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21-063 Placeworks, Inc., Preparation of IS-MND for 19191 Vallco Pkwy Office ProjectPrepare an IS/MND for 19191 Vallco Parkway Office Project Page 1 of 9 Professional/Consulting Contracts /Version: Nov. 2020 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 Preparation of IS/MND for 19191 Vallco Parkway Office Project, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with the City’s Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2022 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 2022. 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. 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 $116,374.00 (“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. Prepare an IS/MND for 19191 Vallco Parkway Office Project Page 2 of 9 Professional/Consulting Contracts /Version: Nov. 2020 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. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. Prepare an IS/MND for 19191 Vallco Parkway Office Project Page 3 of 9 Professional/Consulting Contracts /Version: Nov. 2020 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 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. Prepare an IS/MND for 19191 Vallco Parkway Office Project Page 4 of 9 Professional/Consulting Contracts /Version: Nov. 2020 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any intere st 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, de mands, 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. 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. Prepare an IS/MND for 19191 Vallco Parkway Office Project Page 5 of 9 Professional/Consulting Contracts /Version: Nov. 2020 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 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 Prepare an IS/MND for 19191 Vallco Parkway Office Project Page 6 of 9 Professional/Consulting Contracts /Version: Nov. 2020 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 Ti tle 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 Piu Ghosh 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 Steve Noack 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 Man ager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of 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 Prepare an IS/MND for 19191 Vallco Parkway Office Project Page 7 of 9 Professional/Consulting Contracts /Version: Nov. 2020 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 im plied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this 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. Prepare an IS/MND for 19191 Vallco Parkway Office Project Page 8 of 9 Professional/Consulting Contracts /Version: Nov. 2020 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: Piu Ghosh Email: piug@cupertino.org To Contractor Placeworks, Inc 3 Macarthur Pl, Ste 1100 Santa Ana, CA 92707 Attention: Steve Noack Email: snoack@placeworks.com 27. VALIDITY OF CONTRACT 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. 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. SIGNATURES CONTINUE ON THE FOLLOWING PAGE Prepare an IS/MND for 19191 Vallco Parkway Office Project Page 9 of 9 Professional/Consulting Contracts /Version: Nov. 2020 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: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Principal Jun 2, 2021 Steve Noack Heather M. Minner Jun 8, 2021 Dir of Community Development Benjamin Fu Jun 8, 2021 May 3, 2021 | Page 1 May 3, 2021 Erick Serrano City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Subject: Scope of Work to Prepare an IS/MND for 19191 Vallco Parkway Office Project Dear Erick: Please accept our scope of work to prepare an Initial Study and Mitigated Negative Declaration (IS/MND) for the 19191 Vallco Parkway Office Project. Understanding of the Project The City of Cupertino (City) has received a preliminary development permit application for 19191 Vallco Parkway Office Project submitted by the project applicant. The development application is for the construction of an office building with a retail component and an attached parking garage with associated surface parking, open area, and landscaping. The project site is located on a 7.96-acre parcel at the intersection of Vallco Parkway and North Tantau Avenue. The site is bordered by Interstate 280 to the north, Tantau Avenue to the east, Vallco Parkway to the south, and Calabazas Creek and the Apple Vallco Parkway building to the west. The project site is currently developed with a two-story, 141,000 square-foot office building, with associated surface parking and landscaping. Surrounding uses near the project site include Interstate 280 and office uses to the north across Interstate 280, office uses to the east across Tantau Avenue, commercial, office, and hotel uses to the south across Vallco Parkway, and office uses to the west across Calabazas Creek. The project site is assigned the Assessor’s Parcel Number: 316-20-117. The General Plan Land Use for the project site is Commercial/Office/Residential. The Commercial/Office/Residential land use designation applies to mixed- use areas that are primarily commercial and office uses, with supporting residential uses. The project site is zoned Planned Development with Industrial Park and General Commercial intent (P(MP,CG)), which is intended to provide land development or redevelopment that is uniquely suited for planned coordination of land uses and to provide greater flexibility of land use intensity and design. The MP zone includes light industrial parks and the CG zone includes retail, offices, and service establishments offering goods and services to the general public. According to Plan Bay Area 2040, a portion of the project site is located within a Santa Clara Valley Transportation Authority (VTA) City Cores, Corridors & Station Areas Priority Development Area (PDA), and the project site is also within one-quarter mile of Stevens Creek Boulevard, a high-quality transit1 corridor as defined by VTA. A Phase I and II Environmental Site Assessment (ESA) were prepared in 2007 to provide a record of existing conditions and to identify recognized environmental conditions, or potential hazardous substances, from current and past uses. The Phase I ESA concluded that the past use of the property was an orchard from the 1940s to the 1970s, and prior to 1978 the Calabazas Creek flowed through the project site. The creek was realigned/channelized in 1978 and the current building was construction in 1981. The current building has been occupied by computer companies for offices and research and development from 1981 to the present. The proposed project would involve demolishing the existing office building (approximately 141,000 square feet) and redeveloping the project site with a four-story, approximately 281,500-square-foot office building located on 1 Public Resources Code, Section 21155 (“For purposes of this section, a high-quality transit corridor means a corridor with fixed route bus service with service intervals no longer than 15 minutes during peak commute hours.”). Exhibit A May 4, 2021 | Page 2 the southern portion of the project site and an four-story, approximately 200,000-square-foot parking garage on the northern portion of the site. The proposed project would include 280,000 square feet of office space on all four floors and 1,500 square feet of retail space on the ground floor. The proposed parking garage would include four stories of above ground parking and two levels of below ground parking. Preliminary site plans show that the proposed retail component would be located in the southwest corner of the office building. The parking garage, located just north of the office building, would be connected to the office building via a pedestrian walkway between the two structures. Bus, car, and van drop-off areas would be located along the northern edge of the proposed office building. The remainder of the project site would consist of approximately 143,000 square feet of surface parking, 7,000 square feet of outdoor space, and 88,000 square feet of landscaping. Site access would remain similar to existing conditions with two vehicle driveways and one pedestrian entrance on Vallco Parkway. As a result of the proposed project, and pursuant to CEQA Guidelines Section 15164, the City has determined that an IS/MND could be the appropriate CEQA document. Based on cumulative impact analysis we have prepared for recent projects in Cupertino, the proposed project is within the General Plan buildout evaluated in the certified Environmental Impact Report (EIR) for the General Plan2 and the subsequent addenda to the EIR that were approved by the City Council in October 2015,3 August 2019,4 and December 2019,5 together hereinafter “General Plan EIR.” Accordingly, this scope of work includes the preparation of a tiered IS/MND pursuant to CEQA Guidelines Section 15152 (Public Resources Code Section 21094). The IS/MND will address the environmental impacts related to the proposed redevelopment associated with construction and operation of the proposed project. A summary of the work program is presented in Table 1. Details about personnel assigned to these tasks, the number of hours per person per task, billing rates, and a breakdown of costs are included in Table 2 under Cost Estimates. TABLE 1 WORK PROGRAM SUMMARY Task A: Project Initiation & Project Management 1.Kick-Off Meeting 2.Status Meetings 3. Project Management Task B: CEQA Environmental Review 1. Project Description 2. Initial Study Task C: Mitigated Negative Declaration 1. Mitigated Negative Declaration 2. Mitigation Monitoring or Reporting Program 3. Notice of Intent 4. Public Review & Response to Comments 5. Approval & Notice of Determination Work Scope This section describes the scope of work to be completed by PlaceWorks and Fehr & Peers for the IS/MND, which includes the preparation of technical studies for air quality, greenhouse gas (GHG) emissions, noise, and transportation. 2 City of Cupertino, certified General Plan Amendment, Housing Element Update, and Associated Rezoning EIR, State Clearinghouse Number 2014032007. December 2014. 3 City of Cupertino, approved First Addendum to the General Plan Amendment, Housing Element Update, and Associated Rezoning EIR, State Clearinghouse Number 2014032007. October 2015. 4 City of Cupertino, approved Second Addendum to the General Plan Amendment, Housing Element Update, and Associated Rezoning EIR, State Clearinghouse Number 2014032007. August 2019. 5 City of Cupertino, approved Third Addendum to the General Plan Amendment, Housing Element Update, and Associated Rezoning, State Clearinghouse Number 2014032007. December 2019. May 4, 2021 | Page 3 The IS/MND will be prepared using the thresholds contained in Appendix G, Environmental Checklist, of the CEQA Guidelines to address environmental impacts related to the potential for redevelopment of the project site as a result of the proposed project. Because the project site is currently developed, this scope of work is based on the evaluation of the net new increase of development associated with the proposed project and our evaluation will assume appropriate credit for the existing on-site use. Project Initiation and Project Management This task is structured to build a framework for coordination among team members. Close communication and efficient information sharing will facilitate preparation of a thorough, legally defensible environmental review document on an optimized timeline. 1.Kick-Off Meeting PlaceWorks and Fehr & Peers will participate in a kick-off meeting with City staff to discuss expectations and concerns, and to review key issues, information needs, work products, and delivery schedule. The data to be used for environmental impact analysis will also be reviewed at this meeting to ensure it is fully aligned with that used on other recent and ongoing projects in the vicinity of the project. An appointed time for subsequent status meetings will be established at the kick-off meeting pursuant to Task A.2 described below. Deliverables: »One (1) copy of the Revised Project Schedule in PDF format to City »One (1) copy of the Data Needs Memorandum in PDF format to City 2.Status Meetings We propose that a status meeting be held at a regular time interval from project start-up through publication of the environmental review document in order to maintain close, effective communication between project team members and to resolve any unforeseen issues in a timely manner. PlaceWorks staff will set up a video conference call at the appointed time, City staff and PlaceWorks’ team members will call in to discuss and resolve any obstacles to progress. PlaceWorks staff will prepare and maintain a Project Schedule. The status meetings are intended to be focused discussions bringing together City staff, PlaceWorks, and other team members as needed. The status meetings would be in addition to regular email and phone communication between project team members. 3.Project Management Terri McCracken, Principal-in-Charge, will oversee all aspects of the project. She will participate in all meetings and review all drafts of the IS/MND. In addition to coordinating the regular conference calls, Jacqueline Protsman, Project Manager, will serve as the day-to-day contact for project management and will be responsible for managing the budget, schedule, and overall team coordination throughout the preparation of the environmental review document. CEQA Environmental Review PlaceWorks proposes the following environmental review process, described in detail below. The Environmental Checklist will be prepared in accordance with the CEQA Guidelines. May 4, 2021 | Page 4 1.Project Description PlaceWorks will draft a Project Description using graphics and textual information provided by the project applicant. The Project Description will include detailed information on project features including proposed improvements and new construction, building sizes and heights, circulation patterns, and intended uses. The project description will clearly describe the existing setting and articulate net new development potential from redevelopment of the site. In addition, with input from the City, the Project Description will describe the entitlement approvals necessary to process the project. We will submit one (1) copy of the Administrative Draft Project Description in Word and PDF formats for review and approval by City staff prior to beginning the environmental review for the project. 2.Initial Study Using the City-approved Project Description, PlaceWorks will prepare the environmental checklist that documents existing conditions, project impacts (if any), and mitigation measures (if required), as well as the resulting level of significance for potential impacts under each of the topical areas required under CEQA. CEQA permits the exclusion of environmental issues on which it can be ascertained with certainty that the project would have no significant negative impact. Accordingly, the IS/MND will only briefly address those issue areas that would not be impacted by the proposed project or where it can be demonstrated that regulatory standards and standard conditions of approval will address the checklist significance criteria. Based on the project location and its previously developed nature, it is expected that the environmental topics of agricultural, forestry, and mineral resources, and wildfire6 will be briefly addressed and dismissed from detailed analysis in the IS/MND. In keeping with the requirements of the CEQA, the Environmental Checklist will include a detailed analysis to determine the environmental impacts of the following resource categories: Aesthetics CEQA Section 21099(d)(1), states, “Aesthetic and parking impacts of a residential, mixed-use residential, or employment center project on an infill site located within a transit priority area shall not be considered significant impacts on the environment.” Accordingly, aesthetics and parking are no longer to be considered in determining if a project has the potential to result in significant environmental effects for projects that meet all of the following three criteria: a)The project is in a transit priority area, b)The project is on an infill site, and c)The project is residential, mixed-use residential, or an employment center. As described below, the proposed office project is exempt from an aesthetics evaluation because it is located on a site that meets the definition of an infill site and a transit priority area (TPA), and is a qualified employment center pursuant to CEQA Section 21099: Infill Site: An infill site is defined as “a lot located within an urban area that has been previously developed or on a vacant site where at least 75 percent of the perimeter of the site adjoins or is separated only by an improved public right-of-way from, parcels that are developed with qualified urban uses.” The site is currently developed with an office building, and surrounded by Interstate 280 and office uses to the north across Interstate 280, office uses to the east across Tantau Avenue, commercial, office, and hotel uses to the south across Vallco Parkway, and office uses to the west across Calabazas Creek. Transit Priority Area: A TPA is defined as “an area within one-half mile of a major transit stop that exists or planned, if the planned stop is scheduled to be completed within the planning horizon included in a 6 The project site is located within a Local Responsibility Area and is not in a Wildfire Urban Interface area. May 4, 2021 | Page 5 Transportation Improvement Program or applicable regional transportation plan.” The project site is located less than one-quarter mile from Stevens Creek Boulevard, which is considered a high-quality transit corridor. VTA bus route Express 101 runs along Stevens Creek Boulevard and Vallco Parkway, and the proposed project is less than one-quarter mile away from the transit stop on Vallco Parkway. Employment Center: An employment center is defined as “a project located on property zoned for commercial uses with a FAR of no less than 0.75 and that is located within a transit priority area.” The project site is within the Planned Development with Industrial Park and General Commercial intent (P(MP,CG)) Zoning District. The proposed hotel would have a FAR of 0.81.7 Air Quality, Greenhouse Gas Emissions, and Community Risk and Hazards PlaceWorks will prepare an air quality, GHG emissions, and community risk and hazards analysis to evaluate impacts of the proposed project. The analysis will be prepared in accordance with the Bay Area Air Quality Management District’s (BAAQMD or Air District) CEQA Guidelines, which are in the process of being updated by BAAQMD. The approach outlined below is based on BAAQMD’s May 2017 CEQA Guidelines and screening tables for project-level analyses. The air quality and GHG emissions impact analysis and technical information will be summarized in the Initial Study and air quality, GHG, and dispersion modeling data and technical information will be included as an appendix. Criteria Air Pollutants and GHG Emissions – Construction Phase: PlaceWorks will quantify construction emissions using the latest version of California Emissions Estimator Model (CalEEMod) program. Emissions will be based on anticipated construction activities, phasing, equipment mix, and demolition debris and soil haul volumes (if applicable) as provided to PlaceWorks by the project applicant and/or City. Project-related construction emissions will be compared to the applicable BAAQMD construction significance thresholds. Mitigation measures will be considered, as needed, to reduce potentially significant project impacts. Off-site Construction Health Risk: BAAQMD requires projects to evaluate the impacts of construction activities on nearby sensitive receptors. The nearest sensitive land uses in the vicinity of the proposed project are The Lofts on Vallco Parkway (multi-family residential) approximately 400 feet west of the project site and several daycare and pre-school facilities within 1,000 feet. PlaceWorks will prepare a construction- related HRA to analyze the project’s off-site community health risks from diesel particulate matter (DPM) and fine particulate matter (PM2.5) emissions. Construction-related DPM emissions from off-road equipment and truck hauling impacts will be identified at the nearest sensitive receptors based on specific construction- related characteristics provided by the City/Applicant as identified above. Dispersion modeling will be performed using a BAAQMD-accepted computer-based model (e.g., AERMOD). Short-term and long-term health risks to off-site sensitive receptors will be calculated using the 2015 Office of Environmental Health Hazard Assessment guidance. Criteria Air Pollutants and GHG Emissions – Operations Phase: The proposed project would generate criteria air pollutants and GHG emissions associated with transportation, energy, area (landscape fuel, aerosols, transport refrigeration units), water/wastewater use, and solid waste disposal. PlaceWorks will model existing and project-related emissions at buildout. The transportation sector emissions will be based on the weekday and weekend trips and weekday VMT provided by Fehr & Peers. Based on communications with BAAQMD, BAAQMD staff is recommending that the GHG brightline threshold of 1,100 MTCO2e be reduced by 40 percent to account for the additional reductions needed to address the Senate Bill 32 (SB 32) target 7 The floor area ratio (FAR) is the ratio of the gross floor area of all buildings on a lot to the area of the lot. May 4, 2021 | Page 6 of 40 percent below 1990 levels by 2030, which is 660 MTCO2e. Given the size of the proposed project, it is likely that Carbon Credits would be necessary to offset the project’s significant GHG impact. Project Consistency with Plans Adopted to Reduce GHG Emissions: The GHG section will discuss the GHG reduction goals of Assembly Bill 32 (AB 32), Senate Bill 32 (SB 32), and SB 375. The California Air Resources Board has adopted the 2017 Climate Change Scoping Plan Update to achieve the SB 32 reduction target. In addition, the Association of Bay Area Governments (ABAG)/Metropolitan Transportation Commission (MTC) has adopted a regional transportation plan/sustainable communities strategy (Plan Bay Area 2040) to ensure that the Bay Area can attain the regional transportation-related GHG reduction goals of SB 375. Furthermore, the City of Cupertino has prepared a Climate Action Plan (CAP). The GHG analysis will include a consistency evaluation of the project with these applicable state, regional, and local plans adopted for the purpose of reducing GHG emissions. Air Quality Management Plan Consistency, CO Hotspots, and Odors: The San Francisco Bay Area Air Basin is in non-attainment for particulate matter and for ozone. Consistency with BAAQMD’s air quality management plan to attain the federal and state ambient air quality standards will also be discussed. The office project would not generate enough traffic to warrant a detailed carbon monoxide hotspot analysis or generate substantial odors; therefore, a detailed analysis compared to BAAQMD’s carbon monoxide thresholds and odor impacts is not necessary and impacts would be handled qualitatively based on BAAQMD’s CEQA Guidelines screening analysis. Biological Resources Given the developed nature of the project site, the biological resources discussion will focus on identifying and evaluating any potential impacts that the proposed project may have on habitat on and in the vicinity of the project site. The IS/MND will describe and incorporate the mitigation measures identified in the certified EIR for the General Plan. Cultural and Tribal Resources PlaceWorks will prepare this section of the Initial Study in accordance with CEQA Guidelines. Based on existing conditions on the project site, we anticipate these sections will focus on the potential for disturbance of unknown buried archaeological resources, including human remains. This section will focus on the mitigation measures from the General Plan EIR addressing the potential for disturbance of unknown cultural and tribal cultural resources. Energy Pursuant to the adopted updates to the CEQA Guidelines, PlaceWorks will prepare the energy section of the IS/MND. This section will describe the required energy demands for the proposed project and energy conservation features in order to determine if the project will result in wasteful, inefficient, or unnecessary consumption of energy resources during project construction or operation. This section will be prepared consistent with the energy demands evaluated in the air quality and GHG emission discussions. In addition, this section will describe the state and local mandatory requirements for energy efficiency and demonstrate if the project will conflict with or obstruct any of these requirements. May 4, 2021 | Page 7 Geology and Soils This section will describe the potential adverse environmental effects related to soils and geology. Existing site conditions will be described and geologic hazards, including distance from faults and hazards associated with earthquakes such as liquefaction, landslides, loose/weak soils, shallow groundwater, compaction, and ground shaking will be described. A general discussion of the site topography, slope stability, soil characteristics, and erosion potential will be presented, as well as the potential for these characteristics to affect stability of erosion of graded areas, and unprotected drainage ways. Based on existing conditions on the project site, we anticipate this section will focus on the potential for disturbance of unknown buried paleontological resources. Hazards and Hazardous Materials PlaceWorks will evaluate safety environmental hazards associated with hazardous materials, hazardous waste disposal, airport safety, emergency preparedness, and wildland fire pursuant to the CEQA Guidelines. This section will be based in part on the Phase I and II ESAs prepared by Erler & Kalinkowski, Inc. (EKI) in 2007, which included soil and groundwater sampling and asbestos surveys, as reviewed by PlaceWorks. It is assumed the project applicant will provide PlaceWorks with the full copies of the Phase I and II ESAs prepared for the proposed project. PlaceWorks will include any recommendations from the Phase I and II ESAs in the Hazards and Hazardous Materials section of the IS/MND, as well as any applicable mitigation measures if required. The section will be prepared under the direction of PlaceWorks Director of Site Assessment Services. Hydrology and Water Quality The Hydrology and Water Quality section will identify and evaluate issues relating to surface and groundwater hydrology, site drainage, storm water pollution prevention during construction and operation, and best management practices. Other federal, State, regional, and local programs and regulations that are applicable to the project also will be included. Pursuant to the Phase I and II ESAs, nearby studies have indicated that groundwater is reached at 22 to 29 feet below the surface. This section will conclude with a discussion of the potential water quality impacts attributable to the proposed project, based on applicable significance criteria. It is assumed that the project applicant will provide preliminary grading plans and drainage plans for the evaluation. The IS/MND will explain the regulatory requirements to ensure water quality is not adversely impacted; however, the preparation of these documents is not part of this scope of work and are not required to prepare the IS/MND. The documentation of best management practices, including source control, site design, and stormwater treatment measures, will be described in this section along with low impact development measures. The results of the hydrology and water quality studies will be documented and included in the appropriate section of the IS/MND. The section will be prepared under the direction of a Registered Engineer in the State of California. Land Use and Planning The existing on-site and surrounding land use and zoning designations will be described. The IS/MND will focus on whether the project will divide an existing community or would be inconsistent with policies or plans adopted for the purposes of avoiding or reducing significant environmental impacts, as required by CEQA. Noise and Vibration PlaceWorks will evaluate potential noise and vibration impacts for the construction and operational phases of the proposed office project. The Initial Study will discuss relevant criteria for noise exposure based on applicable federal, state, and local standards and ordinances, including applicable standards from the Municipal Code and General Plan Health and Safety Element. The nearest sensitive land uses in the vicinity of the proposed project are The Lofts on Vallco Parkway (multi-family residential) approximately 400 feet west of the project site and several daycare and pre-school facilities within 1,000 feet. The dominant noise source in the project is traffic on Interstate 280, Tantau Avenue, Vallco Parkway, and other surrounding local roadways. Given the roadway configuration around the project site, traffic noise is expected to be the dominant ambient noise source in the area; both now and at project buildout. As such, no field May 4, 2021 | Page 8 measurements of ambient noise levels are proposed, and existing conditions will be addressed via available traffic data and noise contour maps. Long-term operational noise impacts will be primarily related to project-generated traffic and other stationary noise sources such as mechanical heating, ventilation, and air conditioning, commonly referred to as HVAC, equipment. However, traffic is anticipated to generate a small number of trips compare to existing conditions. PlaceWorks will compare the net trips increase to roadway segment volumes available in the Cupertino General Plan. Maintenance noise and other on-going noise sources at the site (such as rooftop mechanical equipment, loading, and parking lot noise) will be addressed as well. Project-related construction noise will temporarily elevate the ambient noise environment, above existing conditions. An assessment of temporary noise and vibration impacts during project construction activities will be conducted using industry-standard analysis techniques and using scheduling, equipment mix, hauling, and truck trip information (as provided by the applicant). Vibration impacts will be assessed per criteria included in the Federal Transit Administration’s guidelines on noise and vibration impact assessment. The findings of the technical analyses and impact assessment will be provided in a noise and vibration section of the Initial Study, along with mitigation measures for any potentially significant noise and vibration impacts. Technical modeling outputs and calculation will be included in an appendix. Population and Housing Because the proposed project would include the demolishing of an existing office building and the construction of a new office building, it is not anticipated that the proposed project would directly or indirectly generate substantial growth. PlaceWorks will summarize the population and housing impacts that would result from the project as an expanded employment center. Public Services and Recreation The primary purpose of a public services and recreation impact analysis is to examine the impacts associated with physical improvements to public service and recreation facilities required to maintain acceptable service ratios, response times or other performance objectives. Public service and recreation facilities need improvements (i.e., construction, renovation or expansion) as demand for services increase. Increased demand is typically driven by increases in population. The proposed project would have a significant environmental impact if it would exceed the ability of public service providers to adequately serve residents, thereby requiring construction of new facilities or modification of existing facilities. As described above, the proposed project would only include office and retail space, and would not generate new residential units. Transportation Fehr & Peers will prepare the transportation evaluation for the proposed project as described below. i.Transportation Impact Analysis Fehr & Peers will prepare the transportation impact analysis (TIA) as a stand-alone report. The results of the final TIA will be summarized in the IS/MND with background information and calculations included in the Appendix to the IS/MND. The following will be completed by Fehr & Peers for the transportation evaluation: Finalize Analysis Methods and Assumptions. As discussed in the aesthetics section, the project site is in an TPA. The City of Cupertino developed methods and significance thresholds for analyzing VMT under CEQA. Based on the City’s adopted thresholds, the proposed project is in a high-quality transit corridor and would not require a VMT analysis. As part of this initial task, Fehr & Peers will document this assumption and justification based on their understanding of the City’s guidelines. Fehr & Peers will also confirm analysis methods and assumptions for the site access and circulation analysis. May 4, 2021 | Page 9 The site’s net-new trip generation will include estimates of the new project trip generation and a credit for the existing buildings on-site. The trip credit for existing uses and proposed uses will be determined as using trip generation rates developed for the Apple Campus 2 Project Environmental Impact Report (2012). These trip generation rates consider Apple’s robust Transportation Demand Management (TDM) program for its employees, including strategies such as an extensive employee shuttle network, intercampus bicycle sharing, and onsite amenities that reduce the need for midday trips. Fehr & Peers will develop vehicle trip distribution and trip assignment for the proposed project using standard engineering practices. Fehr & Peers will present their analysis methods and assumptions in a draft technical memorandum for review by City staff. This task assumes two Fehr & Peers staff will participate in one conference call to discuss the draft memorandum. Fehr & Peers will then update the memo to document the final methods and assumptions to be used in this analysis. VMT Analysis. As described above, Fehr & Peers will prepare a memorandum documenting the City’s screening criteria and the extent to which the project meets the criteria. Impact Analysis. Once the VMT screening evaluation is complete, Fehr & Peers will identify the project’s transportation impacts. Fehr & Peers will determine impacts based on the CEQA Guidelines: •Plan Conflicts Evaluation. The plan conflict analysis will include a qualitative review of the applicable City of Cupertino goals, policies, standards, and adopted plans, and congestion management agency policies and other jurisdiction plans that have been adopted for the purpose of avoiding or mitigating an environmental effect. •Transit, Bicycle, and Pedestrian Impacts and Mitigations. Fehr & Peers will conduct a qualitative assessment of the potential effects of this project on transit, bicycle, and pedestrian facilities. The evaluation will assess whether the project would interfere with transit service operations or access to transit and impede or otherwise negatively affect bicycle or pedestrian facilities. •Safety and Hazard Assessment. Fehr & Peers will evaluate whether the proposed project would substantially increase hazards due to a proposed geometric design, including reviewing the new driveway and recommending design standards and best practices. •Emergency Vehicle Access. Fehr & Peers will prepare a qualitative assessment of emergency access and response times. To the extent possible Fehr & Peers will rely on the City of Cupertino Emergency Response Plan to describe emergency response performance measures and remedial actions should response times not be met. ii.Multimodal Site Access and On-Site Circulation Fehr & Peers will evaluate the proposed project’s multimodal site access and circulation, including the following tasks. Data Collection. Fehr & Peers anticipates that the study area will focus on the major intersections and facilities near the project site. Data collection used for the CEQA analysis will be provided by Fehr & Peers under a separate level-of-service analysis scope and fee, and therefore, the cost estimates for this task have not been included in this scope of work. Data requirements for the study area are listed below: May 4, 2021 | Page 10 •Recent historical morning (7:00 to 9:00 a.m.) and evening (4:00 to 6:00 p.m.) peak period intersection counts (including pedestrian, bicycle, and vehicular turning movement volumes). This scope assumes that all counts will be provided by the City. See COVID note below. •Existing and planned roadway geometries and traffic controls. •Existing and planned transit service and facility descriptions. •Existing and planned pedestrian and bicycle facility descriptions. •List of approved and pending development projects to account for local growth in the area. COVID-19 Note: The intersection counts that will be used for this analysis were collected prior to the voluntary shelter-in-place polices implemented by several large technology firms beginning the first week in March 2020 and the formal shelter-in-place order issued by Santa Clara County Public Health Department on March 16, 2020 to slow the spread of COVID-19. Looking ahead, these changes in travel patterns are likely to prevail for many months. This scope assumes no recent counts are available for the study intersections and that StreetLight© data will be used to develop intersection counts. The physical characteristics of the roadways within the study area will be reviewed to identify existing roadway cross-sections, intersection lane configurations, and traffic control devices. Field visits are currently prohibited by the County of Santa Clara’s shelter-in-place order for COVID-19. If field visits are permitted when this analysis begins, surrounding land uses, and the locations of pedestrian, bicycle, and transit facilities will also be observed during the field visits. Otherwise we will rely on past field observations in the study area and aerial photography. Existing Conditions. Fehr & Peers will document existing roadway, transit service, bicycle facilities, and pedestrian facilities within the study area, focusing on the general quality of service (such as sidewalk completeness and width, gaps in bicycle facilities, and frequency of transit service) based on field observations and an evaluation of transit schedules. Site Access and Circulation Evaluation. Fehr & Peers will review the site plan for the following items: •Site access and interface with roadway network, including lane configurations, allowable movements and operations, and queuing; •Vehicular circulation within and adjacent to the site; •Parking layout and circulation within the site; •Pedestrian access and circulation within and adjacent to the site; •Bicycle access and circulation within and adjacent to the site; •Pedestrian access to and from transit stops; and •Transit connections to/from the project site. This review will also include a review of the parking circulation. Utilities and Service Systems The project site would be furnished with sanitary sewer, potable water, electricity, telephone, data, and cable television services. PlaceWorks will evaluate potential impacts related to wastewater treatment and water supply infrastructure, stormwater infrastructure, solid waste disposal, and energy conservation. This section will focus on the mitigation measures from the General Plan EIR addressing the capacity of the existing infrastructure to serve the proposed project and if not, the needs and potential impacts associated with expanding service. This section will also rely on the data provided on the applicant-prepared utility and stormwater control plans to prepare the utilities analysis for the IS/MND. Upon our understanding of the proposed project and project site, underground utilities would be installed within the limits of the project site and connect to existing infrastructure. May 4, 2021 | Page 11 Deliverables: »One (1) copy of the Administrative Draft and Final Project Description in Word and PDF format »One (1) copy of the Administrative Draft Environmental Checklist in Word and PDF format and technical appendices in PDF format Mitigated Negative Declaration Option 1.Mitigated Negative Declaration If it is determined that potential impacts from construction or operation of the proposed project can be avoided through changes to the project or mitigated to less-than-significant levels in accordance with CEQA Guidelines Section 15070, an MND form will be completed. PlaceWorks will prepare Screencheck Draft version of the Initial Study responding to City comments on the Administrative Draft document described in Task B.2 and a Public Review Draft pursuant to any minor City comments on the Screencheck Draft. If it is determined through the Initial Study analysis that an exemption applies to the proposed project or alternatively an impact cannot be reduced to a less-than-significant level, a contract modification will be required and we will prepare either a Notice of Exemption or an Environmental Impact Report. If an EIR were determined to be requires, we will leverage the analysis prepared in the Initial Study task to prepare a focused EIR specific to the significant and unavoidable impact identified. 2.Mitigation Monitoring or Reporting Program Concurrent with the preparation of the IS/MND, we will prepare a Mitigation Monitoring or Reporting Program (MMRP) for the mitigation measures included in the IS/MND pursuant to the City’s policies and procedures. The MMRP, shown in tabular form, will identify responsibility for implementing and monitoring each mitigation measure, along with monitoring triggers and reporting frequencies. 3.Notice of Intent PlaceWorks will draft a Notice of Intent (NOI) of an MND pursuant to CEQA Guidelines, Section 15072. PlaceWorks will work together with the City to prepare a master distribution list. PlaceWorks staff will be responsible for circulation to the State Clearinghouse, and mailings to local, regional, and state agencies. City staff will be responsible for local noticing. Deliverables: »One (1) copy of the Screencheck Draft and Public Review Draft of the IS/MND in Word and PDF format. Technical appendices will be provided in PDF format. »One (1) copy of the Administrative Draft and Public Review Drafts of the NOI and MMRP in Word and PDF format. »If printed copies are requested, we have included fees to print up to twenty (20) hard copies of the IS/MND. No copies of the technical appendices will be printed but it assumed they will be posted to the City’s website. The IS/MND will include a link to the location where the appendices can be reviewed. One (1) copy of the Public Review Drafts of the NOI, IS/MND, and MMRP in Word and PDF Format will also be provided. »Electronic copies of the NOI, IS/MND, and MMRP will be submitted to the State Clearinghouse. May 4, 2021 | Page 12 4.Public Review and Response to Comments A maximum 30-day public review period will be required under CEQA if the notification of a State Agency(s) is determined to be necessary. During this period, Terri McCracken and/or Jacqueline Protsman of PlaceWorks will participate one (1) public meeting (Environmental Review Committee) to present the conclusions of the IS/MND and receive comments on the document. Following the close of the public review period, PlaceWorks will respond to substantive comments received on the IS/MND in a memorandum form. This scope of work includes 40 hours of staff time to respond to comments in an Administrative Draft Response to Comments Memorandum. If an unforeseen amount of time is required to address comments received on the IS/MND, a contract amendment will be required. We will prepare an Administrative Draft Response to Comments Memorandum for review by City staff. Based on City staff comments, we will complete revisions and deliver a Final Response to Comments Memorandum. Deliverables: »One (1) copy of the Administrative Draft Response to Comments Memorandum in Word and PDF format to the City »One (1) copy of the Final Response to Comments Memorandum in Word and PDF format to the City 5.Approval and Notice of Determination Terri McCracken and/or Jacqueline Protsman of PlaceWorks will attend two (2) public hearings (Planning Commission and City Council) on the approval of the proposed project and IS/MND. Within five (5) days of approval of the IS/MND, PlaceWorks will prepare a Notice of Determination (NOD) for submittal to the County Clerk. City staff will submit the NOD to the County Clerk and pay all applicable filing fees at the time of posting. Our budget does not include payment of any filing fees. Deliverables: »One (1) copy of the Notice of Determination (NOD) in Word and PDF format to the City »One (1) copy of the Final IS/MND in Word and PDF format to the City Schedule, Products, and Meetings SCHEDULE PlaceWorks staff will work with City staff to prepare a schedule upon receipt of the Notice to Proceed. As shown on Figure 1, Project Schedule, we anticipate that the IS/MND can be completed and approved within approximately six (6) months. PlaceWorks has a strong track record in meeting project schedules and coordinating closely with its clients. Over years of managing projects similar to the proposed project, we have developed a variety of tools and tactics to keep projects on schedule and ensure that staff is well informed at all times. We will maintain an up-to-date schedule throughout the project, to ensure that all team members are aware of upcoming meetings and product due dates. As detailed in Task A.2, we recommend regular status meetings and the use of project management tools including regularly maintained action item list and schedule to ensure clear communication between project team members and quick resolution of obstacles to progress. May 4, 2021 | Page 13 PRODUCTS The following products will be submitted to the City in fulfillment of our proposed scope of work: Revised Project Schedule Data Needs Memorandum Administrative Draft and Final Project Description Administrative, Screencheck Draft and Final NOI, IS/MND, and MMRP Administrative, Screencheck Draft and Final Response to Comments Memorandum Administrative Draft and Final Notice of Determination MEETINGS PlaceWorks will attend the following meetings in fulfillment of our proposed scope of work: Terri McCracken, Jacqueline Protsman and staff from Fehr & Peers will participate in one (1) kick-off meeting Terri McCracken and Jacqueline Protsman will participate in thirteen (13) regularly scheduled status meetings and staff from Fehr & Peers will participate in (3) status meetings Terri McCracken and staff from Fehr & Peers will attend one (1) Environmental Review Committee and one (1)Planning Commission meeting to present the conclusions of the IS/MND and receive comments on the document Terri McCracken and/or Jacqueline Protsman and staff from Fehr & Peers will attend one City Council hearing on the approval of the project and IS/MND Attendance at additional hearings will be billed on a time and materials basis with an estimated cost of $800 per meeting. Cost Estimate As shown in Table 2, the estimated cost to complete the scope of work, including the technical analysis for air quality, GHG emissions, noise, and transportation is $116,374. The billing rates for each team member are included in Table 2. PlaceWorks bills for its work on a time-and-materials basis with monthly invoices. PlaceWorks recommends planning for a 10 percent contingency fund to cover any unforeseen out-of-scope work that might be necessary for the project. No contingency fund is included in the estimated totals above. ASSUMPTIONS This scope of work and cost estimate assumes that: Our cost estimate includes the meetings described above. Additional meetings would be billed on a time- and-materials basis. Terri McCracken will participate in all project meetings and other public meetings. No more than 30 hours of PlaceWorks staff time will be required to respond to comments on the Public Review Draft of the IS/MND. If additional labor is necessary, a contract amendment allowing additional work will be necessary. All products will be submitted to the City in PDF format, except for printed copies, if requested, that are specifically identified in Tables 2. This is an allowance only, based on the numbers of products and copies described above. If this allowance is exceeded, additional printing costs will be billed at PlaceWorks actual cost. City staff will be responsible for meeting logistics, including schedule coordination, document production, printing notices, mailing costs, room reservations, room set-up and take-down, and refreshments. Revised: April 30, 2020 – Services Agreements 1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s (“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement (“Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. As long as required by the operative Health Order or other Health Laws, these measures shall include, but are not limited to, the following: 1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to any project site or any work area to workers who are necessary to perform in-person work. Require non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. 2. Distancing. Where workers perform in-person work at a project site or a work area, prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception Revised: April 30, 2020 – Services Agreements 2 of any physical contact required for worker safety or to comply with safety Laws. Prohibit workers from sharing a vehicle. E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. 1229192.7 May 4, 2021 | Page 14 Figure 1 Schedule Table 2 Cost Estimate with Technical Analysis Owner Duration (weekdays) 4/5 4/12 4/19 4/26 5/3 5/10 5/17 5/24 5/31 6/7 6/14 6/21 6/28 7/5 7/12 7/19 7/26 8/2 8/9 8/16 8/23 8/30 9/6 9/13 9/20 9/27 10/4 10/11 10/18 10/25 City 1 City/PlaceWorks/Fehr & Peers 1  City/PlaceWorks 10  City/PlaceWorks 20 City/PlaceWorks 50 Transportation Impact Analysis City/Fehr & Peers 35 City/PlaceWorks 25 Environmental Review Committee Meeting City/PlaceWorks/Fehr & Peers 1  Response to Comments City/PlaceWorks/Fehr & Peers 25 Planning Commission and City Council Hearings City/PlaceWorks/Fehr & Peers 2  Notice of Determination City/PlaceWorks 1 Key: City PlaceWorks Fehr & Peers Public Review Period City Holidays Meetings/Hearings  Project Description 30-day Public Review Initial Study Task C. Mitigated Negative Declaration Mitigated Negative Declaration/Notice of Intent Task A. Project Initiation and Project Management Kick-Off Meeting Status Meetings Task B. CEQA Environmental Review Issue Notice to Proceed Task April May June July August September October McCracken Protsman Vermilion Clendening Vang Carman Fitzgerald Garcia Nguyen GRAPHICS TECH. EDITOR WP/ CLERICAL Associate Principal Project Manager AQ/GHG Principal Hazardous Materials Principle Senior Associate Senior Engineer Senior Engineer Associate Scientist Project Scientist Hourly Rate:$215 $145 $220 $195 $190 $200 $230 $140 $125 $115 $115 $115 TASK A. Project Initiation & Project Management 1 Kick-Off Meeting 2 4 6 $20 $1,030 $800 $80 $880 $1,910 2 Status Meetings 10 13 23 $81 $4,116 $2,600 $260 $2,860 $6,976 3 Project Management 16 20 36 $127 $6,467 $0 $0 $0 $6,467 Task A. Subtotal 28 37 0 0 0 0 0 0 0 0 0 0 65 $228 $11,613 $3,400 $340 $3,740 $15,353 TASK B. CEQA Environmental Review 1 Project Description 6 10 2 18 $59 $3,029 $0 $0 $0 $3,029 2 Initial Study 21 64 11 11 9 9 8 24 82 0 4 2 245 $760 $38,770 $28,200 $2,820 $31,020 $69,790 Task B. Subtotal 27 74 11 11 9 9 8 24 82 2 4 2 263 $819 $41,799 $28,200 $2,820 $31,020 $72,819 TASK C. Mitigated Negative Declaration 1 Mitigated Negative Declaration 12 36 2 1 2 2 1 2 3 2 2 65 $211 $10,771 $0 $0 $0 $10,771 2 Mitigation Monitoring or Reporting Program 2 4 6 $20 $1,030 $0 $0 $0 $1,030 3 Notice of Intent 1 4 5 $16 $811 $0 $0 $0 $811 4 Response to Comments (ERC Meeting) 16 22 1 1 1 1 42 $147 $7,502 $1,000 $100 $1,100 $8,602 5 Approval (Planning Commission & City Council Meetings) and NOD 6 8 1 15 $51 $2,616 $2,400 $240 $2,640 $5,256 Task C. Subtotal 37 74 3 1 3 3 1 2 3 2 0 4 133 $445 $22,730 $3,400 $340 $3,740 $26,470 Labor Hours Total 92 185 14 12 12 12 9 26 85 4 4 6 461 Labor Dollars Total $19,780 $26,825 $3,080 $2,340 $2,280 $2,400 $2,070 $3,640 $10,625 $460 $460 $690 $1,492 $76,142 $35,000 $38,500 $114,642 PlaceWorks Percent of Total Labor 20% 40% 3% 3% 3% 3% 2% 6% 18% 1% 1% 1% EXPENSES PlaceWorks Reimbursable Expenses $1,732 Subconsultants' Reimbursable Expenses $0 EXPENSES TOTAL $1,732 GRAND TOTAL $116,374 Fehr & PeersPLACEWORKS Subconsultant Total Total Task Budget PlaceWorks Hours PlaceWorks Total Transportation PlaceWorks 2% Office Expenses 10% Subconsultant Markup Exhibits B & C May 4, 2021 | Page 15 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 me. Respectfully submitted, PlaceWorks Steve Noack Principal May 4, 2021 | Page 16 This page intentionally left blank. Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Form Updated Sept. 2019 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 $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. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Sept. 2019 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY C 5,000,000 EPK131438 Rosalynda Martinez 5,000,000 LOS-002212059-23 1,000,000 4,000,000 X 25682 4,000,000 of Marsh Risk & Insurance Services Irvine, CA 92614 N X Comp/Coll Deductibles BI & PD Ded. $5,000 07/01/2020 3 07/01/2021 07/01/2020 07/01/2021 BA1N96406A20CAG Errors & Omissions-Claims Made C 5,000,000 5,000,000 25674 Travelers Indemnity Company of Connecticut 1,000,000 X A X Liability. Waiver of subrogation is applicable where required by written contract with respect to General and Auto Liability. 1,000 X 06/22/2020 07/01/2020 5,000,000 Re: IS/MND Cupertino CA The City of Cupertino, its city council, boards and commissioners, officers, employees, and volunteers are included as additional insured where required by written contract with respect to General and Auto Liability. X Contractors Pollution Cupertino, CA 95014 City of Cupertino This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract with respect to General X A Travelers Property Casualty Company Of America CN115158923-01-01-20-21 Each Claim/Aggregate 5,000 07/01/2021 1,000,000 EX6J3287562014 Retro Dates: See 2nd Page 5,000,000 44520 50,000 1,000,000 07/01/2021 UB7K7286762014G 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 EPK131438 07/01/2020 10300 Toree Ave. X X 07/01/2020 B X 07/01/2021 Crum & Forster Specialty Insurance Co X Prepare an IS/MND for 19191 Vallco Parkway Office Project Final Audit Report 2021-06-09 Created:2021-05-28 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAA_9E7Tg4Z6yA6zEpe7XuQeLy0lniCL-w5 "Prepare an IS/MND for 19191 Vallco Parkway Office Project" Hi story Document created by City of Cupertino (webmaster@cupertino.org) 2021-05-28 - 10:32:49 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-05-28 - 10:35:26 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-06-02 - 1:26:34 AM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Steve Noack (snoack@placeworks.com) for signature 2021-06-02 - 1:26:36 AM GMT Email viewed by Steve Noack (snoack@placeworks.com) 2021-06-02 - 12:57:22 PM GMT- IP address: 162.235.136.128 Document e-signed by Steve Noack (snoack@placeworks.com) Signature Date: 2021-06-02 - 12:58:01 PM GMT - Time Source: server- IP address: 162.235.136.128 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2021-06-02 - 12:58:04 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2021-06-03 - 4:26:41 PM GMT- IP address: 104.143.198.237 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2021-06-03 - 4:27:02 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2021-06-03 - 4:27:04 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2021-06-09 - 2:32:33 AM GMT- IP address: 104.47.73.126 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2021-06-09 - 2:32:58 AM GMT - Time Source: server- IP address: 24.130.171.172 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-06-09 - 2:33:00 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2021-06-09 - 2:41:22 AM GMT- IP address: 104.47.73.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-06-09 - 2:41:31 AM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2021-06-09 - 2:41:31 AM GMT