townhomes Project Dear Mr. Martire: Please accept this submittal as PlaceWorks’ proposal to confirm the applicability of and prepare a Notice of Exemption (NOE) for the Idlewild Townhomes Project (proposed project) for the City of Cupertino. This proposal was prepared in response to your e-mail request for proposal on January 3, 2025. Understanding of the Project The City received an application for the construction of 55 townhome condominium units and 10 accessory dwelling units (ADUs) across ten, three-story buildings at 10065 & 10075 East Estates Drive. The proposed project would include the demolition of the existing commercial building, and the construction of 55 townhome condominium units and 10 ADUs across ten, three-story buildings. The proposed project would include Density Bonus waivers and incentives and has an associated, vested Senate Bill 330 (Housing Crisis Act) application. A Development Permit (DP-2024-004), Tentative Map (TM-2024-005), AND Architectural and Site Approval (ASA-2024-008), are required for the proposed project. The project site consists of multiple parcels assigned Assessor Parcel Numbers 369-06-002, 369-06-003, and 369-06-004, totaling 2.72 acres. The General Plan land use designation is Commercial/Residential Very High Density. The Zoning District is Planned Development with General Commercial with Multi-family Residential (P(CG, R-4)). Existing regulations in the Heart of the City Special Area allow up to 25 dwelling units per acre. The project site currently consists of a commercial building and associated parking lot and ornamental landscaping. The project site is in an urbanized area in the vicinity of the Marketplace shopping mall and a private educational institution to the west, undeveloped land to the north, commercial uses to the east, and single-family residences to the south. According to Plan Bay Area, the proposed project is located within a Santa Clara Valley Transportation Authority City Cores, Corridors & Station Areas Priority Development Area (PDA). The project site is located within a Transit Priority Area (TPA) because it is within 0.25 miles of the Steven Creek Boulevard & Wolfe Page 2 of 12 Road major transit stop,1 which provides stops with a bus frequency of service interval of 15 minutes or less during the morning and afternoon peak commute periods. Pursuant to the California Department of Transportation State Scenic Highway Map, the nearest scenic highway, State Route 9, is over five miles south of the project site. The nearest eligible State Scenic Highway, Interstate 280 (I-280), is approximately 0.5 miles northeast of the project site, with urban development between. The project site is not visible from I-280. The project site and surrounding area are developed with urban uses. Using data from the Classification and Assessment with Landsat of Visible Ecological Groupings (CALVEG)2 habitat mapping program, the site is classified as an “urban area.” Property with this classification tends to have low to poor wildlife habitat value due to replacement of natural communities, fragmentation of remaining open space areas and parks, and intensive human disturbance. There are no natural lands within a one-mile area of the project site. Pursuant to the Department of Toxic Substance Control, the site includes an active clean-up site for a dry- cleaning facility that is currently being regulated by Santa Clara County Department of Environmental Health (DEH). DEH is aware of the pending development for residential development. 3 Scope of Work Due to the location and characteristics of the proposed infill housing project, the City has determined that the proposed project may qualify for a Class 32 Categorical Exemption (CEQA Guidelines Section 15332, Infill Development Projects). This section describes the scope of services to be completed by PlaceWorks to prepare the NOE and supporting environmental analysis. All CEQA documentation will be prepared in accordance with the requirements of CEQA (California Public Resources Code, Sections 21000 et seq.), State CEQA Guidelines (California Code of Regulations, Sections 15000 et seq.). TASK A. PROJECT INITIATION AND MANAGEMENT Task A.1. Project Management and Meetings Terri McCracken will serve as principal-in-charge (PIC) for the proposed project. She will ensure the project is adequately staffed and provide senior support and quality control. Vivian Kha will serve as the project manager (PM) and day-to-day contact. Project management responsibilities include: 1) task scheduling and 1 Public Resources Code Section 21064.3 states that a ‘major transit stop’ is a site containing an existing rail transit station, a ferry terminal served by either a bus or rail transit service, or the intersection of two or more major bus routes with a frequency of service interval of 15 minutes or less during the morning and afternoon peak commute periods. Assembly Bill 2553 (September 2024) expanded the definition of a "major transit stop" by increasing the allowable bus service interval to 20 minutes. 2 The CALVEG system was initiated in January 1978 by the Region 5 Ecology Group of the United States Forest Service to classify California’s existing vegetation communities for use in statewide resource planning. CALVEG maps use a hierarchical classification on the following categories: forest; woodland; chaparral; shrubs; and herbaceous. 3 Envirostor with GeoTracker, https://www.envirostor.dtsc.ca.gov/public/map/?myaddress=Sacramento&tour=True, and https://geotracker.waterboards.ca.gov/profile_report?global_id=T10000021095, accessed January 22, 2025. EXHIBIT - A Page 3 of 12 assignment; 2) management of resources; 3) internal coordination; 4) monitoring of costs and schedule adherence; and 5) coordination and communications with City staff to ensure compliance with policies, procedures, and any applicable codes. Our project management team will coordinate regularly with City staff to ensure that all CEQA documentation and associated technical documents are legally defensible, accurate, and useful to decision makers when considering the approval of the project. During the course of the project, the PlaceWorks team will be mindful of record keeping for the purpose of building the administrative record for the NOE. Terri and Vivian have worked seamlessly on numerous projects and are familiar with Cupertino, particularly along Stevens Creek Boulevard and in the project vicinity, including VP1 Apple Office Project, Leon Townhomes Project, Westport Mixed-Use Project, and 20840 Stevens Creek Boulevard Townhomes Project. Deliverables: » Administrative Record in Excel format Task A.2. Kick-Off Meeting PlaceWorks 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 virtual meeting (e.g., Zoom or Teams, etc.). Task A.3. Project Description Following the kick-off meeting, PlaceWorks will prepare a detailed, yet brief, Project Description of the proposed townhome project for City review and approval. The revised Project Description addressing City comments will be included as part of the Administrative Draft NOE prepared under Task C.1. Deliverables: » Draft Project Description in Word format TASK B. ENVIRONMENTAL EVALUATION At this time, it is understood that the project applicant has only prepared a Phase I Environmental Site Assessment (ESA) and subsequent surface investigations. PlaceWorks will peer review the Phase I ESA and prepare the appropriate technical studies for the CEQA document. In the event that the applicant provides additional technical studies for Air Quality, Biological Resources, Cultural Resources, Hydrology and/or Water Quality, Noise, and/or Transportation, PlaceWorks can offer peer review in lieu of conducting the studies defined under Task B.2, the cost of which would not exceed the total estimated cost presented in this proposal. Page 4 of 12 Task B.1. Peer Review PlaceWorks will conduct a third-party technical peer review of the Phase I ESA prepared for the proposed project by the consultant under contract with the project applicant. The report will be reviewed to determine the adequacy of the study for CEQA and the report findings and format will be evaluated in accordance with the ASTM E-1527-21 standard for ESAs and EPA’s Standards and Practices for All Appropriate Inquiries. The site history, site inspection, and current and former uses of the property and surrounding properties will be reviewed to determine if Recognized Environmental Conditions (RECs) have been appropriately identified. PlaceWorks will also conduct a third-party technical review of the ENGEO Environmental Peer Review Report referencing ten previous reports prepared by Path Forward and Terraphase, which characterize the results of a previous Phase I ESA, soil gas investigations, and soil-vapor extraction pilot test results. The ENGEO peer review report will be reviewed to determine if it correctly summarizes the results of the previous investigations and whether ENGEO’s comments regarding additional investigation are appropriate. The third-party peer review will be conducted by Cathy Fitzgerald, a California licensed civil engineer. The findings of the third-party technical evaluation will be summarized in a memorandum. This scope of work assumes one round of peer review and comments. Deliverables: » Memorandum summarizing the findings of the third-party technical evaluation in PDF Task B.2. Environmental Analysis As required by CEQA Guidelines Section 15332, Infill Development Projects, PlaceWorks will confirm that the proposed project would not result in any significant effects relating to biological resources, traffic, noise, air quality, or water quality. In addition, as required by CEQA Guidelines Section 15300.2, Exceptions, we will confirm that there would be no cumulative impacts, unusual circumstances, no impacts to State Scenic Highways or historical resources, or located on a hazardous waste site pursuant to Government Code Section 65962.5. The analysis will be based on available literature, including but not limited to the Cupertino General Plan, California Natural Diversity Database, Caltrans Scenic Highway Program, and government databases for hazardous materials. The analysis will also utilize the City-approved Phase I ESA and subsequent surface investigations peer-reviewed under Task B.1. Air Quality PlaceWorks will evaluate potential air quality impacts associated with the construction and operation of the proposed project. The analysis will be based on the current methodology of the Bay Area Air Quality Management District (BAAQMD) for projects within the San Francisco Bay Area Air Basin (Air Basin), including BAAQMD’s 2022 CEQA Air Quality Guidelines. Modeling and emission calculations will be conducted using the latest version of the California Emissions Estimator Model (CalEEMod) and will be included as an appendix to the NOE. Page 5 of 12 » Construction Phase Criteria Pollutants. PlaceWorks will quantify the short-term criteria air pollutant emissions from construction of the proposed project. PlaceWorks will work with the City and/or project applicant to develop the construction assumptions, such as the construction schedule, phasing, off- road equipment use, demolition, and earthwork. Average daily project-related construction emissions will be compared to the BAAQMD's regional significance thresholds for construction. Should emissions exceed applicable significance thresholds, PlaceWorks will propose appropriate measures to reduce emissions to below significance thresholds. » Operational Phase Criteria Pollutants. The operation of the proposed project would result in an increase in regional and localized emissions. As the proposed project entails operation of 55 townhome condominium units, the proposed project would be below the BAAQMD’s current operational screening criteria of 637 dwelling units for the Condo-Townhouse land use type. Therefore, PlaceWorks will qualitatively assess operational impacts from criteria air pollutants and ozone precursors. PlaceWorks will also analyze consistency with BAAQMD’s Clean Air Plan and other applicable air quality management plans and evaluate the potential of the project to generate carbon monoxide hotspots and odors that could affect a substantial number of people. » Air Quality Conformity and Other Areas of Impact. Santa Clara County is currently designated nonattainment under the National and/or California ambient air quality standards (AAQS) for ozone (O3) and particulate matter (PM2.5 and PM10). BAAQMD has adopted an Air Quality Management Plan (AQMP) to ensure the Air Basin as a whole, including Santa Clara County, can attain the long-term National and California AAQS. PlaceWorks will provide a consistency evaluation of the project’s regional emissions to BAAQMD’s AQMP. Furthermore, the Air Basin has been designated in attainment for carbon monoxide (CO) under both the California and National AAQS. Therefore, the air quality analysis will include only a qualitative assessment of CO hotspots. Odor impacts will also be described qualitatively. Construction Health Risk Assessment PlaceWorks will prepare a quantitative site-specific construction HRA to assess the health risk impacts experienced by nearby sensitive receptors resulting from construction of the proposed project. Due to the proximity of the proposed development to existing sensitive receptors (residences and educational institution nearby the project site), PlaceWorks will prepare a quantitative construction HRA including air dispersion modeling results, cancer risk calculations, and a discussion of the health factors considered in the HRA. Consistent with Cupertino Municipal Code (CMC) Section 17.04.040, the project is not located in a BAAQMD-designated Overburdened Community, which replaced the previously referenced areas identified by BAAQMD as “Conduct Further Study” and, therefore, does not need to address non-CEQA impacts posed by existing pollution sources on the newly introduced residents. In addition, consistent with CMC Section 17.04.050, should construction of the project exceed one acre of disturbance and take greater than two months, the project will be assumed to meet Tier 4 emission standards for construction equipment greater than 25 horsepower. The results of the construction HRA will be compared to the BAAQMD’s health risk impact criteria of no greater than 10 in one million cancer risk, no greater than 1.0 hazard index for non-cancer risks, and no greater than 0.3 ug/m3 annual average concentration for PM2.5. Page 6 of 12 Short-term cumulative community health risk will also be analyzed as part of this HRA. Recommended measures will be included to reduce impacts to less than significant, as necessary. Noise PlaceWorks will prepare technical construction noise and vibration analyses to support the City of Cupertino in relation to the proposed project. The technical analysis will discuss relevant standards and criteria for noise and vibration exposure, including those in the Cupertino General Plan Noise Element and CMC Title 17. PlaceWorks will take into consideration the location of existing noise-sensitive receivers in the project vicinity in relation to the project construction disturbance area. PlaceWorks will provide a quantitative analysis for potential construction impacts associated with implementation of the proposed project. Noise and vibration effects from construction activities will be estimated based on available construction information provided by the City of Cupertino, and the results will be discussed in terms of accepted local noise standards, CMC Title 17 requirements, and the Federal Transit Administration guidance manual for vibration impacts and The Federal Highway Administration Roadway Construction Noise Model for noise impacts. Feasible mitigation measures to manage construction vibration and noise impacts, if required, will be identified to minimize construction impacts associated with implementation of the proposed project at sensitive receptors. Transportation Most new development projects within the City of Cupertino are required to evaluate the effects of development on the transportation system using the Vehicle Miles Traveled (VMT) metric for the purpose of evaluating transportation impacts per CEQA requirements. The City of Cupertino Transportation Study Guidelines provides CEQA transportation analysis exemption screening criteria for development projects. The criteria are based on the type of project, characteristics, and/or location. If a project meets the City’s screening criteria, the project is expected to result in a less-than-significant VMT impact and a detailed CEQA VMT analysis is not required. It is our understanding that the proposed Tier 1 residential project is expected to meet the City’s screening criteria because of its location (situated adjacent to the Stevens Creek Boulevard transit corridor), development density, affordability, parking supply, and consistency with the Cupertino General Plan and Specific Plan (assumes City approval of proposed waivers and exceptions). Therefore, a VMT analysis is not required for the project. The Local Transportation Analysis (LTA) will define VMT and describe the residential VMT screening criteria in detail to demonstrate conformance. The City’s transportation policy requires that an LTA be completed for all Tier 1 projects. The purpose of the LTA is to estimate the magnitude of traffic to be added to the roadway system due to the proposed project and evaluate the effects of the project on the surrounding transportation system. The LTA typically includes the evaluation of weekday AM and PM peak hour traffic operations at a limited number of intersections for the purpose of identifying potential operational issues at intersections in the vicinity of the project site. The LTA also includes an evaluation of the effects of the project on site access, circulation, pedestrian and bicycle facilities, and transit services. The LTA will provide recommendations for Page 7 of 12 improvements to the transportation system and/or site plan modifications to ensure adequate access to the site for all modes of travel. The following tasks are proposed to be completed as part of the LTA: » Site Reconnaissance and Existing Observations. The physical characteristics of the site and the surrounding roadway network will be reviewed to identify existing roadway cross-sections, intersection lane configurations, traffic control devices, and surrounding land uses. Existing traffic conditions will be observed in the field in order to identify any operational deficiencies along the project frontage on East Estates Drive. » Project-Generated Traffic. Site-generated traffic will be estimated using the appropriate residential vehicular trip generation rates from the Institute of Transportation Engineers (ITE) Trip Generation Manual, 11th Edition (2021). Trip credits associated with the existing retail use to be removed will be applied. The net project trips will be assigned to the project driveway based on existing travel patterns in the study area, freeway access points, and the relative locations of complementary land uses. » Site Access and On-Site Circulation Analysis. A site access and circulation review will be conducted to determine the adequacy of the proposed site plan in accordance with generally accepted traffic engineering standards. This will include a quantitative analysis of the anticipated traffic volumes at the site’s driveway, as well as a qualitative analysis of the proposed site circulation and parking layout. The review will be based on the site’s overall anticipated trip generation and consider the following: sight distance, vehicle queuing, traffic control requirements, driveway dimensions and alignment, on-site drive aisle/private street dimensions, parking layout, and truck and EVA access. » Bicycle, Pedestrian, and Transit Facilities. A qualitative analysis of the project's likely effect on transit service and on bicycle and pedestrian circulation in the project area will be included in the LTA. The transportation study will identify any existing or planned bicycle facilities along the project frontages (per the City of Cupertino Bicycle Transportation Plan) that could be affected by the project. » Description of Deficiencies and Recommendations. Based on the results of the LTA analysis, deficiencies in design or access will be identified and described. Recommendations will be formulated that identify the locations and potential improvements or modifications necessary to improve deficiencies. Improvements could include improvements to the transit, bicycle, and pedestrian infrastructure in the study area. Hexagon prepared a trip generation study for the project applicant at the end of 2024 to determine the net trip generation that would result from replacing the retail use at the Idlewild shopping center with the proposed residential development. After applying trip credits (based on driveway counts) for the existing 13,560 square feet of retail uses to be removed/replaced, the proposed 55-unit residential project is estimated to generate 46 net new daily vehicle trips, with 11 new trips occurring during the AM peak hour and 4 fewer trips occurring during the PM peak hour. Due to the low trip generation estimates (fewer than 10 peak hour vehicle trips per lane at all nearby intersections), an intersection operations analysis would not be required per the 2014 Santa Clara Valley Transportation Authority Transportation Impact Analysis Guidelines. Page 8 of 12 The findings and recommendations will be summarized in a draft Transportation Report. Following two rounds of review and comment by City staff, Hexagon will prepare a final report and submit the report electronically. Deliverables: » Draft Transportation Report in PDF » Revised, second draft “Screencheck” Transportation Report in PDF » Final Transportation Report in PDF TASK C. NOTICE OF EXEMPTION Based on PlaceWorks’ familiarity with the project site, we believe that the proposed project would qualify for an exemption pursuant to CEQA Guidelines Section 15332. However, if it is determined that potential impacts from construction or operation of the proposed project require changes to the project or mitigation measures to reduce impacts to a less-than-significant level, or that a different environmental review is required, PlaceWorks will prepare the environmental checklist that documents that documents existing conditions, project impacts, and mitigation measures, as well as the resulting level of significance for potential impacts under each of the topical areas required under CEQA. PlaceWorks will work with City staff to discuss next steps and modify scope of work, budget, and schedule as appropriate. Task C.1. Notice of Exemption Document Pursuant to CEQA Guidelines Section 15332, the use of the infill exemption is appropriate if: a. The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations. b. The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses. c. The project site has no value as habitat for endangered, rare or threatened species. d. Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality. e. The site can be adequately served by all required utilities and public services. This task assumes that the environmental analysis conducted under Task B will confirm that the preparation of an NOE is appropriate for the proposed project. As required by CEQA Guidelines Section 15332, PlaceWorks will prepare an NOE that will demonstrate how the proposed project would not result in any significant effects relating to biological resources, traffic, noise, air quality, or water quality. Pursuant to CEQA Guidelines Section 15062, Notice of Exemption, the NOE will identify the applicable exemption(s) and describes why the “exceptions” to the categorical exemptions analysis pursuant to CEQA Guidelines Section 15300.2, Exceptions, do not apply. With respect to compliance with the Native American Historic Resource Protection Act, commonly known by its legislative bill number Assembly Bill (AB) 52, the City has a formal request to consult with the Tamien Nation on all applicable projects. If the NOE or other form of exemption is prepared for the proposed Page 9 of 12 project, then no consultation is required because there is no public circulation of this CEQA document. However, if the preparation of a CEQA document that requires public circulation (Negative Declaration, Mitigated Negative Declaration, or an Environmental Impact Report) is appropriate, the consultation with the Tamien Nation would be required. Following two rounds of review and comment by City staff, PlaceWorks will prepare a Final NOE. PlaceWorks assumes that a minimal level of effort, not exceeding four hours, would be required to respond to any comments from the City on the Screencheck Draft NOE. Deliverables: » Administrative Draft NOE in Word format » Revised, second draft “Screencheck” Draft NOE in Word format » Final NOE in Word format and PDF Task C.2. Filing the NOE While filing the NOE with the County Clerk is optional, our scope of work assumes that following the approval of the proposed project and the NOE, the City will want to file the NOE with the County Clerk in order to shorten the statute of limitations. Our scope of work assumes PlaceWorks will assist the City with preparing any noticing materials and that City staff will be responsible for overseeing the filing of the NOE with the County Clerk. Our budget does not include payment of any filing fees. Note, our scope of work includes PlaceWorks participation in up to two in-person or virtual hearings on consideration of the approval of the proposed project and NOE as an optional task if requested by the City. Proposed Schedule Our proposed schedule includes two-week review periods for the City at each submittal phase and conservatively assumes the scheduling of approval hearings on the second date for each approval body. Applying these assumptions, we anticipate that the NOE, if confirmed to be appropriate for the proposed project, can be completed within seven months maximum. We believe this schedule is in keeping with your needs, but we are happy to revise this schedule as necessary. See Figure 1, Schedule. Cost Estimate As shown in Table 1, Cost Estimate, the estimated cost to complete the scope of work described in this proposal is $69,310. We recommend a 5 percent contingency fund to cover any unforeseen, out-of-scope work that might be necessary to prepare the NOE. The contingency fee would not be applied without prior approval from the City. The grand total with the contingency would be $72,776. The PlaceWorks team will complete this scope of work for a fixed fee not to exceed this amount. PlaceWorks bills for its work on a time-and-materials basis with monthly invoices. Page 10 of 12 As an optional task, if requested by the City, PlaceWorks will attend up to two meetings (i.e., Planning Commission and City Council) as part of the project approval process for a cost not to exceed $2,934.00 (in person) or $1,740.00 (virtually). We anticipate that each public hearing meeting will last up to two hours. The cost to attend hearings is not reflected in the cost table. Assumptions This scope of work and cost estimate assumes that:  Our cost estimate includes participation in a virtual project kick-off meeting and, as an optional task, up to two public hearings to be attended either virtually or in person. We anticipate that the public hearing meeting will last up to two hours. Additional meetings would be billed on a time-and-materials basis.  All products will be submitted as electronic files in Word format and/or PDF. Any other printing costs, if requested, will be billed at PlaceWorks’ actual cost. Acknowledgement This proposal shall remain valid for a period of 90 days from the time of submittal. As 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 the undersigned. Respectfully submitted, PlaceWorks Terri McCracken Principal Page 11 of 12 Figure 1. Schedule Owner 2/7 2/14 2/21 2/28 3/7 3/14 3/21 3/28 4/4 4/11 4/18 4/25 5/2 5/9 5/16 5/23 5/30 6/6 6/13 6/20 6/27 7/4 7/11 7/18 7/25 8/1 8/8 8/15 8/22 8/29 August Idlewild Townhomes Project February March April May June July Task CityIssue Notice to Proceed City/PlaceWorks Task A. Project Initiation and Management 1. Project Management and Meetings (ongoing) City/PlaceWorks City/PlaceWorks 2. Kick-Off Meeting (Virtual) 3. Project Description Task B. Environmental Evaluation City/PlaceWorks1. Peer Review (two memos) City/PlaceWorks2. Environmental Analysis PlaceWorks PlaceWorks PlaceWorks City/Hexagon Transportation (Hexagon) Noise Construction Health Risk Assessment Air Quality Task C. Notice of Exemption City/PlaceWorks City/PlaceWorks 1. Notice of Exemption Document (Admin, Screencheck, Final) 2. Filing the NOE Meeting Days/Time/Location Key: CityPlanning Commission: 2nd and 4th Tuesday at 6:45 p.m. (Virtual or Community Hall Council Chamber) City Observed Holidays PlaceWorks Fitzgerald (Virtual or Community Hall Council Chamber) City Council: 1st and 3rd Tuesday at 6:45 p.m. (Virtual or Community Hall Council Chamber) Hexagon Meetings and Hearings Note: Our time estimates conservatively assume the second meeting times for each approval body. EXHIBIT - B Page 12 of 12 Table 1. Cost Estimate McCracken Kha Park Zimny Shields GRAPHICS TECH. EDITOR Fitzgerald Hexagon Principal-in- Charge Project Manager AQ/HRA AQ/HRA Planner Noise Noise Planner Hourly Rate:$265 $170 $245 $160 $255 $145 $140 $150 TASK A. PROJECT INITIATION AND MANAGEMENT 1 Project Management and Meetings 6 12 4 22 $4,230 $0 $0 $0 $0 $4,230 2 Kick-off Meeting 1 4 5 $945 $0 $0 $0 $0 $945 3 Project Description 1 8 2 11 $1,905 $0 $0 $0 $0 $1,905 Task A. Subtotal 8 24 0 0 0 0 2 4 38 $7,080 $0 $0 $0 $0 $7,080 TASK B. ENVIRONMENTAL EVALUATION 1 Peer Review 4 4 8 $1,740 $2,600 $0 $260 $2,860 $4,600 2 Environmental Analysis 4 20 12 37 7 23 1 104 $18,580 $0 $26,500 $2,650 $29,150 $47,730 Task B. Subtotal 8 24 12 37 7 23 1 0 112 $20,320 $2,600 $26,500 $2,910 $32,010 $52,330 TASK C. NOTICE OF EXEMPTION 1 Notice of Exemption Document 8 24 4 36 $6,800 $0 $0 $0 $0 $6,800 2 Filing the NOE 8 4 2 14 $3,100 $0 $0 $0 $0 $3,100 Task C. Subtotal 16 28 0 0 0 0 0 6 50 $9,900 $0 $0 $0 $0 $9,900 Labor Hours Total 32 76 12 37 7 23 3 10 200 Labor Dollars Total $8,480 $12,920 $2,940 $5,920 $1,785 $3,335 $420 $1,500 $37,300 $2,600 $26,500 $32,010 $69,310 $3,466 GRAND TOTAL $72,776 5% Contingency PLACEWORKS Subconsultant Total Total Task Budget PlaceWorks Hours PlaceWorks Total SUBCONSULTANTS Engineering Transportation 10% Subconsultant Markup EXHIBIT - C 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 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) Ded. None If yes, describe under DESCRIPTION OF OPERATIONS below $ $ $ 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 EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION None $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 EPK148300 5,000,000 LOS-002212059-30 1,000,000 4,000,000 X 25674 4,000,000 Irvine, CA 92614 N X Comp/Coll Deductibles BI & PD Ded. $5,000 07/01/2024 3 07/01/2025 07/01/2024 07/01/2025 BA-1N96406A-24-43-G B 5,000,000 5,000,000 Travelers Property Casualty Co. Of America 1,000,000 X A X 1,000 X 07/01/2024 07/01/2024 5,000,000 X Contractors Pollution Cupertino, CA 95014 City of Cupertino DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) 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. 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 Liability. Waiver of subrogation is applicable where required by written contract with respect to General and Auto Liability. X A CN115158923-01-01-24-25 Each Claim/Aggregate 10,000 07/01/2025 1,000,000 EX-6J328756-24-43 Errors & Omissions-Claims Made - Ded $25,000 Retro Dates: See 2nd Page 5,000,000 44520 100,000 1,000,000 07/01/2025 UB-7K728676-24-43-G 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 EPK148300 07/01/2024 10300 Toree Ave. X X 07/01/2024 B X 07/01/2025 Crum & Forster Specialty Insurance Co X BUSINESS AUTO EXTENSION ENDORSEMENT © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: BA-1N96406A-24-43-G Effective Date: 07/01/2024 © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: BA-1N96406A-24-43-G Effective Date: 07/01/2024 Includes copyrighted material of Insurance Services Office, Inc. with its permission. © 2015 The Travelers Indemnity Company. All rights reserved. Policy Number: BA-1N96406A-24-43-G Effective Date: 07/01/2024 © 2015 The Travelers Indemnity Compa ny. All rights reserved . Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: BA-1N96406A-24-43-G Effective Date: 07/01/2024 DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE – PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE Includes copyrighted material of Insurance Services Office, Inc. with its permission. © 2016 The Travelers Indemnity Company. All rights reserved. Policy Number: EPK148300 Term: 07/01/2024-07/01/2025 Policy Number: EPK148300 Term: 07/01/2024-07/01/2025 TRAVELERS] ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COHPEHSATIOR AND EMPLOYERS LIABILITY POLICY we 99 83 76 { A) - 001 ENDORSEMENT PO"i.JCY UB-7K72867624-43-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORN (BLANKET WAIVER) We have the right to recover our payments from anyone liable for en Injury covered by this policy. We will not enforce our right against the pets0n or organization named in the Schedule. The additional premium for this endorsement shall be 2. oo mium. Person or Organlzallon ANY PERSON OR ORGANJ:ZAl'XO FOR WlllCH THE INSORRD JlAS AGRDD BY WRITTEN CONTRACT EXEC1J'l'Jro PRIOR TO LOSS TO FURNJ:SH TRIS 'IIAJ:VBR, Sched'-'le % of the Ca6fornia workers' compensation pre- Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the pollcy.) Endorsement Effective Insured Insurance Company DATE OF ISSUE:07/01/2024 Policy No. ST ASSIGN: Endorsement No. Premium Pagel oft Policy No. EPK148300 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: August 2024 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Version: August 2024 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 Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. NOE for the Idlewild Townhomes Project for the City of Cupertino Final Audit Report 2025-04-09 Created:2025-04-07 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAY6fBmAeb9pwJ5CYEI_sfb96XZLcEb38y "NOE for the Idlewild Townhomes Project for the City of Cupertin o" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-04-07 - 5:02:43 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-04-07 - 5:08:53 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-04-07 - 5:09:02 PM GMT- IP address: 3.232.50.116 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-04-08 - 0:30:56 AM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Terri McCracken (tmccracken@placeworks.com) for signature 2025-04-08 - 0:30:58 AM GMT Email viewed by Terri McCracken (tmccracken@placeworks.com) 2025-04-08 - 5:01:59 AM GMT- IP address: 104.28.111.137 Document e-signed by Terri McCracken (tmccracken@placeworks.com) Signature Date: 2025-04-08 - 5:20:55 AM GMT - Time Source: server- IP address: 12.110.156.18 Document emailed to Floy Andrews (floya@cupertino.gov) for signature 2025-04-08 - 5:20:58 AM GMT Email viewed by Floy Andrews (floya@cupertino.gov) 2025-04-08 - 5:21:06 AM GMT- IP address: 3.232.50.116 Document e-signed by Floy Andrews (floya@cupertino.gov) Signature Date: 2025-04-09 - 7:02:49 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Benjamin Fu (benjaminf@cupertino.gov) for signature 2025-04-09 - 7:02:52 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.gov) 2025-04-09 - 7:03:00 PM GMT- IP address: 52.23.199.69 Document e-signed by Benjamin Fu (benjaminf@cupertino.gov) Signature Date: 2025-04-09 - 7:09:49 PM GMT - Time Source: server- IP address: 24.5.123.117 Document emailed to kirstens@cupertino.gov for signature 2025-04-09 - 7:09:51 PM GMT Email viewed by kirstens@cupertino.gov 2025-04-09 - 7:10:01 PM GMT- IP address: 3.93.171.114 Signer kirstens@cupertino.gov entered name at signing as Kirsten Squarcia 2025-04-09 - 7:15:24 PM GMT- IP address: 64.165.34.3 Document e-signed by Kirsten Squarcia (kirstens@cupertino.gov) Signature Date: 2025-04-09 - 7:15:26 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-04-09 - 7:15:26 PM GMT