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25-106 Placeworks for CEQA Documentation for Infill Project for the Stevens Creek Office Center ProjectCEQA Documentation for Infill Project for the Stevens Creek Office Center Project Page 1 of 9 Professional/Consulting Contracts /Version: March 2025 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 CEQA Documentation for Infill Project for the Stevens Creek Office Center Project, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Contractor’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on November 30, 2025 (“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate department head or 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. CEQA Documentation for Infill Project for the Stevens Creek Office Center Project Page 2 of 9 Professional/Consulting Contracts /Version: March 2025 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 $94,815.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contrac tor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this CEQA Documentation for Infill Project for the Stevens Creek Office Center Project Page 3 of 9 Professional/Consulting Contracts /Version: March 2025 Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney’s fees incurred by City in connection with the above. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 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. CEQA Documentation for Infill Project for the Stevens Creek Office Center Project Page 4 of 9 Professional/Consulting Contracts /Version: March 2025 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (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 CEQA Documentation for Infill Project for the Stevens Creek Office Center Project Page 5 of 9 Professional/Consulting Contracts /Version: March 2025 of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4 Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, or a purchase order, or other transaction. 11.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6 This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 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. CEQA Documentation for Infill Project for the Stevens Creek Office Center Project Page 6 of 9 Professional/Consulting Contracts /Version: March 2025 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 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 Danielle Condit as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Terri McCracken as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be 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. CEQA Documentation for Infill Project for the Stevens Creek Office Center Project Page 7 of 9 Professional/Consulting Contracts /Version: March 2025 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 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. CEQA Documentation for Infill Project for the Stevens Creek Office Center Project Page 8 of 9 Professional/Consulting Contracts /Version: March 2025 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Danielle Condit Email: daniellec@cupertino.gov To Contractor: Placeworks, Inc. 2040 Bancroft Way, Suite 400 Berkeley, CA 94704 Attention: Terri McCracken Email: tmccracken@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. SIGNATURES CONTINUE ON THE FOLLOWING PAGE CEQA Documentation for Infill Project for the Stevens Creek Office Center Project Page 9 of 9 Professional/Consulting Contracts /Version: March 2025 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: MICHAEL K. WOO Senior Assistant City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Terri McCracken Principal 06/17/2025 Michael K Woo Benjamin Fu Benjamin Fu Director of Community Development 07/07/2025 Kirsten Squarcia 07/07/2025 April 4, 2025 | Page 1 Re: Proposal to Prepare the Required CEQA Documentation for the Infill Residential Project at 20807, 20813, 20823 and 20883 Stevens Creek Boulveard in Cupertino Dear Ms. Condit: Please accept this submittal as PlaceWorks’ proposal to prepare the required environmental review pursuant to the California Environmental Quality Act (CEQA) for the proposed infill residential project at 20807, 20813, 20823 and 20883 Stevens Creek Boulevard, herein referred to as the 20883 Stevens Creek Boulevard Infill Residential Project or proposed project, for the City of Cupertino. This proposal was prepared in response to your e-mail request for proposals on March 27, 2025. Pursuant to the request for proposals, we understand that the applicant-prepared technical reports will require third-party peer review. Accordingly, in addition to our own PlaceWorks experts in air quality, greenhouse gas emissions (GHG), energy, and noise, we have assembled a seasoned team comprised of Alan Kropp & Associates (geology and soils), Hexagon (transportation), Forget Me Not History (historic resources), and ECORP (biological and arborist resources) to provide third-party review for the technical reports in their areas of expertise. Understanding of the Project The City received an application for the construction of 66 small-lot single-family homes and 56 townhomes as 8-plex structures (seven buildings) at 20807, 20813, 20823 and 20883 Stevens Creek Boulevard. The proposed project would include removal of on-site trees and vegetation, the demolition of the existing buildings, and the construction of the residential buildings and associated infrastructure. The proposed project would include Density Bonus waivers and incentives and is vested Senate Bill 330 (Housing Crisis Act) application. A Tentative Map (TM-2024-006), Architectural and Site Approval (ASA-2024-011), Conditional Use Permit (U-2024-008), and Tree Removal Permit (TR-2024-033) are required for the proposed project. The project site consists of multiple parcels assigned Assessor Parcel Numbers 326-32-050, 326-32-051, 326-32-052, and 326-32-053, totaling 6.93 acres. The General Plan land use designations are Commercial/Residential High/Very High Density and Commercial/Office/Residential. The Zoning District is Planned Development with General Commercial with Residential (P(CG, Res)). In addition, the project is located in the Heart of the City Specific Plan, North Crossroads Area. The project site currently consists of office and retail buildings and associated parking lots as well as ornamental landscaping. The project site is in an urbanized area in the vicinity of residential and commercial uses to the north; commercial uses to the east and south; and commercial, institutional (church), and residential uses to the west. April 4, 2025 | Page 2 According to Plan Bay Area, the proposed project is located within a Santa Clara Valley Transportation Authority (VTA) City Cores, Corridors & Station Areas Priority Development Area (PDA). The proposed project is on Stevens Creek Boulevard, which is a high transit corridor, and is also within a quarter mile walking distance from the VTA Bus Routes 23, 25, 51, 55 and Rapid 523, which are considered major transit stops. Pursuant to the California Department of Transportation State Scenic Highway Map, the nearest scenic highway, State Route 9, is over five miles south of the project site. The nearest eligible State Scenic Highway, Interstate 280, is approximately 0.8 miles north of the project site, with urban development between. The project site is not visible from either highway. The project site and surrounding area are developed with urban uses. Using data from the Classification and Assessment with Landsat of Visible Ecological Groupings (CALVEG)1 habitat mapping program, the site is classified as an “urban area.” Property with this classification tends to have low to poor wildlife habitat value due to replacement of natural communities, fragmentation of remaining open space areas and parks, and intensive human disturbance. There are no natural lands within a one-mile area of the project site. Scope of Work Due to the location and characteristics of the proposed infill housing project, the City has requested a scope to provide a Categorical Exemption for the proposed project. However, due to the size of the project site (i.e., over five acres), the proposed project does not qualify for a Class 32 Categorical Exemption (CEQA Guidelines Section 15332, Infill Development Projects). However, in addition to this housing exemption, PlaceWorks has considered several other housing exemptions, and so far, have not found an applicable exemption. Other streamlining exemptions considered include those listed in the chart below. Public Resources Code Section 21155.1 (Exemption: Transit Priority Project) No The proposed project is less than 20 du/ac Public Resources Code Section 21159.23 (Exemption: Affordable Housing) No The proposed project is over 5 acres Public Resources Code Section 21159.24 (Exemption: Residential Infill) No The proposed project is over 4 acres Public Resources Code Section 21159.25 (Exemption: Residential or Mixed- Use Housing Project) (AB 2199 extends to January 1, 2032) No The proposed project is not within unincorporated lands Public Resources Code Section 21155.4 (Sustainable Communities Strategies infill) Maybe Pending confirmation of an EIR for the HOC SP 1 The CALVEG system was initiated in January 1978 by the Region 5 Ecology Group of the US Forest Service to classify California’s existing vegetation communities for use in statewide resource planning. CALVEG maps use a hierarchical classification on the following categories: forest; woodland; chaparral; shrubs; and herbaceous. EXHIBIT - A April 4, 2025 | Page 3 Statutory Exemptions (Sections 15260 to 15285) No No Statutory exemptions apply to this project. Categorical Exemption Section 15303 (Class 3) New Construction or Conversion of Small Structures No The project site is over 6 units Categorical Exemption Section 15332 (Class 32) Infill Housing No The project site is over 5 acres CEQA Guidelines Section 15182 (Projects pursuant to a Specific Plan) Maybe Pending confirmation of an EIR for the Heart of the City Specific Plan CEQA Guidelines Section 15183 (Projects Consistent with a Community Plan or Zoning) No No certified General Plan EIR CEQA Guidelines Section 15183.3 (Infill Streamlining: Appendix M) No No certified General Plan EIR CEQA Guidelines Section 15192 (Housing, Infill) No No certified General Plan EIR CEQA Guidelines Section 15194 (Affordable Housing) No The project site is over 5 acres Not listed in the above chart, is the proposed Assembly Bill (AB) 609, currently making its way through the California legislation. In the event AB 609 should pass as amended on March 24, 2025, the proposed project would be exempt from CEQA. AB 609 would amend CEQA by adding Public Resources Code Section 21080.66 and states that CEQA does not apply to a housing development project (defined as residential, transitional, or mixed-use with 2/3 of square footage devoted to housing), as long as: (1) The project site is not more than 20 acres. (2) The project site meets either of the following criteria: (A) Is located within the boundaries of an incorporated municipality. (B) Is located within a census urbanized area. (3) The project site meets any of the following criteria: (A) Has been previously developed with an urban use. (B) The parcels immediately adjacent to the site are developed with qualified urban uses. (C) At least 75 percent of the perimeter of the site adjoins parcels that are developed with urban uses. For purposes of this section, parcels that are only separated by a street, pedestrian path, or bicycle path shall be considered to be adjoined. (4) (A) The project is consistent with the applicable general plan and zoning ordinance, as well as any applicable specific plan and local coastal program as defined in Section 30108.6. For purposes of this section, a housing development project shall be deemed consistent with the applicable general plan zoning ordinance, and any applicable specific plan and local coastal program if there is substantial evidence that would allow a reasonable person to conclude that the housing development project is consistent. (5) The project will be at least one-half of the applicable density specified in subparagraph (B) of paragraph (3) of subdivision (c) of Section 65583.2 of the Government Code. Accordingly, this section of our scope of work describes the services to be completed by PlaceWorks to further discuss any of the potential housing streamlining options to determine if an exemption is possible or if the preparation of an Initial Study/Mitigated Negative Declaration (IS/MND) and supporting April 4, 2025 | Page 4 environmental analysis is needed. It is assumed an exemption would take less time and cost than the IS/MND and is therefore accounted for in the proposed budget and schedule. All CEQA documentation will be prepared in accordance with the requirements of CEQA (California Public Resources Code Sections 21000 et seq.), State CEQA Guidelines (California Code of Regulations Sections 15000 et seq.). Terri McCracken will serve as principal-in-charge (PIC) for the proposed project. She will ensure the project is adequately staffed and provide senior support and quality control. Rachel Goren will serve as the project manager (PM) and day-to-day contact. Our project management team will coordinate regularly with City staff to ensure that all CEQA documentation and associated technical documents are legally defensible, accurate, and useful to decision makers when considering the approval of the project. Project management responsibilities include: 1) task scheduling and assignment; 2) management of resources; 3) internal coordination; 4) monitoring of costs and schedule adherence; and 5) coordination and communications with City staff to ensure compliance with policies, procedures, and any applicable codes. Terri and Rachel have worked seamlessly on numerous projects and are familiar with Cupertino, and particularly the project site. Terri and Rachel recently managed and prepared an Addendum to the Environmental Impact Report (EIR) for the Westport Mixed Use Project at 21267 Stevens Creek Boulevard and are currently working on the IS/MND for the 20638 Cleo Avenue Subdivision Development Project. PlaceWorks will participate in a kick-off meeting with the City to review the scope of work, available information, schedule, and work products. This scope of work assumes this meeting will be conducted as a virtual meeting (e.g., Zoom or Teams, etc.). At this meeting, we propose to review the potential streamlining options to determine the best way to proceed with CEQA compliance. In the meantime, the remainder of this scope assumes that an IS/MND would be required. Following the kick-off meeting, PlaceWorks will prepare a detailed, yet brief, Project Description of the proposed residential project. April 4, 2025 | Page 5 In addition to PlaceWorks technical staff, we have assembled a team of qualified consultants, including Alan Kropp & Associates, Hexagon Transportation Consultants, Forget Me Not History, and ECORP, to conduct third-party technical peer reviews of the following technical studies submitted to the City on behalf of the project applicant:  Air Quality and Greenhouse Gas Technical Report Stevens Creek Boulevard Residential Project prepared by ICF in September 2024.  Geotechnical Exploration Report prepared by ENGEO in September 2024  Stevens Creek Boulevard Residential Development Traffic Study prepared by Kimley Horn and Associates in September 2024  Environmental Noise Study prepared by Salter in September 2024  Cultural Resource Report (pending)  Biological Resources Report (pending) Each technical report will be reviewed to determine the adequacy of the studies for CEQA purposes, and the report format and findings will be compared to the applicable standards of each topic. Our review will ensure that conclusions are adequately substantiated. PlaceWorks will summarize the findings of the third- party technical review in a memorandum. Our level of review does not involve technical modeling to replicate results; however, we can do so if requested by the City for additional cost. This scope of work assumes one round of peer review and comments, and one review to confirm any requested changes, if any, have been adequately addressed. Additional fees may be requested if additional reviews are required. Our scope also includes up to two calls with the City and project applicant, if requested by the City, to go over the results of the peer reviews. Deliverables: » Memorandum summarizing the findings of the third-party technical evaluation in PDF format. » Memorandum verifying all requested changes, if any, have been adequately addressed. Using the City-approved Project Description, PlaceWorks will prepare the Initial Study 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 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 aesthetics, April 4, 2025 | Page 6 agricultural, forestry, and mineral resources, and wildfire2 will be briefly addressed and dismissed from detailed analysis in the IS/MND. In keeping with the requirements of the CEQA, Initial Study will include a detailed analysis to determine the environmental impacts of the following resource categories:  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 Initial 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 EIR. If an EIR is 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. Concurrent with the preparation of the IS/MND, we will prepare a Mitigation Monitoring and 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. PlaceWorks will draft a Notice of Intent (NOI) of an MND pursuant to CEQA Guidelines Section 15072. PlaceWorks will work 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, if applicable. City staff will be responsible for local noticing to members of the public. Deliverables: » One (1) copy of the Administrative Draft, Screencheck Draft, and Public Review Draft of the IS/MND in Word and PDF format. Technical appendices will be provided in PDF format. 2 The project site is located within a Local Responsibility Area and is not in a Wildfire Urban Interface area. April 4, 2025 | Page 7 » One (1) copy of the Administrative Draft and Public Review Drafts of the NOI and MMRP in Word and PDF format. Following the close of the CEQA-required public review period, PlaceWorks will respond to substantive comments received on the IS/MND in a memorandum form. This scope of work includes 20 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 Terri McCracken and/or Rachel Goren 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 and posting with CEQAnet. 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. PlaceWorks will also assist the City with all required postings on the City website. 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 » Electronic copies of the NOI and IS/MND will be submitted to the State Clearinghouse and County Clerk, as required. Proposed Schedule Our proposed schedule includes two-week review periods for the City at each submittal phase and conservatively assumes the scheduling of approval hearings on the second date for each approval body. Applying these assumptions, we anticipate that the IS/MND, if confirmed to be appropriate for the proposed project, can be completed within seven months maximum, not including the scheduling of approval hearings. We believe this schedule is in keeping with your needs, but we are happy to revise this schedule as necessary. See Figure 1, Schedule. April 4, 2025 | Page 8 Cost Estimate As shown in Table 1, Cost Estimate, the estimated cost to complete the scope of work described in this proposal is $90,311. We recommend a 5 percent contingency fund to cover any unforeseen, out-of-scope work that might be necessary to prepare the IS/MND. The contingency fee would not be applied without prior approval from the City. The grand total with the contingency would be $94,815. The PlaceWorks team will complete this scope of work for a fixed fee not to exceed this amount. PlaceWorks bills for its work on a time-and-materials basis with monthly invoices. PlaceWorks is flexible in the cost and approach, and we hope we will not be excluded based on cost alone. Assumptions This scope of work and cost estimate assumes that:  Our cost estimate includes participation in a virtual project kick-off meeting and up to two public hearings to be attended either virtually or in person. We anticipate that the public hearing meetings will last up to two hours. Additional meetings would be billed on a time-and-materials basis.  All products will be submitted as electronic files in Word and PDF formats. Any other printing costs, if requested, will be billed at PlaceWorks’ actual cost. Acknowledgement This proposal shall remain valid for a period of 90 days from the time of submittal. As Principal, I am authorized to bind PlaceWorks and the project team to the contents of this proposal. We look forward to working with you to bring about the successful completion of this project. If you have any questions regarding the contents of this proposal, please feel free to contact the undersigned. Respectfully submitted, Terri McCracken Principal April 4, 2025 | Page 9 Figure 1. Schedule Owner 5/2 5/9 5/16 5/23 5/30 6/6 6/13 6/20 6/27 7/4 7/11 7/18 7/25 8/1 8/8 8/15 8/22 8/29 9/5 9/12 9/19 9/26 10/3 10/10 10/17 10/24 10/31 11/7 11/14 11/21 11/28 City City/PlaceWorks City/PlaceWorks City/PlaceWorks City/PlaceWorks City/PlaceWorks 3. Mitigation Monitoring and Reporting Program (3 drafts)City/PlaceWorks 4. Notice of Intent (2 drafts)City/PlaceWorks 30-day review period City/PlaceWorks 8/27 9/25 5. Public Review and Response to Comments (3 drafts)City/PlaceWorks 6. Approval and Notice of Determination (TBD)City/PlaceWorks Meeting Days/Time/Location City Public Review Period City Observed Holidays PlaceWorks Team Meetings and Hearings October NovemberSeptemberAugustMayJuneJuly Task 2. Environmental Evaluation 1. Peer Review (two memos) 2. Initial Study/Mitigated Negative Declaration (3 drafts) City Council: 1st and 3rd Tuesday at 6:45 p.m. (Virtual or Community Hall Council Chamber) Planning Commission: 2nd and 4th Tuesday at 6:45 p.m. (Virtual or Community Hall Council Chamber) Key: 3. Project Description Task Issue Notice to Proceed Task 1. Project Initiation and Management 2. Kick-Off Meeting (Virtual) 1. Project Management and Meetings (ongoing) EXHIBIT - B April 4, 2025 | Page 10 Table 1. Cost Estimate McCracken Goren Vermilion Bush Shields Ruiz Hexagon Alan Kropp & Associates Forget Me Not History ECORP Role:PIC PM AQ/GHG/EN E AQ/HRA Noise Planner Hourly Rate:$275 $160 $275 $225 $255 $135 $145 $160 $140 TASK 1. Project Initation and Management 1.1 Project Management and Meetings 8 22 30 $5,720 0 0 0 0 $0 $0 $5,720 1.2 Kick-off Meeting and Streamlining Option Discussion 2 4 6 $1,190 0 0 0 0 $0 $0 $1,190 1.3 Project Description 4 8 10 1 1 1 25 $4,175 0 0 0 0 $0 $0 $4,175 Task 1. Subtotal 14 34 0 0 0 10 1 1 1 61 $11,085 $0 $0 $0 $0 $0 $0 $11,085 TASK 2.Environmental Evaluation 2.1 Peer Review 6 8 6 8 10 38 $8,930 $10,000 $5,000 $4,000 $3,750 $2,275 $25,025 $33,955 2.2 Initial Study/Mitigated Negative Declaration 24 55 2 4 4 80 4 8 4 185 $31,090 0 0 0 0 $0 $0 $31,090 2.3 Mitigation Monitoring and Reporting Program 2 4 4 10 $1,730 0 0 0 0 $0 $0 $1,730 2.4 Notice of Intent 2 4 4 10 $1,730 0 0 0 0 $0 $0 $1,730 2.5 Public Review and Response to Comments 6 12 18 2 1 39 $6,460 0 0 0 0 $0 $0 $6,460 2.6 Approval and Notice of Determination 8 8 4 20 $4,020 0 0 0 0 $0 $0 $4,020 Task 2. Subtotal 48 91 8 12 14 110 4 10 5 302 $53,960 $10,000 $5,000 $4,000 $3,750 $2,275 $25,025 $78,985 Labor Hours Total 62 125 8 12 14 120 5 11 6 363 Labor Dollars Total $17,050 $20,000 $2,200 $2,700 $3,570 $16,200 $725 $1,760 $840 363 $65,045 $10,000 $5,000 $4,000 $3,750 $25,025 $90,070 PlaceWorks Percent of Total Labor 17.1% 34.4% 2.2% 3.3% 3.9% 33.1% 1.4% 3.0% 1.7%100.0% REIMBURSABLE EXPENSES PlaceWorks Reimbursable Expenses $241 EXPENSES TOTAL $241 Contingency 5%$4,504 TOTAL $90,311 GRAND TOTAL WITH CONTINGENCY $94,815 Editing WP/Clerical PLACEWORKS SUBCONSULTANT TOTAL Graphics TOTAL TASK BUDGET Place- Works Hours PLACE- WORKS TOTAL SUBCONSULTANTS Transportation Geology Historic Resources Biological & Arborist Services 10% Subconsultant Markup EXHIBIT - C SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) Ded. None If yes, describe under DESCRIPTION OF OPERATIONS below $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION None $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY B 5,000,000 EPK148300 5,000,000 LOS-002212059-30 1,000,000 4,000,000 X 25674 4,000,000 Irvine, CA 92614 N X Comp/Coll Deductibles BI & PD Ded. $5,000 07/01/2024 3 07/01/2025 07/01/2024 07/01/2025 BA-1N96406A-24-43-G B 5,000,000 5,000,000 Travelers Property Casualty Co. Of America 1,000,000 X A X 1,000 X 07/01/2024 07/01/2024 5,000,000 X Contractors Pollution Cu ertino, CA 95014 Cit of Cu ertino DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Cupertino, its city council, boards and commissioners, officers, employees, and volunteers are included as additional insured where required by written contract with respect to General and Auto Liability. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract with respect to General Liability. Waiver of subrogation is applicable where required by written contract with respect to General and Auto Liability. When required by written contract, the insurer will provide 30 days’ notice of cancellation to the certificate holder as respects to Auto Liability and Workers Compensation policies for any reason other than non-payment of premium, subject to policy terms and conditions. X A CN115158923-01-01-24-25 Each Claim/Aggregate 10,000 07/01/2025 1,000,000 EX-6J328756-24-43 Errors & Omissions-Claims Made - Ded $25,000 Retro Dates: See 2nd Page 5,000,000 44520 100,000 1,000,000 07/01/2025 UB-7K728676-24-43-G 17901 Von Karman Avenue, Suite 1100 Marsh Risk & Insurance Services X 949 399-5800; License #0437153 Attn: New ortBeach.CertRe uest marsh.com/F: 212-948-4323 3 MacArthur Place, Suite 1100 PlaceWorks, Inc Santa Ana, CA 92707 EPK148300 07/01/2024 10300 Toree Ave. X X 07/01/2024 B X 07/01/2025 Crum & Forster Specialty Insurance Co X BUSINESS AUTO EXTENSION ENDORSEMENT © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: BA-1N96406A-24-43-G Effective Date: 07/01/2024 © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: BA-1N96406A-24-43-G Effective Date: 07/01/2024 Includes copyrighted material of Insurance Services Office, Inc. with its permission. © 2015 The Travelers Indemnity Company. All rights reserved. Policy Number: BA-1N96406A-24-43-G Effective Date: 07/01/2024 © 2015 The Travelers Indemnity Compa ny. All rights reserved . Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy Number: BA-1N96406A-24-43-G Effective Date: 07/01/2024 DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE – PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE Includes copyrighted material of Insurance Services Office, Inc. with its permission. © 2016 The Travelers Indemnity Company. All rights reserved. Policy Number: EPK148300 Term: 07/01/2024-07/01/2025 Policy Number: EPK148300 Term: 07/01/2024-07/01/2025 TRAVELERS] ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COHPEHSATIOR AND EMPLOYERS LIABILITY POLICY we 99 83 76 { A) - 001 ENDORSEMENT PO"i.JCY UB-7K72867624-43-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORN (BLANKET WAIVER) We have the right to recover our payments from anyone liable for en Injury covered by this policy. We will not enforce our right against the pets0n or organization named in the Schedule. The additional premium for this endorsement shall be 2. oo mium. Person or Organlzallon ANY PERSON OR ORGANJ:ZAl'XO FOR WlllCH THE INSORRD JlAS AGRDD BY WRITTEN CONTRACT EXEC1J'l'Jro PRIOR TO LOSS TO FURNJ:SH TRIS 'IIAJ:VBR, Sched'-'le % of the Ca6fornia workers' compensation pre- Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the pollcy.) Endorsement Effective Insured Insurance Company DATE OF ISSUE:07/01/2024 Policy No. ST ASSIGN: Endorsement No. Premium Pagel oft Policy No. EPK148300 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Version: May 2025 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon. 2. Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Consultant does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non-Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Version: May 2025 In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 each accident/ disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims-made basis form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered and endorsed as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Primary and Non-Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 3 Version: May 2025 Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including indemnification, defense, and naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. CEQA Documentation for Infill Project for the Stevens Creek Office Center Project Final Audit Report 2025-07-07 Created:2025-05-27 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAkxX9UEWhJS5vI6HSd3tx1QDCEZdh1GSy "CEQA Documentation for Infill Project for the Stevens Creek Off ice Center Project" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-05-27 - 5:24:28 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-05-27 - 5:36:04 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-05-27 - 5:36:12 PM GMT- IP address: 52.1.140.55 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-05-27 - 9:27:29 PM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Terri McCracken (tmccracken@placeworks.com) for signature 2025-05-27 - 9:27:32 PM GMT Email viewed by Terri McCracken (tmccracken@placeworks.com) 2025-05-27 - 9:36:15 PM GMT- IP address: 73.71.121.61 Email viewed by Terri McCracken (tmccracken@placeworks.com) 2025-06-17 - 5:14:05 PM GMT- IP address: 205.237.156.91 Document e-signed by Terri McCracken (tmccracken@placeworks.com) Signature Date: 2025-06-17 - 5:15:53 PM GMT - Time Source: server- IP address: 205.237.156.91 Document emailed to michaelw@cupertino.gov for signature 2025-06-17 - 5:15:57 PM GMT Email viewed by michaelw@cupertino.gov 2025-06-17 - 5:16:05 PM GMT- IP address: 54.69.179.65 Email viewed by michaelw@cupertino.gov 2025-06-25 - 0:21:25 AM GMT- IP address: 52.38.99.177 Email viewed by michaelw@cupertino.gov 2025-07-01 - 10:07:54 PM GMT- IP address: 52.36.43.157 Email viewed by michaelw@cupertino.gov 2025-07-07 - 4:11:50 PM GMT- IP address: 52.12.77.52 Signer michaelw@cupertino.gov entered name at signing as Michael K Woo 2025-07-07 - 5:13:41 PM GMT- IP address: 73.170.186.236 Document e-signed by Michael K Woo (michaelw@cupertino.gov) Signature Date: 2025-07-07 - 5:13:43 PM GMT - Time Source: server- IP address: 73.170.186.236 Document emailed to Benjamin Fu (benjaminf@cupertino.gov) for signature 2025-07-07 - 5:13:46 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.gov) 2025-07-07 - 5:13:57 PM GMT- IP address: 18.209.152.168 Document e-signed by Benjamin Fu (benjaminf@cupertino.gov) Signature Date: 2025-07-07 - 5:25:44 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to kirstens@cupertino.gov for signature 2025-07-07 - 5:25:47 PM GMT Email viewed by kirstens@cupertino.gov 2025-07-07 - 5:25:55 PM GMT- IP address: 52.3.234.244 Signer kirstens@cupertino.gov entered name at signing as Kirsten Squarcia 2025-07-07 - 5:40:51 PM GMT- IP address: 64.165.34.3 Document e-signed by Kirsten Squarcia (kirstens@cupertino.gov) Signature Date: 2025-07-07 - 5:40:53 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-07-07 - 5:40:53 PM GMT