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21-075 Placeworks, Inc., 1655 S. De Anza Blvd.
1655 S De Anza Blvd Page 1 of 9 Professional/Consulting Contracts /Version: June 2021 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 1655 S De Anza Blvd, 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 $73,610.00 (“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 1655 S De Anza Blvd Page 2 of 9 Professional/Consulting Contracts /Version: June 2021 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 t ime 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. 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. 1655 S De Anza Blvd Page 3 of 9 Professional/Consulting Contracts /Version: June 2021 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 separa te from other records and must be maintained for four (4) years from the date of City’s final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest 1655 S De Anza Blvd Page 4 of 9 Professional/Consulting Contracts /Version: June 2021 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, dur ing the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 1655 S De Anza Blvd Page 5 of 9 Professional/Consulting Contracts /Version: June 2021 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 o r 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 Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of 1655 S De Anza Blvd Page 6 of 9 Professional/Consulting Contracts /Version: June 2021 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 Erick Serrano as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and per formance 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 Allison Dagg as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 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. 1655 S De Anza Blvd Page 7 of 9 Professional/Consulting Contracts /Version: June 2021 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 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. 1655 S De Anza Blvd Page 8 of 9 Professional/Consulting Contracts /Version: June 2021 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: Erick Serrano Email: ErickS@cupertino.org To Contractor: Placeworks, Inc. 3 Macarthur Pl, Ste. 1100 Santa Ana, CA 92707 Attention: Allison Dagg Email: adagg@placeworks.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. 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 Terri McCracken Associate Principal Jul 14, 2021 Terri McCracken Jul 16, 2021 Director of Community Development Benjamin Fu 1655 S De Anza Blvd Page 9 of 9 Professional/Consulting Contracts /Version: June 2021 APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Heather M. Minner Jul 16, 2021 June 1, 2021 | Page 1 June 1, 2021 Erick Serrano, Senior Planner City of Cupertino Planning Department 10300 Torre Avenue Cupertino, CA 95014 Re: Proposal to Prepare a Notice of Exemption or a Mitigated Negative Declaration for the 1655 South De Anza Boulevard Mixed-Use Project Dear Mr. Serrano: Please accept the attached submittal as PlaceWorks’ proposal to prepare the CEQA documentation for the 1655 South De Anza Boulevard Mixed-Use Project for the City of Cupertino. This proposal was prepared in response to your e-mail request for proposal (RFP) on May 21, 2020 and updated based on revised site plans received March 24, 2021. This scope of work has been revised to include a quantitative analysis of vehicle-miles traveled (VMT) as well as an option to prepare a Notice of Exemption (NOE) and an Initial Study to support a Mitigated Negative Declaration (MND). PROJECT UNDERSTANDING The City received an application from Ronsdale Management for the construction of multi- family and townhome residential units with commercial space located at 1655 South De Anza Boulevard. The 1.69-acre site is assigned Assessor Parcel Numbers (APNs) 326-10-126 and 366- 10-061. The General Plan land use designation is Commercial/Office/Residential and the Zoning district is Planned Development with General Commercial with Residential (P(CG,RES)). Existing regulations allow up to 15 dwelling units per acre. The project site is surrounded by the Cupertino Corporate Center to the north; South De Anza Boulevard and commercial uses to the west; Valero gas station and Blue Hills Medical Offices to the south; and single-family residences to the east. According to the Phase 1 ESA prepared for the project site, the existing site consists of a one- story 11,648 square-foot commercial building occupied by Coach House Wine & Spirits, Kikusushi, Van’s Nail Spa, Hair Perfection, and KML Pharmacy. The commercial building has been occupied by various retail stores, offices, restaurants, and salons from at least 1962. The remaining project site currently includes a parking lot associated with the commercial uses and ornamental landscaping along the edge of the property and on the southern portion of the building. The proposed project would include demolishing of the existing 11,648 square-foot commercial building, and the construction of 34 residential units, with a density bonus applied where 25 units are permitted, and approximately 8,000 square feet of publicly accessible commercial space. The residential units would consist of 11 three-story townhomes located on the western edge of the project site and a three-story multi-family residential building with 23 units and a ground floor parking garage. The commercial space would be located along South Exhibit A June 1, 2021 | Page 2 De Anza Boulevard on the ground floor of the multi-family residential building. The proposed project would also provide approximately 6,385 square feet of common open space, 10,823 square feet of private open space, 28 bicycle parking spaces, and 99 parking spaces for both the residential and commercial uses. For the purpose of this scope of work, we assume the proposed project would result in 19 net new daily trips, 5 net AM (morning) peak hour trips, and 2 net new PM (evening) peak hour trips using the “mid-rise” housing land use category as shown in Table 1 below. TABLE 1 EXISTING AND PROPOSED VEHICULAR TRIP GENERATION BASED ON ITE RATES Land Use Size Average Daily Trip a, b AM Peak Hour c PM Peak Hour c Proposed Uses Multi-Family Units 34 units 185 12 15 15% Internal Capture d (28) (2) (2) Commercial Space 8,000 sf 302 8 30 15% Internal Capture d (28) (2) (2) Retail Pass-By Reduction (17%Daily/0%AM/34%PM) e (47) 0 (10) Total Proposed 384 16 31 Existing Uses Commercial Space 11,648 sf 440 11 44 Retail Pass-By Reduction (17%daily/0%AM/34%PM) (75) (0) (15) Total Existing 365 11 29 Difference/Net Daily Trips 19 5 2 Notes: sf = square feet a. Trip generation based on average rates contained in the ITE Trip Generation Manual, 10th Edition, for Multifamily Housing Mid-Rise (Land Use 221) located in a General Urban/Suburban setting. Trip generation based on average rates contained in the ITE Trip Generation Manual, 10th Edition, for Shopping Center (Land Use 820). Rates are expressed in trips per 1,000 sf. b. Daily rates = 5.44 trips per residential unit and 37.75 trips per 1,000 sf commercial space c. AM Peak Hour Trip Rates = 0.36 per residential unit and 0.94 per 1,000 sf for commercial space; PM Peak Hour Trip Rates = 0.44 per residential unit and 3.81 per 1,000 sf for commercial space. d. A 15% residential/retail mixed-use trip reduction was applied to the project per the 2014 Santa Clara VTA TIA Guidelines. The 15% reduction was first applied to the smaller of the two generators (residential). The same number of trips were subtracted from the larger of the two generators (commercial) to account for both trip ends. e. PM peak hour pass-by trip reduction based on ITE Trip Generation Handbook (Third Edition). There is no AM peak hour pass-by trip reduction for these land uses. Daily pass-by trip reduction percentage of 17% assumed to be average of AM (0%) and PM (34%) pass-by reduction. Source: Institute of Transportation Engineers (ITE) Trip Generation Manual 10th Edition (2017); City of Cupertino, Hexagon, 2021. Scope of Wor k Task A. Project Initiation 1.Project Kickoff and Project Description The PlaceWorks team will participate in a kick-off meeting with the City to review the scope of work, available information, schedule, and work products. This scope of work assumes this June 1, 2021 | Page 3 meeting will be conducted as a conference call. Following the kick-off meeting, PlaceWorks will prepare a detailed, yet brief, project description of the proposed mixed-use project. 2.VMT Analysis As part of the PlaceWorks team, Hexagon Transportation Consultants, Inc. (Hexagon), will prepare a VMT analysis based on the City’s new VMT policy based on the Senate Bill (SB) 743 that was adopted on February 16, 2021. The VMT analysis prepared for the project will be conducted according to the City’s Ordinance No. 21- 2223, which outlines the methodology for analyzing a project’s VMT impact. This scope of work assumes the following for the mixed-use project: Retail Component: Based on the screening criteria for local-serving retail development, the retail component of the project is expected to result in a less than significant VMT impact since it would be less than 50,000 square feet in size. Therefore, the retail component of the project is assumed to be exempt from preparing a VMT analysis. Residential Component: The residential component of the project does not screen out. Thus, the VMT will be analyzed for the residential component of the project using the trip generation estimates provided in Table 1, Existing and Proposed Vehicular Trip Generation Based on ITE Rates, shown above. The total project generated VMT and the project’s effect on VMT will be evaluated. The project VMT will be compared to the City’s significance thresholds. The total project generated VMT estimates for Existing and Existing Plus Project conditions will be calculated. The project’s effect on VMT evaluates the change in total on- road vehicle travel within a geographic area boundary before and after the project is built. Hexagon will summarize their findings in a draft memorandum for review and approval by the City prior to the start of the technical evaluation described in Task B. Hexagon will respond to up to two rounds of comments from the City on the draft memo. However, their fee does not include attendance at meetings. 3.Project Management and Status Meetings Terri McCracken, Principal-in-Charge, will oversee all aspects of the project. She will participate in all meetings and review all drafts of the IS/MND. Allison Dagg, 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. 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. June 1, 2021 | Page 4 Because the selection of the CEQA document will depend on the outcome of the VMT analysis, we have presented two options for the proposed project’s CEQA-compliant documentation in Task B (NOE or MND). Early in the process and following the completion of the VMT analysis, we propose that one of the status meeting be dedicated to determining the appropriate CEQA document as described in Task B. Task B. Notice of Exemption Option 1.Notice of Exemption Based on our understanding of the project to date, the CEQA Guidelines Section 15332, Class 32 (In-Fill Development Projects), is appropriate. As required by CEQA Guidelines Section 15332, the NOE will demonstrate how the proposed project would not result in any significant effects relating to biological resources, traffic, noise, air quality, or water quality. While the proposed mixed-use project would not result in a change in the permitted land uses, and operational impacts are not anticipated, due to the close proximity to the adjacent residences to the west, technical analysis is recommended to demonstrate construction impacts to sensitive receptors related to noise and air quality would not occur. An assessment of temporary noise and vibration impacts during demolition, site preparation, grading, building construction, and paving activities will be conducted with the Federal Highway Administration Roadway Construction Noise Model using scheduling, equipment mix, and hauling information (as provided by the applicant). The results of construction noise modeling will be compared to City thresholds. Vibration impacts will be assessed per criteria included in the Federal Transportation Authority’s guidelines on noise and vibration impact assessment. Traffic volumes with the proposed project are anticipated to slightly increase as shown in Table 1, Existing and Proposed Vehicular Trip Generation Based on ITE Rates, when compared to existing conditions and, therefore, traffic noise will be addressed qualitatively. Stationary noise sources such as heating, ventilation, and air conditioning equipment will also be addressed. Noise and vibration minimization measures will be recommended, as appropriate, to reduce the possibility of adverse community reaction to the proposed project. PlaceWorks will prepare an air quality, health risk, and greenhouse gas (GHG) emissions technical memorandum to evaluate the potential construction and operational impacts of the proposed project. The analysis will be consistent with the current methodology of the Bay Area Air Quality Management District’s (BAAQMD) CEQA Guidelines. Modeling of criteria air pollutant emissions and GHG emissions will be conducted using the latest California Emissions Estimator Model (CalEEMod). PlaceWorks will compile an emissions inventory and forecast for the proposed project associated with its construction and operation and determine the overall net change in emissions compared to existing conditions. We will also describe potential carbon monoxide and odor impacts qualitatively. PlaceWorks will conduct a construction health risk assessment to evaluate potential health risk to nearby sensitive receptors from construction of the proposed project. In addition, the GHG analysis will include a discussion on the California Air Resources Board Climate Change Scoping Plan and the Association of Bay Area Governments/Metropolitan Transportation Commission regional transportation plan/sustainable communities strategy (Plan Bay Area 2040). PlaceWorks will review project June 1, 2021 | Page 5 consistency with these state and regional GHG reduction plans in addition to the City of Cupertino adopted Climate Action Plan. Transportation impacts will be summarized based on the VMT analysis prepared by Hexagon in Task A.2, VMT Analysis. The results of each technical analyses will be compiled into a technical memorandum and model outputs will be included as an appendix. Measures to reduce potential impacts will be incorporated as Conditions of Approval, as needed, to reduce potentially significant impacts of the project. We understand the proposed project will generate slightly more trips than existing conditions. PlaceWorks will prepare a qualitative discussion to demonstrate impacts will not be significant similar to other recent redevelopment projects in Cupertino. Using the results of the air quality, noise, and transportation analysis, PlaceWorks will prepare an NOE pursuant to CEQA Guidelines Section 15062 (Notice of Exemption) that identifies the applicable exemption(s) and describes why the “exceptions” to the categorical exemptions analysis per CEQA Guidelines Section 15300.2 (Exceptions) do not apply. The NOE will be submitted to the City for review, as follows: One (1) copy of an Administrative Draft NOE to the City for review in Word and PDF format. Staff will provide PlaceWorks with comments on the Administrative Draft NOE. One (1) copy of a revised, second draft “Screencheck” in Word and PDF format. PlaceWorks assumes that a minimal level of effort, not exceeding four hours, would be required to respond to any comments from the City on the Screencheck Draft NOE. Following approval of the Screencheck, PlaceWorks will provide the City with one (1) the Final NOE in Word and PDF format. 2.Approval Hearings Our scope of work allows for PlaceWorks to participate in up to three (3) hearings on the NOE as requested by the City. Our scope of work assumes that City staff will be responsible for overseeing the filing of the NOE with the County Clerk following the approval of the proposed project. Task B. Mitigated Negative Declaration Option If it is determined from the VMT analysis (Task A.2) that potential impacts require changes to the project or mitigation measures to reduce impacts to a less-than-significant level, PlaceWorks will prepare a Mitigated Negative Declaration. 1.Initial Study/Mitigated Negative Declaration Using the City-approved Project Description, PlaceWorks will prepare the environmental checklist that documents existing conditions, project impacts (if any), and mitigation measures (if required), as well as the resulting level of significance for potential impacts under each of the topical areas required under CEQA. CEQA permits the exclusion of environmental issues on June 1, 2021 | Page 6 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 wildfire1 will be briefly addressed and dismissed from detailed analysis in the IS/MND. In keeping with the requirements of the CEQA, the Environmental Checklist will include a detailed analysis to determine the environmental impacts of the following resource categories: Aesthetics Air Quality Biological Resources Cultural and Tribal Cultural Resources Energy Geology and Soils Greenhouse Gas Emissions Hazards and Hazardous Materials Hydrology and Water Quality Land Use and Planning Noise and Vibration Population and Housing Public Services and Recreation Transportation Utilities and Service Systems If it is determined that potential impacts from construction or operation of the proposed project can be avoided through changes to the project or mitigated to less-than-significant levels in accordance with CEQA Guidelines Section 15070, an MND form will be completed. PlaceWorks will prepare a Screencheck Draft version of the Initial Study responding to City comments on the Administrative Draft document and a Public Review Draft pursuant to any minor City comments on the Screencheck Draft. If it is determined through the Initia l Study analysis that an impact cannot be reduced to a less-than-significant level, a contract modification will be required, and we will prepare an Environmental Impact Report. If an EIR were determined to be required, we will leverage the analysis prepared in the Initial Study task to prepare a focused EIR specific to the significant and unavoidable impact identified. 2.Mitigation Monitoring or Reporting Program Concurrent with the preparation of the IS/MND, we will prepare a Mitigation Monitoring or Reporting Program (MMRP) for the mitigation measures included in the IS/MND pursuant to the City’s policies and procedures. The MMRP, shown in tabular form, will identify responsibility for implementing and monitoring each mitigation measure, along with monitoring triggers and reporting frequencies. 3.Notice of Intent PlaceWorks will draft a Notice of Intent (NOI) of an MND pursuant to CEQA Guidelines, Section 15072. PlaceWorks will work together with the City to prepare a master distribution list. 1 The project site is located within a Local Responsibility Area and is not in a Wildfire Urban Interface area. June 1, 2021 | Page 7 PlaceWorks staff will be responsible for circulation to the State Clearinghouse, and mailings to local, regional, and state agencies, if applicable. City staff will be responsible for local noticing. Deliverables: » One (1) copy of the Screencheck Draft and Public Review Draft of the IS/MND in Word and PDF format. Technical appendices will be provided in PDF format. » One (1) copy of the Administrative Draft and Public Review Drafts of the NOI and MMRP in Word and PDF format. 4. Public Review and Response to Comments A maximum 30-day public review period will be required under CEQA if the notification of a State Agency(s) is determined to be necessary, otherwise a 20-day public review period will be adequate. During this period, Terri McCracken and/or Allison Dagg 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 Allison Dagg of PlaceWorks will attend two (2) public hearings (Planning Commission and City Council) on the approval of the proposed project and IS/MND. Within five (5) days of approval of the project, PlaceWorks will prepare a Notice of Determination (NOD) for submittal to the 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 June 1, 2021 | Page 8 »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 is 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. Schedule Our proposed schedules shown in Table 1 illustrate the timeline for the two options, which include two-week review periods for the City at each submittal phase. We believe these schedule options are in keeping with your needs, but we are happy to revise them if necessary. Notice of Exemption O ption We anticipate that the NOE can be completed and filed within 5 months of receiving Notice to Proceed from the City depending on the timing of approval hearings scheduled by the City. Mitigated Negative Declaration Option We anticipate that the MND can be completed and the Notice of Determination can be filed within 7 months of receiving Notice to Proceed from the City depending on the timing of approval hearings scheduled by the City. The additional time for the MND accounts for the 20- to 30-day public comment period and responding to any comments received on the MND. COST ESTIMATE As shown in Table 2, the estimated cost to complete the scope of work options described in this proposal are $45,859 for the NOE Option and $73,610 for the MND Option. Each fee estimate includes a 10 percent contingency fund to cover any unforeseen, out-of-scope work that might be necessary for the project, including attending in-person hearings if the current shelter-in-place conditions change. The PlaceWorks team will complete either option presented in this scope of work for a fixed fee not to exceed this amount. PlaceWorks bills for its work on a time-and-materials basis with monthly invoices. 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 June 1, 2021 | Page 9 Figure 1 Schedule Options Owner Duration (days) City 1 City/PlaceWorks 10 VMT Analysis Hexagon 15 Project Management and Status Meetings City/PlaceWorks 1 City/PlaceWorks 25 City/PlaceWorks 15 PlaceWorks 2 Approval Hearings City/PlaceWorks 3 Initial Study/Mitigated Negative Declaration/Notice of Intent City/PlaceWorks 25 30-day Public Review PlaceWorks 30 Environmental Review Committee Meeting 1 Response to Comments City/PlaceWorks 20 Approval Hearings and NOD City/PlaceWorks 2 Key: City PlaceWorks Hexagon Meetings and Hearings Review Periods Screencheck Draft NOE Final NOE Task B. Mitigated Negative Declaration Option Task A. Project Initiation Kick-Off Meeting and Project Description Administrative Draft NOE Task Issue Notice to Proceed Task B. Notice of Exemption Option 6 Month 1 2 3 4 5 7 Exhibit B June 1, 2021 | Page 10 Figure 2 Cost Estimate Options McCracken Dagg Vang Bush Carman Garcia Nguyen WP/ CLERICAL Hexagon Associate Principal Associate Senior Associate Senior Engineer Senior Associate Associate Scientist Project Planner Hourly Rate:$215 $140 $190 $175 $200 $140 $125 $115 TASK A. Project Initiation 1 Kick-Off Meeting & Project Description 4 6 10 $34 $1,734 0 $0 $0 $1,734 2 VMT Analysis 0 $0 $0 $5,000 $500 $5,500 $5,500 3 Project Management & Status Meetings 8 8 16 $57 $2,897 0 $0 $0 $2,897 Task A. Subtotal 12 14 0 0 0 0 0 0 26 $91 $4,631 $5,000 $500 $5,500 $10,131 TASK B. Notice of Exemption Option 1 Administrative Draft NOE 11 24 14 10 9 18 66 2 154 $459 $23,394 0 $0 $0 $23,394 2 Screencheck Draft NOE 6 10 2 1 1 2 4 1 27 $87 $4,427 0 $0 $0 $4,427 3 Final NOE 2 4 1 7 $22 $1,127 0 $0 $0 $1,127 4 Approval Hearings 6 6 12 $43 $2,173 0 $0 $0 $2,173 Task B. (NOE) Subtotal 25 44 16 11 10 20 70 4 200 $611 $31,121 $0 $0 $0 $31,121 TASK B. Mitigated Negative Declaration Option 1 Initial Study/Mitigated Negative Declaration 33 100 14 10 9 18 66 2 252 $766 $39,071 0 $0 $0 $39,071 2 Mitigation Monitoring or Reporting Program 2 4 2 8 $24 $1,244 0 $0 $0 $1,244 3 Notice of Intent 1 4 5 $16 $791 0 $0 $0 $791 4 Response to Comments 16 22 2 4 2 4 4 2 56 $186 $9,476 0 $0 $0 $9,476 5 Approval Hearings and NOD 6 8 14 $48 $2,458 0 $0 $0 $2,458 Task B. (MND) Subtotal 64 144 16 14 11 22 70 6 347 $1,083 $55,213 $0 $0 $0 $55,213 NOE Option Labor Hours Total 37 58 16 11 10 20 70 4 226 MND Option Labor Hours Total 76 158 16 14 11 22 70 6 373 NOE Option Labor Dollars Total $7,955 $8,120 $3,040 $1,925 $2,000 $2,800 $8,750 $460 $702 $35,752 $5,000 $500 $5,500 $41,252 MND Option Labor Dollars Total $16,340 $22,120 $3,040 $2,450 $2,200 $3,080 $8,750 $690 $1,174 $59,844 $5,000 $500 $5,500 $65,344 PlaceWorks Percent of Total Labor 20%42%4%4%3%6%19%2% EXPENSES PlaceWorks Reimbursable Expenses $1,732 EXPENSES TOTAL $1,732 10% Contingency (NOE Option)$4,125 10% Contingency (MND Option)$6,534 GRAND TOTAL (NOE OPTION)$45,859 GRAND TOTAL (MND OPTION)$73,610 PLACEWORKS Subconsultan t Total Total Task Budget PlaceWorks Hours PlaceWorks Total SUBCONSULTANTS Transportation PlaceWorks 2% Office Expenses 10% Subconsultant Markup Exhibit C June 1, 2021 | Page 11 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. We assume that the City will approve the fee for the MND option as part of the contract with the understanding that if the NOE option is selected the applicable budget for the NOE will be applied. 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 Figure 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. ACKNOWLEDGEMENT This proposal shall remain valid for a period of 90 days from the time of submittal. As Associate Principal, I am authorized to bind PlaceWorks and the project team to the contents of this proposal. We look forward to working with you to bring about the successful completion of this project. If you have any questions regarding the contents of this proposal, please feel free to contact me. Respectfully submitted, PLACEWORKS Terri McCracken Associate Principal June 1, 2021 | Page 12 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 B 5,000,000 EPK135992 Rosalynda Martinez 5,000,000 LOS-002212059-25 1,000,000 4,000,000 X 25674 4,000,000 of Marsh Risk & Insurance Services Irvine, CA 92614 N X Comp/Coll Deductibles BI & PD Ded. $5,000 07/01/2021 3 07/01/2022 07/01/2021 07/01/2022 BA1N96406A2143G Errors & Omissions-Claims Made B 5,000,000 5,000,000 Travelers Property Casualty Co. Of America 1,000,000 X A X Liability. Waiver of subrogation is applicable where required by written contract with respect to General and Auto Liability. 1,000 X 06/23/2021 07/01/2021 5,000,000 Re: IS/MND Cupertino CA The City of Cupertino, its city council, boards and commissioners, officers, employees, and volunteers are included as additional insured where required by written contract with respect to General and Auto Liability. X Contractors Pollution Cupertino, CA 95014 City of Cupertino This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract with respect to General X A CN115158923-01-01-21-22 Each Claim/Aggregate 5,000 07/01/2022 1,000,000 EX6J3287562143 Retro Dates: See 2nd Page 5,000,000 44520 50,000 1,000,000 07/01/2022 UB7K7286762143G 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 EPK135992 07/01/2021 10300 Toree Ave. X X 07/01/2021 B X 07/01/2022 Crum & Forster Specialty Insurance Co X 1655 S De Anza Blvd Final Audit Report 2021-07-16 Created:2021-07-13 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAHU4n2ejq-MckvncnQVTUEfhymCFfE4sA "1655 S De Anza Blvd" History Document created by City of Cupertino (webmaster@cupertino.org) 2021-07-13 - 4:29:56 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2021-07-13 - 4:32:11 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2021-07-14 - 7:36:09 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Terri McCracken (tmccracken@placeworks.com) for signature 2021-07-14 - 7:36:12 PM GMT Email viewed by Terri McCracken (tmccracken@placeworks.com) 2021-07-14 - 8:18:32 PM GMT- IP address: 24.7.104.241 Document e-signed by Terri McCracken (tmccracken@placeworks.com) Signature Date: 2021-07-14 - 8:18:58 PM GMT - Time Source: server- IP address: 24.7.104.241 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2021-07-14 - 8:19:00 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2021-07-16 - 8:43:28 PM GMT- IP address: 104.143.198.79 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2021-07-16 - 8:43:55 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2021-07-16 - 8:43:57 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2021-07-16 - 9:09:27 PM GMT- IP address: 104.47.73.126 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2021-07-16 - 9:10:06 PM GMT - Time Source: server- IP address: 24.130.171.172 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2021-07-16 - 9:10:09 PM GMT Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2021-07-16 - 10:05:28 PM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2021-07-16 - 10:05:28 PM GMT