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24-166 Placeworks, Inc. _Amendment #1 dated 6-9-25 for preparation of a Notice of Exemption (NOE) for the Stevens Creek Boulevard Townhomes Development1 FIRST AMENDMENT TO AGREEMENT 992 BETWEEN THE CITY OF CUPERTINO AND PLACEWORKS, INC FOR CONFIRMATION OF APPLICABILITY OF AND PREPARE A NOTICE OF EXEMPTION FOR THE STEVENS CREEK BOULEVARD TOWNHOMES DEVELOPMENT PROJECT This First Amendment to Agreement 992 is by and between the City of Cupertino, a municipal corporation (hereinafter "City") and Placeworks, Inc., a Corporation (“Contractor”) whose address is 1625 Shattuck Avenue Suite 300, Berkeley, CA 94709, and is made with reference to the following: RECITALS A. On December 20, 2024, Agreement 992 (“Agreement”) was entered into by and between City and Contractor for Confirmation of applicability of and prepare a Notice of Exemption (NOE) for the Stevens Creek Boulevard Townhomes Development Project. B. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 3 of the Agreement is modified to read as follows: 3. TIME OF PERFORMANCE: 3.1 This Agreement begins on the Effective Date and ends on May 15, 2026 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by May 15, 2026. 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 as Exhibit B-1. 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. Exhibit-B of the Agreement is replaced with Exhibit B-1, attached hereto. 2. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D-1, 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, 2 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. Exhibit-D of the Agreement is replaced with Exhibit D-1, attached hereto. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM Senior Assistant City Attorney ATTEST: City Clerk Date PLACEWORKS, INC By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Base 2025-360 $25,720.00 1st Amendment - $0.00 Total $25,720.00 Principal 05/29/2025 Michael K. Woo Benjamin Fu Director of Community Development 06/09/2025 Kirsten Squarcia 06/09/2025 Stevens Creek Blvd Townhomes Project Owner 12/20 12/27 1/3 1/10 1/17 1/24 1/31 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 City City/PlaceWorks City/PlaceWorks City/PlaceWorks City/PlaceWorks City/PlaceWorks City/PlaceWorks City/PlaceWorks Meeting Days/Time/Location City Note: Our time estimates conservatively assume the second meeting times for each approval body. City Observed Holidays PlaceWorks Meetings and Hearings JuneDecember Key: 1. Notice of Exemption Document (Admin, Screencheck, Final) 2. Filing the NOE Task Issue Notice to Proceed Task B. Notice of Exemption Task A. Project Initiation and Management 2. Kick-Off Meeting (Virtual) 1. Project Management and Meetings (ongoing) 3. Project Description Task B. Environmental Evaluation 1. Peer Review (two memos) 2. Environmental Analysis City Council: 1st and 3rd Tuesday at 6:45 p.m. (Virtual or Community Hall Council Chamber) Planning Commission: 2nd and 4th Tuesday at 6:45 p.m. (Virtual or Community Hall Council Chamber) January February March April May Exhibit B-1 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. When required by written contract, the insurer will provide 30 days’ notice of cancellation to the certificate holder as respects to Auto Liability and Workers Compensation policies for any reason other than non-payment of premium, subject to policy terms and conditions. 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-1 - Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: May 2025 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) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. 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 allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and 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. The City’s own insurance or self-insurance shall not be called upon. 2. Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non-Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). EXHIBIT D-1 Insurance Requirements Design Professionals & Consultants Contracts Exh. D-1 - Insurance Requirements for Design Professionals & Consultant Contracts 2 Version: May 2025 In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 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 each accident/ disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and 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 basis form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed 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 if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non-Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed 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. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 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 General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Exh. D-1 - Insurance Requirements for Design Professionals & Consultant Contracts 3 Version: May 2025 Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). 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 amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including 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 indemnification, defense, and 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. Confirmation of applicability of and preparation of a Notice of Exemption (NOE) for the Stevens Creek Boulevard Townhomes Development Project Final Audit Report 2025-06-09 Created:2025-05-28 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAW3xRO0IlhGHqtzxXNNoLLRe-5fVJ_I-f "Confirmation of applicability of and preparation of a Notice of Ex emption (NOE) for the Stevens Creek Boulevard Townhomes D evelopment Project" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-05-28 - 7:11:48 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-05-28 - 7:14:09 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-05-28 - 7:14:21 PM GMT- IP address: 52.1.140.55 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-05-29 - 0:33:24 AM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Terri McCracken (tmccracken@placeworks.com) for signature 2025-05-29 - 0:33:26 AM GMT Email viewed by Terri McCracken (tmccracken@placeworks.com) 2025-05-29 - 4:07:53 AM GMT- IP address: 172.226.212.29 Document e-signed by Terri McCracken (tmccracken@placeworks.com) Signature Date: 2025-05-29 - 4:18:05 PM GMT - Time Source: server- IP address: 73.71.121.61 Document emailed to michaelw@cupertino.gov for signature 2025-05-29 - 4:18:08 PM GMT Email viewed by michaelw@cupertino.gov 2025-05-29 - 4:18:17 PM GMT- IP address: 52.1.140.55 Signer michaelw@cupertino.gov entered name at signing as Michael K. Woo 2025-05-29 - 4:23:05 PM GMT- IP address: 73.170.186.236 Document e-signed by Michael K. Woo (michaelw@cupertino.gov) Signature Date: 2025-05-29 - 4:23:07 PM GMT - Time Source: server- IP address: 73.170.186.236 Document emailed to Benjamin Fu (benjaminf@cupertino.gov) for signature 2025-05-29 - 4:23:10 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.gov) 2025-05-29 - 4:23:21 PM GMT- IP address: 52.1.140.55 Email viewed by Benjamin Fu (benjaminf@cupertino.gov) 2025-06-09 - 3:36:15 PM GMT- IP address: 3.227.20.94 Document e-signed by Benjamin Fu (benjaminf@cupertino.gov) Signature Date: 2025-06-09 - 8:53:26 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to kirstens@cupertino.gov for signature 2025-06-09 - 8:53:29 PM GMT Email viewed by kirstens@cupertino.gov 2025-06-09 - 8:54:23 PM GMT- IP address: 54.208.51.82 Signer kirstens@cupertino.gov entered name at signing as Kirsten Squarcia 2025-06-09 - 9:01:53 PM GMT- IP address: 73.241.178.249 Document e-signed by Kirsten Squarcia (kirstens@cupertino.gov) Signature Date: 2025-06-09 - 9:01:55 PM GMT - Time Source: server- IP address: 73.241.178.249 Agreement completed. 2025-06-09 - 9:01:55 PM GMT