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18-130 MIG Inc., for environmental consulting services for Citywide Parks and Recreation System Master PlanCITY OF II ENVIRONMENTAL CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of _M_a~y~2_0~,~2_0_1_8 ___________ _ ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and MIG ("Contractor"), a corporation for environmental consulting services for Citywide Parks and Recreation System Master Plan 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on December 31, 2019 ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin on May 20, 2018 and shall be completed by December 31, 2019 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. 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 $ 96,000.00 ("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. City Project Citywide Parks and Recreation System Master Plan Page 1 of 8 Environmental Consulting Services Agreement /May. 2018 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. 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 Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 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 and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of 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. City Project Citywide Parks and Recreation System Master Plan Page 2 of 8 Environmental Consulting Services Agreement /May. 2018 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; ( c) Subsequent additions to the original Services; and/ or ( d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 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 City Project Citywide Parks and Recreation System Master Plan Page 3 of 8 Environmental Consulting Services Agreement/May. 2018 harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; ( c) Personal injury, property damage, or economic loss resulting from the work or performance 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, in accordance with California Public Contract Code Section 9201. 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, a purchase order, or other transaction. 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. City Project Citywide Parks and Recreation System Master Plan _ Page 4 of 8 Environmental Consulting Services Agreement/May. 2018 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. 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 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 Ms. Gail Seeds 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 Ms. Barbara Beard ______ as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be City Project Citywide Parks and Recreation System Master Plan Page 5 of 8 Environmental Consulting Services Agreement/May. 2018 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 the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. City Project Citywide Parks and Recreation System Master Plan Page 6 of 8 Environmental Consulting Services Agreement. May. 2018 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 10185 N. Stelling Rd, Cupertino CA 95014 Attention: Christine Hanel Email: ------------- 27. VALIDITY OF CONTRACT To Contractor: MIG ------------ 2635 North First Street, Suite 149 San Jose, CA 95134 Attention: Ms. Barbara Beard Email: bbeard@migcom.com This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3 .22 and 3 .23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and ( c) is approved for form by the City Attorney's Office. City Project Citywide Parks and Recreation System Master Plan Page 7 of 8 Environmental Consulting Services Agreement. May. 2018 28. 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. CONTRACTOR MIG Name Paula Hartman Title Principal Date :;/)oil~ t I Tax I.D. No.: 94-3116998 ------- APPROVED AS T~RM. : ~ ~ovv~ ATTEST: ~c~Jd City Clerk fl. f 3-/ 0 CITY OF CUPERTINO A Municipal Corporation Bye,~ Name f!.}Jn5-/7~ /-kv,c .. / Title ~-f. ]),'ye,dw Date (b-.LJ-·/ g City Project Citywide Parks and Recreation System Master Plan Page 8 of 8 Environmental Consulting Services Agreement/May. 2018 EXHIBIT A SCOPE OF SERVICES Consultant shall provide certain environmental services as described below. Project Understanding and Approach The City has begun creating a Citywide Parks and Recreation System Master Plan (Master Plan) to guide the future development, renovation, management and activation of City parks, recreation facilities and trails through approximately the year 2040. The Master Plan will contain principals, goals, and recommended policies and programs, including a long-range list of potential projects and improvements. The City will conduct California Environmental Quality Act (CEQA) review of the Master Plan prior to its adoption to determine if implementation of the Master Plan goals and policies would result in potential impacts to the environment. The CEQA document will focus on policies or elements with the potential to result in environmental impacts; it would not need to address goals or policies that make recommendations which do not result in changes to the environment (such as those addressing recreation programing or park funding and operations). The Master Plan will contain general recommendations for park improvements and may identify specific projects or undertakings that would be subject to CEQA review. However, there will not be specific design information available on these projects at the time the CEQA document for the Master Plan is prepared, therefore future projects carried out under the Master Plan would be required to undergo separate project-level CEQA analysis. The scope of work anticipates preparation of an Initial Study/ Mitigated Negative Declaration (IS/MND) on the Parks and Recreation System Master Plan. Any specific major development projects within the parks would be considered as separate planning efforts requiring separate CEQA review. However, the Master Plan CEQA document will be structured to cover routine maintenance activities and minor improvements within the parks (such as placing signage, repaving sidewalks/trails, replacing bathrooms, and transition of traditional landscaping to regionally native or drought-tolerant plant materials, for example) in sufficient detail that these improvements could be carried out under this Master Plan IS/MND. The Initial Study will characterize these activities in as much detail as available and present a list or matrix for determining whether a specific activity is covered under the Master Plan Initial Study or whether it would need additional CEQA review. The focus on the Initial Study impact analysis will be on Master Plan principles, goals, and recommendations that could have either direct or indirect physical impacts on the environment. Identified direct and indirect significant impacts must be mitigated to less than significant levels. The CEQA document shall include, to the greatest level of detail within the information currently available, performance standards and guidelines that may consist of Best MIG Exhibit A, B & C Citywide Parks & Rec. System Master Plan 1 of 10 Management Practices (BMPs), development regulations for park projects, and other measures that will mitigate impacts. Section 2. Basic Services Consultant will prepare an Initial Study based on the most current Environmental Checklist contained in Appendix G of the CEQA Guidelines. Consultant will provide thorough and comprehensive answers to each Checklist question including an environmental and regulatory setting discussion, impact discussion and mitigation measures, as appropriate. The impact analysis will be supported by tables, figures, maps, and graphics as appropriate. Source information will be referenced. CEQA encourages the efficient use of applicable, certified CEQA documents and discourages redundancy. To the greatest extent feasible, based on information that is available during the preparation of the Initial Study, the Initial Study will be structured to enable streamlined CEQA review for certain improvements described in the Master Plan. This approach is based on the following CEQA Guidelines sections: • 15152 -Tiering • 15162 -Subsequent Environmental Impact Reports (EIRs) and Negative Declarations • 15163 -Supplement to an EIR • 15183 -Projects Consistent with a Community Plan or Zoning Each of the CEQA Guidelines sections listed above affords opportunities for significant streamlining. Based upon the streamlining allowed by CEQA, Consultant proposes to rely on existing sources of information including the Cupertino General Plan EIR, other City plans and policies, the City's municipal and zoning code, and other regional, state and federal agency policies and regulations to support the impact analysis for the Master Plan. Consultant will perform all work in-house. Consultant's investigation into traffic impacts associated with implementation of the Master Plan will be supported by the Cupertino General Plan EIR and its supporting technical reports. Consultant does not propose the preparation of the traffic impact report as part of this CEQA effort. Consultant does not propose to conduct a CHRIS or Native American Heritage Commission search to document known cultural resource sites. Consultant will rely on information gathered for the General Plan EIR. Consultant will rely on biological information gathered for other existing documents but will update it as necessary for the par~ settings. Consultant does not propose to conduct air emission modeling because development projects covered under this CEQA document are assumed to be well below the Bay Area Air Quality Management District's CEQA Threshold Guidelines. Consultant does not propose to collect ambient noise measurements but will rely on existing information. MIG Exhibit A, B & C Citywide Parks & Rec. System Master Plan 2 oflO INITIAL STUDY/MIITIGATED NEGATIVE DECLARATION Task 1. Project Initiation, Data Collection and Review, and Site Visit Consultant will develop a comprehensive list of data needed to analyze the Master Plan's environmental impacts within a week of receiving an Authorization to Proceed, and then will review project information. Consultant's CEQA staff will also visit selected parks described in the master plan to gain an understanding of project context, to document park setting conditions, and to document conditions of particular concern for the environmental analysis. Task 2. CEQA Project Description Upon receiving Authorization to Proceed, Consultant will begin preparation of a project description that will support the environmental impact analysis. The project description will serve as the basis for all subsequent analysis of environmental impacts and is an essential chapter of the Initial Study. Consultant will work with City staff to formulate an accurate and well-defined description of the project. Consultant will base the project description on Master Plan goals, policies, and programs (the "proposed project") and will include as much detailed information on specific activities as is known at this time. The project description will be supported with figures and tables from the Master Plan and other relevant documents. The project description may also contain a comprehensive list of performance measures and guidelines consisting of avoidance measures, BMPs, and performance standards specific to particular impacts or project activities that would be implemented during the design and construction of future park projects, or other guidelines and measures, to avoid or reduce environmental impacts to less than significant levels. Consultant will submit the project description for review and will incorporate City comments and finalize the project description. Task 3. Administrative Draft Initial Study Consultant will prepare an Administrative Draft IS/MND for City review and comment and will finalize the document for public review. The environmental impact analysis must te have a clearly articulated project description. The content of the Initial Study is presented in the following discussion: Introduction -Consultant will describe the purpose and organization of the Initial Study, the need for the Initial Study pursuant to CEQA Guidelines, and the intent of the document. The intent is to provide detailed information about the environmental effects associated with the implementation of the Master Plan and any measures required to mitigate potentially significant impacts. Project Description -The project description prepared under Task 2 will serve as the project description in the Initial Study. MIG Exhibit A, B & C Citywide Parks & Rec. System Master Plan 3 of 10 CEOA Checklist -The Consultant Team will present environmental impact analyses that consider all aspects of Parks and Recreation System Master Plan implementation in order to streamline future CEQA work. If mitigation measures are required to reduce potentially significant impacts to less than significant levels, they will be developed through close coordination with Master Plan policies and implementation strategies and integration of uniformly applicable performance standards. The Initial Study will identify how these proactive measures will avoid or reduce potential impacts to less-than-significant levels, without the need for additional mitigation. Based on Consultant's current knowledge of potential project impacts, Consultant anticipates that the project will have little or no impacts in a number of resource areas analyzed under CEQA, including: Agriculture and Forestry Resources, Air Quality, Geology/Soils, Greenhouse Gas Emissions, Hazards, Mineral Resources, Population and Housing, Public Services, and Utilities. Consultant will provide adequate answers to the Environmental Checklist questions, but Consultant does not anticipate needing to provide detailed discussion or analysis for these resource areas. Consultant proposes to focus the largest work efforts in describing the potential impacts to the following resource areas: Aesthetics, Biology, Cultural Resources, Hydrology/Water Quality, Land Use, Noise, Recreation, and Traffic. Consultant will provide an existing setting discussion and describe Parks and Recreation Master Plan policies that could generate impacts. Consultant will use the Environmental Checklist questions and the above-mentioned performance standards and guidelines, uniformly applicable development standards and City plans and policies to determine significant impacts. As needed, mitigation measures in the form of specific policy language recommended for the Master Plan will be recommended to reduce potentially significant impacts to less than significant levels. Consultant's scope of work assumes that the impact analysis can be prepared by relying on existing CEQA documents prepared for other City plans or development projects, particularly the EIR and technical reports prepared for the General Plan. Consultant will rely on existing documents and background reports to characterize biological and cultural resources, geologic conditions, hydrologic, hazards and hazardous materials conditions, traffic conditions, the noise environment, and utility and public service conditions throughout the City. Report Preparation -Consultant will identify staff responsible for preparation of the Initial Study. References -Consultant will provide a reference list identifying sources used in answering each question. Appendices -Appendices could include materials used to aid in preparation of the Initial Study. MIG Exhibit A, B & C Citywide Parks & Rec. System Master Plan 4 oflO Consultant will prepare an Administrative Draft IS/MND for City staff review (electronic MSWord and/or pdf file as acceptable to City). Task 4. Public Draft IS/MND Upon completing review of the Administration Draft IS/MND, City staff will provide Consultant with one set of consolidated edits. Consultant will respond to comments and prepare a Screencheck IS/MND for final review by a limited number of City staff (electronic only). MIG will then finalize the IS/MND for public review. Consultant will provide the City with 25 printed copies of the Public Draft IS/MND and one electronic version. Consultant's scope assumes the City will be responsible for mailing or distributing the document to interested agencies and parties. Consultant will prepare a draft of the Notice of Intent (NOI) to Adopt the Mitigated Negative Declaration that the City can use to fulfill the public noticing requirements of CEQA Guidelines Section 15072. Consultant's scope assumes that the City will file the NOI at the Santa Clara County Clerk's Office. Consultant will prepare the Notice of Completion (NOC) for the State Clearinghouse along with 15 CDs of the document for state agency review. Consultant's scope and budget includes time and cost to prepare and FedEx the package to the State Clearinghouse. Task 5. Final Documents: Response to Public Comment, Mitigation Monitoring and Reporting Plan (MMRP), and Notice of Determination At the close of the public review period, MIG will review and catalog all oral and written comments received on the IS/MND and prepare written responses. Comment letters with corresponding responses will be provided to the City as a separate document that can be attached to the final IS/MND presented to the City Parks and Recreation Commission and Planning Commission for consideration and approval. Since the level of community interest in the project and the volume of public comment the IS/MND may generate is unknown, 44 hours have been allocated for this task. Should the task require less effort, Consultant will only bill the time necessary to complete this task Should the volume of comments be greater than anticipated, or the comments raise new technical issues that need addressing, Consultant would notify the City of the need for additional budget. CEQA Guidelines Section 15097 requires a Lead Agency to prepare and implement a Mitigation Monitoring and Reporting Plan (MMRP) for all mitigation measures adopted as part of a mitigated negative declaration to ensure the mitigation measures are implemented as intended by the CEQA document. If mitigation measures are recommended in the Initial Study, Consultant will prepare an MMRP that will consist of a table of all the mitigation measures included in the IS/MND that will be used by the City to monitor the implementation of MIG Exhibit A, B & C Citywide Parks & Rec. System Master Plan 5 oflO mitigation measures. Each measure will identify responsibility for ensuring proper implementation, along with the timing and method of verification. Within five days of the City's adoption of the IS/MND, MIG will prepare a Notice of Determination (NOD) and provide an electronic copy to the City for filing with the County Clerk. At the time of the filing, the City will be required to pay the California Department of Fish and Wildlife fees, pursuant to California Fish and Game Code Section 713. (This fee is not included in Consultant's fee proposal. Fee proposal assumes the City will file all the required CEQA notices with Santa Clara County.) Consultant will prepare all notices. Task 6: Meetings and Hearings Consultant proposes to attend the following meetings and hearings. This number can be adjusted according to City direction. Kick-Off Meeting/Conference Calls: Consultant's Senior Project Manager and key staff will attend one (1) meeting with City staff at project kick-off (estimated at 3 hours per person). Subsequent communications are expected to be conducted via conference calls. Consultant has allocated time for key staff to participate in regular conference calls with City staff as needed. Parks and Recreation Commission Meetings: Consultant's CEQA Senior Project Manager shall prepare for and te--attend up to two meetings of the Parks and Recreation Commission, Environmental Review Committee, or other public meetings as directed by City to present the CEQA findings (scope assumes six hours per meeting). Consultant will only bill for meetings actually attended. Consultant's fee proposal assumes that City staff will prepare the staff report; Consultant staff will address issues related to the CEQA document. Public Hearings/Meetings: Scope includes the CEQA Senior Project Manager's preparation for and attendance at one (1) Planning Commission and two (2) City Council meetings, or other meetings as directed by City (scope assumes six hours for each hearing/meeting). Task 7. Project Management This task includes communication and coordination with City staff and among the Consultant staff, and the Consultant CEQA Project Manager to ensure clear, frequent and effective communication. This task also covers contract and project administration and implementing Consultant's quality control review process. Summary of Deliverables Data Request: electronic copy (MSWord) Draft Project Description: electronic copy (MSWord) Admin Draft IS/MND: electronic copy (MSWord and/or pd£ file) Public Draft IS/MND: 1 electronic copy (MSWord and/or pd£ file), 25 print copies, 15 CDs to State Clearinghouse with Notice of Completion. MIG Exhibit A, B & C Citywide Parks & Rec. System Master Plan 6 of 10 Notice of Intent to Adopt a Mitigated Negative Declaration: electronic copy to City Response to Comments: electronic copy (MSWord and/or pdf file) and 10 printed copies Mitigation Monitoring and Reporting Plan: electronic copy (MSWord and/or pdf file) Notice of Determination: 1 electronic copy Meeting Attendance: as noted above Additional Services Consultant services not identified in this Scope of Services shall be considered Additional Services. At the City's request, Consultant shall provide a fee proposal for specific additional services consistent with the professional rate schedule in Exhibit C. MIG Exhibit A, B & C Citywide Parks & Rec. System Master Plan 7 of IO EXHIBITB SCHEDULE OF PERFORMANCE Task Weeks to Complete City Authorization to Proceed Task 1: Initiate Project, Data Collection 5 days from Authorization to & Review, and Site Visit Proceed Task 2: Prepare Draft Project 2 weeks from receipt of all Description/Submit to City relevant information City Review of Draft Project Description 2 Weeks Prepare Final Project Description 1 Week 5 Weeks (from finalization of Task 3: Admin Draft IS/MND Project Description) City Review of Admin Draft JS/MND 3 Weeks Task 4: Prepare Public Review Draft IS/MND 2 Weeks Public Review Period 30 days Task 5: Prepare Admin. Draft Response to Comments 2 Weeks City Review of Draft Response to Comments 2 Weeks · Prepare Final Response to Comments, MMRP 1 Week Planning Commission adoption of MND and MMRP; Project Approval -------- Must be filed within five working days after approval Notice of Determination Filed of the project MIG Citywide Parks & Rec. System Master Plan 8 of 10 Week 1 2 4 5 10 13 15 19 21 23 24 ----- Exhibit A, B & C EXHIBIT C COMPENSATION A. Basic Services. The following budget will be used to determine compensation for Basic Services based on the degree of completion, subject to confirmation and agreement by the City, and budget for each listed Task: TASK# TASK DESCRIPTION TASK BUDGET 1 Initiate Project, Review Information, Site Visit, 9,300 Delivery of Data Request 2 Prepare Draft Project Description/Submit to City 5,800 3 Administrative Draft IS/MND 34,400 4 Prepare Public Review Draft IS/MND 5,600 5 Prepare Admin. Draft and Final Response to 8,200 Comments; MMRP; Notice of Determination 6 Meetings and Hearings 8,800 7 Project Management 8,600 Total for Basic Services:$ 80,700.00 Consultant may not bill in excess of the Task Budget amount for any Task without prior written authorization from the City. The City has the discretion, but not the obligation, to reallocate the budgeted amounts for each Task, subject to the not to exceed limit specified elsewhere in this Agreement. MIG B. Reimbursable Expenses. The following are allowed Reimbursable Expenses for authorized Additional Services compensated on an hourly basis (time and expenses), subject to the compensation limits set forth elsewhere in the Agreement: • Necessary subconsultant services • Individual or multiple document reproductions that exceed 50 pages beyond that identified in Scope of Basic Services • Necessary travel expenses to the extent allowed by City policy, with mileage reimb~rsed per the current IRS standard mileage rate at the time of travel • Safety equipment required by City policy or the project scope of services • Special expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental, tents or booths, easels, mass mailing notifications Exhibit A, B & C Citywide Parks & Rec. System Master Plan 9 oflO Total Allowance for Reimbursable Expenses: $ 1,300.00 COMPENSATION FOR ADDITIONAL SERVICES Consultant Services beyond the work noted is Scope of Basic Services may be provided by Consultant as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional Services amount of Fourteen Thousand Dollars ($14,000.00) is made a part of this Agreement. Additional Services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. Hourly Rate Schedule. The City will compensate the Consultant for satisfactory performance of duly authorized Additional Services which are subject to hourly billing, based on the hourly rate(s) set forth in the attached "MIG Billing Rates -2018", but subject to the compensation limits noted elsewhere in this Agreement. The hourly rates are deemed to include all costs including, salary, wages, benefits, taxes, insurance, and the like paid to or on behalf of each individual providing the Services, and are also deemed to include profit, overhead, vehicle, equipment and supply costs and the like. The hourly rates do not include Reimbursable Expenses, which are addressed above. These hourly rates for Additional Services will remain in effect for the Term of the Agreement unless changed by written amendment to the Agreement. END OF EXHIBITS MIG Exhibit A, B & C Citywide Parks & Rec. System Master Plan 10 of 10 BILLING RATES -2018 Unless specified otherwise by prior agreement, invoices are submitted monthly showing time and charges for professional services by staff category and a separate figure for expenses. Invoices are payable upon receipt. Invoices unpaid past 30 days are subject to interest at 1 1/2% per month. MIG Inc., labor includes all overhead. STAFF BILLING RATES CATEGORY $/HR Senior Principal/CEO 295 Principal 220 Senior Project Manager !II 190 Senior Project Manager II 170 Senior Project Manager I 160 Project Manager II 140 Project Manager I 120 Senior Landscape Architect 175 Landscape Architect 140 Landscape Designer 110 Senior Planner 175 Senior Archeologist/Paleontologist · 150 Project Archeologist II 105 Project Archeologist I 90 Planner 140 ADA Specialist 130 Associate Planner 115 Senior Facilitator 175 Outreach Specialist (bilingual) 115 Associate Facilitator 100 Senior Biologist II/Senior Analyst II 160 Senior Biologist I/Senior Analyst I 140 Biologist Ill/Analyst Ill 120 Biologist II/Analyst II 105 Biologist I/Analyst I 90 Qualified SWPPP Developer/Practitioner (QSD/QSP) 140 QSP Stormwater Compliance Inspector 90 . Strategic Communications Expert 190 Arts Director 175 Senior Web Designer 150 Graphic Designer 130 GiS Analyst 120 CAD/GIS/Graphic Specialist 95 Assistant Planner 85 Support Staff 90 Field Crew II 80 Field Crew I 60 PLANNING i DES I G N ·I COMM U NI CAT IO NS I MAN AG E MEN T I SC I E NC E I TECHNOLOGY MIG Rates 2018 EXPENSES CATEGORY Commercial travel Automobile travel Lodging/Meals Photocopy (A and B sizes) Color copies Commercial report reproduction Noise meter setup Subcontractors Other (lab, aerial photos, etc.) BASIS Cost+10% current IRS rate Cost+10% $0.10/image $0.50/image Cost+10% $50/unit/day Cost+10% Cost+10% Rates subject to revision effective January 1 of each year. >t fy.,f ~ ~"-<--f tt> a;, Y' ,,,J. MIG Inc. 2 CUPERTINO ENVIRONMENTAL CONTRACTS Exhibit D -Insurance Requirements Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder and the results of that work by Contractor, his agents, representatives, employees, or subcontractors. With respect to General Liability, Errors & Omissions, Contractors Pollution Liability, and/or Asbestos Pollution Liability, coverage should be maintained for a minimum of five (5) years after contract completion. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: I. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations·, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. a. It shall be a requirement under this agreement 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 (1) the minimum coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage in Contractor's policy shall be primary and non-contributory, shall not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO CG 20 01 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 and non-contributory basis for the benefit of City before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering any auto (Code 1 ), or if Contractor has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Con.tractors Pollution Liability and/or Asbestos Pollution Liability and/or Errors & Omissions applicable to the work being performed, with a limit no less than $2,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or higher limits. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Self-Insured Retentions Self-insured retentions must be declared to and approved by City. At City's option, Contractor shall provide coverage to reduce or eliminate such self-insured retentions as respects City, its City Council, officers, officials, employees, agents, servants and volunteers; or Contractor shall provide evidence satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The Insurance Requirements for Environmental Contracts Updated: Jan 2018 1 policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. OTHER INSURANCE PROVISIONS A. The General Liability, Automobile Liability, Contractors Pollution Liability, and/or Asbestos Pollution policies are to contain, or be endorsed to contain, the following provisions: 1. City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of Contractor including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Contractor's insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms iflater revisions used). 2. For any claims related to this project, Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects City, its City Council, officers, officials, employees, agents, servants and volunteers. Any insurance or self-insurance maintained by City and the additional insureds shall be excess of Contractor's insurance and shall not contribute to it. 3. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to City. B. The Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering materials to be transported by Contractor pursuant to the contract. This coverage may also be provided on Contractors Pollution Liability policy. C. If General Liability, Contractors Pollution Liability and/or Asbestos Pollution Liability and/or Errors & Omissions coverages are written on a claims-made form: 1. The retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. 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, Contractor must purchase an extended period coverage for a minimum of five ( 5) years after completion of contract work. . 4. A copy of the claims reporting requirements must be submitted to City for review. 5. If the services involve lead-based paint or asbestos identification/ remediation, Contractors Pollution Liability shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification / remediation, Contractors Pollution Liability shall not contain a mold exclusion and the definition of "Pollution" shall include microbial matter including mold. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best financial strength rating of "A" or better and a financial size rating of VII or better. Verification of Coverage Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Waiver of Subrogation Insurance Requirements for Environmental Contracts Updated: Jan 2018 2 Contractor hereby grants to City a waiver of subrogation which any insurer may acquire against City, its officers, officials, employees, and volunteers, from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from the insurer. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Contractor, its employees, agents, and subcontractors. Subcontractors Contractor shall require and verify that all subcontractors maintain the insurance required herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Insurance Requirements for Environmental Contracts Updated: Jan 2018 3 Client#· 2042 MOOREIACO ACORDTM CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 6/19/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). PRODUCER 2R~i~cT Alison Muller Dealey, Renton & Associates FitJ8,N~o, Extl: 510 465-3090 I rt)~, No): 510 452-2193 P. 0. Box 12675 ftlJ~ss: amuller@dealeyrenton.com Oakland, CA 94604-2675 INSURER(S) AFFORDING COVERAGE NAIC# 510 465-3090 INSURER A: Travelers Property Casualty Co 25674 INSURED INSURER B: Atlantic Specialty Insurance Co 27154 MIG, Inc. INSURERC: 800 Hearst Ave. Berkeley, CA 94710 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUBR ,i&aM8M~, ,i&aM8M~Y1 LIMITS LTR INSR WVD POLICY NUMBER A X COMMERCIAL GENERAL LIABILITY y y 6801 H899998 08/31/2017 08/31/201E EACH OCCURRENCE $1,000,000 ~ D CLAIMS-MADE ~ OCCUR ~~~~f§iJ9E~~~Ju~?encel $1,000,000 MED EXP (Any one person) $10,000 - PERSONAL & ADV INJURY $1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 Fl ~PRO-DLOC $2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER: $ A AUTOMOBILE LIABILITY y y BA2G258325 08/31/2017 08/31/201 a COMBINED SINGLE LIMIT $1,000,000 /Ea accident\ ~ X ANYAUTO BODILY INJURY (Per person) $ ~ ALL OWNED -SCHEDULED BODILY INJURY (Per accident) $ -AUTOS AUTOS X X NON-OWN':D iP~?~~c~le~t?AMAGE $ HIRED AUTOS AUTOS $ A _X UMBRELLA LIAB ~ OCCUR CUPOH758762 08/31/2017 08/31/201 f EACH OCCURRENCE $10 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10 000 000 DED I I RETENTION $ $ A WORKERS COMPENSATION y UB3J040141 04/01/2017 081311201 a X IPER I IOTH- AND EMPLOYERS' LIABILITY y / N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVED N/A E.L. EACH ACCIDENT $1,000 000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 B Professional DPL710217 08/31/2017 08/31/2018 $2,000,000 per Claim Liability $4,000,000 Anni Aggr. DESCRIPTION OF OPERATIONS/ LOCATIONS/VEHICLES (ACORD 101, Addltipnal Remarks Schedule, may be attached if more space is required) Re: Project #20288.01: CEQA Services for Cupertino System Wide Parks Master Plan. City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as Additional Insured as respects General and Auto Liability as required per written contract or agreement. General Liability insurance is Primary/Non-Contributory per policy form wording. Insurance coverage includes Waiver of Subrogation per the attached. 30 Days Notice of Cancellation CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 Torre Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I c.$''·--II ~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S234857 4/M2303573 BMA POLICY NUMBER: BA2G258325 COMMERCIAL AUTO CA 20 4810 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: MIG, Inc. Endorsement Effective Date: 08/31/2017 SCHEDULE Name Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA20481013 © Insurance Services Office, Inc., 2011 Page 1 of 1 BA2G258325 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of Rights Of Recovery Against Others To Us, of the CONDITIONS Section: 5. Transfer Of Rights Of Recovery Against Oth- ers To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver ap- plies only to the person or organization desig- nated in such contract. CA T3 40 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. MIG, Inc. WORl<ERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (00) -- POLICY NUMBER: UB3J040141 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization: Job Description: DATE OF ISSUE: o41o 112o17 COMMERCIAL GENERAL LIABILITY Policy Number: 6801 H899998 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omis- sions of such person or organization; or d. For "bodily injury", "property damage" or "per- sonal injury" for which such person or organi- zation has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part. f. This insurance does not apply to the render- ing of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations ex- ceed the limits of liability required by the "writ- ten contract requiring insurance", the insur- ance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the lim- its of insurance described in Section Ill -Lim- its Of Insurance. h. This insurance does not apply to "bodily inju- ry" or "property damage" caused by "your work" and included in the "products- completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SEC- TION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other in- surance, whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a primary basis or a primary and non- contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requir- ing insurance". But this insurance provided to the additional insured still is excess over valid and CG D3 81 0915 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY collectible other insurance, whether primary, ex- cess, contingent or on any other basis, that is available to the additional insured when that per- son or organization is an additional insured under any other insurance. 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LI- ABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you be- fore, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINI- TIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provid- ed that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in ef- fect; and c. Before the end of the policy period. Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. CGD3810915 Includes the copyrighted material of Insurance Services Office, Inc., with its permission