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16-043 Parsons Brinckerhoff, Inc., Consultant Services for the Conceptual Transit Alternative Study for Route 85FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND PARSONS BRINCKERHOFF, INC. FOR CONSULTANT SERVICES FOR THE CONCEPTUAL TRANSIT ALTERNATIVE STUDY FOR ROUTE 85 ~ '"' -'So l This First Amendment to the Agreement between the City of Cupertino and Parsons Brinckerhoff Inc ., for reference dated .At'1 ')Jf, UJ/ k, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Parsons Brinckerhoff, Inc . a New York corporation ("Consultant"), whose address is 2025 Gateway Place , Suite 435 , San Jose , CA 95110 , and is made with reference to the following: RECITALS: A. On April 20 , 2016 , an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for consultant services for the Conceptual Transit Alternative Study for Route 85. B. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 1 of the Agreement is modified to read as follows: TERM The term of this agreement shall commence on April 20 , 2016 and shall terminate on December 31 , 2016 , unless terminated earlier as set forth herein. 2. Except as expressly modified herein , all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT ATTEST: ~rtuh ]·h-1~ City Clerk CITY OF CUPERTINO A Municipal Corporation By: ~!!k;afla_ Title ~ eJ!Y ll6L RECOMMENDED FOR APPROVAL: By: 91-~ Title =r..0:._ /J/Z:dl4f ~ APPROVED AS TO FORM: ~ City Attorney AGREEMENT BETWEEN THE CITY OF CUPERTINO AND PARSONS BRINCKERHOFF, INC. FOR CONSULTANT SERVICES FOR THE CONCEPTUAL TRANSIT ALTERNATIVE STUDY FOR ROUTE 85 THIS AGREEMENT, for reference dated l<Vt;\ IJO , 2016, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and PARSONS BRINCKERHOFF, INC., a New York corporation whose address is 2025 Gateway Place, Suite 435, San Jose, CA 95110 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for the Conceptual Transit Alternative Study for Route 85 upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the date this agreement is executed and shall terminate on June 30, 2016, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit A, titled "Scope of Services" which is attached hereto and incorporated herein by this reference. 3. SCHEDULE OF PERFORMANCE: The Services of Consultant are to be completed according to the schedule set out in Exhibit B, titled "Schedule of Performance ", which is attached hereto and incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed FORTY THOUSAND DOLLARS ($40,000). The rate of payment is set out in Exhibit C, titled "Compensation", which is attached hereto and incorporated herein. Page 1 oflO City of Cupertino Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase, clearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due. 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer- employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 8. IMMIGRATION REFORM AND CONTROL ACT (!RCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 9. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 10. PROJECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. John Raaymakers is hereby designated as the Director of Public Works' designee and Project Manager, and shall supervise the progress and execution of this Agreement. Page 2 oflO City of Cupertino Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 CONSULTANT: Consultant shall assign a single Consultant Project Manager to have overall responsibility for the progress and execution of this Agreement for Consultant. Should circumstances or conditions subsequent to the execution of the Agreement require a substitute Consultant Project Manager for any reason, the Consultant Project Manager designee shall be subject to the prior written acceptance and approval of the City Project Manager. The designated Consultant Project Manager shall be Sharmila Mukherjee. 11. HOLD HARMLESS: A Indemnity Obligations Subject to Civil Code Section 2782.8. 1. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. 2. Notwithstanding the foregoing, the Consultant has no duty to provide or to pay for an up-front defense against unproven claims or allegations, but shall pay or reimburse the City for its reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation to the extent caused by the negligence, recklessness, or willful misconduct of Consultant or its employees, officers, officials, agents or independent contractors. However, the Consultant shall provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such claims. B. Claims for Other Liability. For all liabilities other than those included within paragraph A above, Consultant shall, to the fullest extent allowed by law, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. C. Claims involving intellectual property. In addition to the obligations set forth in (A) and (B) above, Consultant shall indemnify, defend, and hold the City, its elected and appointed Page 3 oflO City of Cupertino Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 officers, employees, and volunteers, harmless from and against any Claim in which a violation of intellectual property rights, including but not limited to copyright or patent rights, is alleged that arises out of, pertains to, or relates to Consultant's negligence, recklessness or willful misconduct under this Agreement. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. 12. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, effective dates and dates of expiration of insurance coverage in compliance with paragraph 12A, B, C, D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and authorized to do insurance business in the State of California. Endorsements naming the City as additional insured in relation to the commercial general liability and commercial automobile liability policies shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: City of Cupertino (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate -all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Commercial automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each accident (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000 per claim and in the aggregate. Page 4 oflO Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide commercial general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing commercial general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any worker's compensation and professional liability insurance, required by this Agreement. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 14. PROHIBITION AGAINST TRANSFERS: Consultant 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 without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 15. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names are included in this Agreement shall be used in the performance of this Agreement. Page 5 oflO City of Cupertino Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 16. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 17. OWNERSHIP OF WORK: A. Any interest (including copyright interests) of Consultant and its subconsultants in each and every study, document, report, draft, memoranda, work product, map, record, plan, drawing, specification and other deliverable, in any medium prepared or created by Consultant or its subconsultants pursuant to or in connection with this Agreement, shall be the exclusive property of City. To the extent permitted by Title 17 of U.S. Code, all work product prepared or created under this Agreement shall be deemed works for hire and all copyrights in such works shall be the property of City. In the event that it is ever determined that any works prepared or created by Consultant or any subconsultant under this Agreement are not works for hire under U.S. law, Consultant hereby assigns to City all copyrights to such works when and as created. With Owner's prior written approval, Consultant may retain and use copies of such works for reference and as documentation of its experience and capabilities and in its promotional materials. With respect to Consultant's standard details, Consultant may retain the copyright, but grants to City a perpetual non-exclusive license to use such details in connection with the Project. B. Without limiting any other City right to any of the works prepared or created by Consultant or its subconsultants, all works may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or ( 4) Other City projects as appropriate. C. Any City reuse of works shall be subject to California Business and Professions Code Sections 5536.25, 6735, 6735.3 or 6735.4, if and to the extent applicable. Any City reuse of works for any purpose other than those in B(l) through B(3) above, and any modifications to any of the works, shall be at City's sole risk and expense. D. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. E. All written work required to be provided by this Agreement (other than large-scale architectural plans and similar items) shall be printed on recycled paper and shall be copied on both sides of the paper except for one original, which shall be single sided. F. No work, information or other data given to or prepared created or assembled by Consultant or any of its subconsultants pursuant to this Agreement, shall be made available to any individual or organization by Consultant or any subconsultant without prior approval by City. G. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables. Plans shall be in CAD and PDF formats, and other documents shall be in Microsoft Word and PDF formats. Page 6 oflO City of Cupertino Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 18. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts there from as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 19. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 Attention: John Raaymakers All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: WSP Parsons Brinckerhoff 425 Market Street, 17th Floor San Francisco, CA 94105 Attention: John Fisher 20. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. Page 7 oflO City of Cupertino Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 In the event of termination, Consultant shall deliver to City, copies of all reports, documents, and other work performed by Consultant under this Agreement. 21. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. A. PREVAILING WAGES: To the extent applicable, Contractor shall comply with the City's Labor Compliance Program and all other requirements set forth in Labor Code section 1770 et seq. Contractor shall pay prevailing wages. Contractor will submit monthly certified payroll records to the City for all employees and subcontractors in a preapproved format or a City provided form. Any delay in remitting certified payroll reports to the City upon request from the City will result in either delay and/or forfeit of outstanding payment to Contractor. B. WORKING DAY: To the extent applicable, Contractor shall comply with California Labor Code Section 1810, et seq. which provides that work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, must be compensated as overtime, at not less than l 1/2 times the basic rate of pay. C. PAYROLL RECORDS: To the extent applicable, Contractor shall comply with California Labor Code Section 1776 which requires certified payroll records be maintained with the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with this Agreement. The Payroll Records shall be made available for inspection as provided in California Labor Code Section 1776. D. APPRENTICES: To the extent applicable, Contractor shall comply with California Labor Code Section 1777.5 regarding apprentices. 22. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 23. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. Page 8 oflO City of Cupertino Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 25. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 26. GIFTS: A. Consultant is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee, which prohibition is found in City Administrative Procedures. B. Consultant agrees not to offer any City officer or designated employee any gift prohibited by the Administrative Procedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by Consultant. In addition to any other remedies, City may have in law or equity, City may terminate this Agreement for such breach as provided in Section 19 of this Agreement. 27. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 28. CAPTIONS: The captions 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. Page 9 oflO City of Cupertino Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 ,..,01 Ip --6-?:>} P.O. No.: ___,L_.___-'---- IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT PARSONS BRINCKERHOFF, INC. A New York Corpo~ Byd'~~ NameJoHl'J 0 S.H eJL. Title A11..EEA MAN AGelL Date ~/ ~ l { .. { (p Tax I.D. No.: fl-( S°?:> } ~j Address: 425 Market Street 17th Floor San Francisco, CA-94105 City of Cupertino Parsons Brinckerhoff, Inc. Agreement CITY OF CUPERTINO A Municipal Corporation By~, Timm Borden, Director of Public Works Date__,f,,___,,,__/~_.,._,_(_u_.,_ APPROVED AS TO FORM: ~ndolph Stevenson Hom, City Attorney ATTEST: ~~4~f Grace Schmidt, City Clerk l{ -L2 -lb Contract Amount: }P40 1000 , Account No.: (00-00-044-JOO-rO'.t. Page 10 oflO Conceptual Transit Alternative Study for Route 85 EXHIBIT A SCOPE OF SERVICES CONSUL TANT shall perform professional services as detailed in the following sections related to the Route 85 Conceptual Transit Alternative Study (STUDY). SECTIONl. GENERAL • General PROJECT Description: The STUDY involves the identification and high-level analysis of public transit improvement options for Route 85 between its intersection with Route 87 to the south and Highway 101 to the north. The STUDY will take on the form of VISION PLANNING; with graphically illustrative transit options that will include mode, alignment and conceptual stop/station locations. Typical sections will be included as appropriate to indicate how the possible alternatives may fit in the roadway. The study will focus on high level options and will identify any fatal flaws. • A preliminary identification of the number and location of stations will also be included. Stations will be located in the median; where applicable, with bike and pedestrian connections to adjacent surface streets. • The STUDY will also include order of magnitude cost estimates for each identified option. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this Scope of Services and the standard of care provisions contained in this AGREEMENT. 2. The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter collectively "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULT ANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. CONSULTANT shall not substitute any team members without the prior approval of the CITY. 4. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance included in EXHIBIT B may be adjusted by mutual agreement. 5. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. Page 1of8 Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 Exhibits SECTION2. TASKS TASK #1: RESEARCH AND IDENTIFICATION OF POTENTIAL TRANSIT OPTIONS This task shall include the following items: • Kickoff meeting with CITY (1 meeting) • Research of proven public transit systems that are appropriate for serving the Route 85 Corridor in the West and North Valley regions • Identification of the most suitable potential public transit system option(s). The options analyzed shall include, but are not limited to: o Enhanced/Express Bus, BRT and LRT options using possible combinations of but not limited to • One Transit Lane and One HOV Lane • One Transit Lane and One Express Lane • LRT in median and Retain existing HOV • LRT in median and convert HOV lane to Express Lane Deliverable: Short list of appropriate, feasible public transit system options and any compatible combinations TASK #2: TRANSIT OPTION ANALYSIS This task shall include the following items: • Analysis of the potential systems identified in Task 1 including strengths and weaknesses. • A matrix to compare potential transit systems using appropriate criteria with reference to other relevant transit systems in the United States and abroad. Cost estimates will be generalized ball park estimate as in cost per mile by mode. Deliverable: Transit system comparison matrix TASK #3: DRAFT STUDY This task shall include the following items: • Prepare a Draft STUDY that includes narrative information on potential public transit systems gathered in Tasks 1 and 2. o The Draft STUDY will include transit options including conceptual and logical station locations that adhere to industry standard practices for distance between stations, as well as taking into consideration possible densities of jobs, housing, or possible off-line transit station locations. Page 2 of 8 Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 Exhibits o The Draft STUDY will include typical sections illustrating the allocation of the generally available right of way. As-built drawings will not be used for this exercise. o The Draft STUDY will include broad identification of areas that will require elevated or otherwise grade-separated traveled ways due to right of way or other constraints, if and as applicable. o The Draft STUDY will include ONLY a high level order of magnitude cost estimate with a potential breakdown of costs by project elements. A potential list of those categories may include community outreach, environmental clearance, permitting, right of way acquisition (if needed), design, construction, and system commissioning. The categories would largely depend on the nature of the alternatives and data readily available at the time of the draft study. • Attendance at a community/business meeting to be held on April 14th to address questions related to the Draft STUDY. Consultant will take meeting notes to document information, questions, comments, and concerns to be considered for the Final STUDY. Deliverables: Four (4) hard copies and an electronic (pdf) copy of the Draft STUDY Meeting notes from community meeting TASK #4: FINAL STUDY This task shall include the following items: • A finalized STUDY that incorporates review comments from stakeholders. • Attendance at Cupertino City Council meeting on April 19th to address questions related to the Final STUDY. Deliverables: Eight (8) hard copies and an electronic (pdf) copy of the Final STUDY ADDITIONAL SERVICES Consultant services beyond the work in these tasks may be provided by CONSULTANT as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional Services amount of TEN THOUSAND DOLLARS ($10,000) is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. Page 3 of 8 Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 Exhibits EXHIBITB SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by June 30, 2016. The following sets forth the distribution of CONSULTANT's Schedule of Performance for each project. The CITY may approve in writing the extension of any milestone date set in this Exhibit. Task #1 Research And Identification Of Potential Transit Options Task #2 Transit Option Analysis Task #3 Draft STUDY Task #4 Final STUDY Page 4 of 8 Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 Exhibits Completion Prior to starting Task2 Prior to starting Task3 3PM April 13th, 2016 3PM April 22nd, 2016 A. Maximum Compensation. EXHIBITC COMPENSATION The CITY agrees to compensate CONSULT ANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including payment for professional services, additional services and reimbursable expenses, shall not exceed FORTY THOUSAND DOLLARS ($40,000). CONSULTANT agrees that it shall perform all of the services set forth in Exhibit A of this AGREEMENT, except for additional services required pursuant to Section 2, TASKS and inclusive of reimbursable expenses, for the maximum not to exceed amount of THIRTY THOUSAND DOLLARS ($30,000). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C is TEN THOUSAND DOLLARS ($10,000). B. Method of Payment For Task Nos. 1through4 CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule (Schedule D below) for services performed, and reimbursable expenses incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY, the CITY shall pay CONSUL TANT the amount shown on the Invoice within thirty (30) working days of receipt of the Invoice. The Invoice shall be based on the percentage of milestone completed, and it shall describe the topics and tasks completed during the Invoice period in accordance with the Budget Schedule and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth below. CONSULTANT also shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. Page 5 of 8 Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 Exhibits C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Description Task #1 Task #2 Research and Identification of Potential Transit Options Transit Option Analysis Task #3 Task #4 Draft STUDY Final STUDY Additional Services TOTAL Task Compensation $4,000 $4,000 $14,000 $8,000 $10,000 $40,000 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed FORTY THOUSAND DOLLARS ($40,000). D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: MILESTONE Task #1 -Research and Identification of Potential Transit Options Submittal of list of potential system options Task #2 -Transit Option Analysis Submittal of system option comparison matrix Task #3 -Draft STUDY Submittal of Draft STUDY Task #4 Final STUDY Completion and submittal of Final STUDY Page 6 of 8 Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 Exhibits PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE 100% 100% 100% 100% E. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULT ANT as part of the Basic Services. F. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT's lump sum compensation, including, but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test prints, 8 1/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Tasks 1-4 of EXHIBIT A. G. Additional Services. CONSUL TANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of TEN THOUSAND DOLLARS ($10,000)for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additional Services are authorized, CONSULTANT shall submit Invoices in accordance with the CONSULT ANT hourly rate schedule attached to this EXHIBIT C. The rates shown in the EXHIBIT C-1 shall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. Page 7 of 8 Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 Exhibits EXHIBIT C-1 CONSUL TANT HOURLY RATES FOR ADDITIONAL SERVICES Parsons Brinckerhoff, Inc. Judi Craig, Principal Sharmila Mukherjee, Project Manager Tam Tran, Planner Lynn Marie Bouvet, Data Analyses Daniel Beard, Prototypes Stefano Viggiano, BRT (Technical Review) Jack Gonsalves BRT I LRT (Technical Review) Brady Nadell, Freeway Viaduct/Clearance Review Matt Jones, Fatal Flaws Review Rachel Zack 285.64 per hour 242.09 per hour 163.83 per hour 84.42 per hour 88.41 per hour 205.74 per hour 243.84 per hour 244.40 per hour 210.83 per hour 87.02 per hour The staff rates, as shown, are loaded rates inclusive of overhead and fixed fee. Page 8 of 8 Parsons Brinckerhoff, Inc. Agreement Conceptual Transit Alternative Study for Route 85 Exhibits PARSBRl-01 SSMITH ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 4/12/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~~~cT JL T Service Team JL T Specialty Insurance Services Inc. ritJ8NJo-~~tl: (713) 325-7615 ---· I r..e~.No): (713) 7SS-0415 - - 5847 San Felipe St. -· Suite 2800 ~ii~~~ss: WSf>pbcertrequest@jl!LJs.com Houston, TX 77057 ·-·-· INSURER(S) AFFORDING COVERAGE NAIC# ··- INSURER A :_Zurich American Insurance Company 16535 --· INSURED INSURER B: Liberty Insurance Cori:>_oration 42404 Parsons Brinckerhoff, Inc. INSURERC: ---·--~-- i 4139 Oregon Pike INSURERD: Ephrata, PA 17522 INSURERE: I I .-----·· ·------ INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS_ 1~f~ j TYPE OF INSURANCE A i X ! COMMERCIAL GENERAL LIABILITY w CLAIMS-MADE [!] OCCUR 1-~1 ~ntractual Liab. ~'LAG~~~GATE LIMIT APPLIES PER: n POLICY [!] j~8r [!] LOG r---1 OTHER: OMOBILE LIABILITY 8 ANY AUTO ALL OWNED Fl SCHEDULED AUTOS AUTOS II 1 NON-OWNED H HIRED AUTOS H AUTOS L UMBRELLA LIAB u OCCUR EXCESS LIAB J ___ J CLAIMS-MADE DED I I RETENTION$ POLICY NUMBER : X X GL09835819-03 X X AS7-621-094060-035 i WORKERS COMPENSATION AND EMPLOYERS" LIABILITY 8 ,ANY PROPRIETOR/PARTNER/EXECUTIVE I OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under 'DESCRIPTION OF OPERATIONS below HJil i X WA7-62D-094060-015 ~N/Ai A [Contractors Equip. i X I X MCP4819384-03 I ,~2M%~1 'c~2l-i:\%YMYi I -·-· LIMITS I f EACH OCCURRENCE 1$ 2,000,000 04/01/2016; 04/01/2017 ! ~~~j~f~~~~~J~r?ence) [$ --··· 300,000 ------ I I MED EXP (Any one person) 1: 5,000 I ~ONAL & ADV INJURY I 2,000,000 I i GENERALAGGREGATE $ 5,000,000 i I, PRODUCTS -COMP/OP AGG $ 2,000,000 --· j I $ I COMBINED SINGLE LIMIT : (Ea accident) $ 2,000,000 10/01/2015 11/01/2016 i BODILY INJURY (Per person) $ ·---- j BODILY INJURY (Per accident) $ I PROPERTY DAMAGE ---- I (Per accident) _ $ --- ' $ I I EACH OCCURRENCE $ : AGGREGATE -+-$ ________ _ I $ 1 1 [!< 1 ~!f~rnTE 1 '~~H-I I 10/01/2015. 11/01/2016 E.L EAC~ACCIDENT $ _____ 2_,o __ o_o_,o_o_o It ! i E.L. DISEASE -EA E~PLOYEE $ 2,000,000 ! ·----;---------- ! E.L. DISEASE -POLICY LIMIT $ 2,000,000 04/01/2016: 04/01/2017 1 values as Reported i I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THIRTY (30) DAYS NOTICE OF CANCELLATION Project Number: Opportunity No. 201602377 Project Description: Conceptual Transit Alternative Study for Route 85 SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 Torre Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I ?~~- © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: PARSBRl-01 SS MITH ~------------------ L 0 C #: 1 ------- ADDITIONAL REMARKS SCHEDULE AGENCY IJL T Specialty Insurance Services Inc. POLICY NUMBER SEE PAGE 1 CARRIER I NAICCODE ISEE PAGE 1 SEEP 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/LocationsNehicles: NAMED INSURED Parsons Brinckerhoff, Inc. 4139 Ore~on Pike Ephrata, A 17522 EFFECTIVE DATE: SEE PAGE 1 Page 1 of Subject always to policy terms, conditions and exclusions, City, its City Council, boards and commissions, officers, employees and volunteers are named as Additional Insured (excluding Workers' Compensation and Employers' Liability) but only to the extent of risks and liabilities assumed by the Named Insured in a signed written contract. Subject always to policy terms, conditions and exclusions, Waiver of Subrogation is granted in favor of Certificate Holder but only to the extent of risks and liabilities assumed by the Named Insured in a signed written contract. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PARSBRl-01 SS MITH ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 4/12/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~~~cr JL T Service Team JL T sc,ecialty Insurance Services Inc. JitJgNJo.fil:(713) 325-7S15 -I r..e~. No): _(713) 789-041_~= 5847 an Felipe St. Suite 2800 ~~DA~~ss: wsp_pbcertrequest@jltus.com Houston, TX 77057 INSURER(S) AFFORDING COVERAGE I NAIC# -----·--- !11s1s -· INSURER A: QBE Specialty Insurance Company INSURED INSURERS: ~····~ ----·-. ··--- Parsons Brinckerhoff Group Inc. INSURERC: ·--- 4139 Oregon Pike INSURERD: ... _ -- Ephrata, PA 17522 INSURERE: - INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ! I COMMERCIAL GENERAL LIABILITY I ' I EACH OCCURRENCE $ ~ .L ' i 1 DAMAGE TO RENTE'~u-----t----------L_j __ _J CLAIMS-MADE i OCCUR , ~EMISES (Ea occurrence) $ 0 _______ ! __ MED EXP (Any one person) $ LJ ------------- ! GEN'L AGGREGATE LIMIT APPLIES PER: Fl POLICY o ~m-r u LOG OTHER: AUTOS : AUTOS H [AUT~;~~~;:BILl~I SCHEDULED ,----1 NON-OWNED HIRED AUTOS H AUTOS I ' I UMBRELLA LIAB H OCCUR I EXCESS LIAB CLAIMS-MADE OED 1 ! RETE-NTION $ I WORKERS COMPENSATION I AND EMPLOYERS" LIABILITY YIN i I I I I I I I I ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) DNIAI I If yes, describe under 1 DESCRIPTION OF OPERATIONS below A [Professional Liab. ! I I QPL0022630 I I I ------·- I PERSONAL & ADV INJURY $ 1 GENERAL AGGREGATE .$ I PRODUCT~--COMP/OP AGG $ i $ --------+,~------- ________ ____,_ _____________ , I COMBINED SINGLE LIMIT $ i (Ea accident) $ I BODILY INJURY (Per person) j BODILY INJURY (Per accident) $ I i rROPERTY DAMAGE $ Per accident) --- $ ! I EACH OCCURRENCE $ ! f----------------t----····---- I : AGGREGATE $ I -----· ----- ! $ i i ~f~TUTE I l ~~H-G_.L EACH ACCID_E_N-~T~~-lr-$-------.. -- 1 E.-~. DISEASE -EA EMP~~YEE $ ! E.L. DISEASE -POLICY LIMIT $ 1,000,000 11/01/2015 11/01/2016 !Per Claim/Aggregate I I I ! DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) THIRTY (30) DAYS NOTICE OF CANCELLATION Project Number: Opportunity No. 201602377 Project Description: Conceptual Transit Alternative Study for Route 85 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I ~~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Form W•9 (Rev. Deoember 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. 1 Name (as shown on your income tax return). Name is required on this line; do not leave !his Una blank. arsons Brinckerhoff, Im;. ----..,--· 2 Business name/disregarded entity name, if different from il!bove ·-------------------------·------ci I 3 Check appropriate box tor federal taK classification; check only one ot the following seven boxes: 4 Exemptions (codes apply only to certain entitles, not lndMduals; see instructions on page 3): 0 Individual/sole proprietor or 0 C Corporation 0 S Corporation 0 Partl1ership 0 Trusl/estate single-member LLC 0 Limited Uabiflty company. Enter the tax ctassiflcation (C;C corporation, S-....S corporation, f'"'parlnership).,. Exempt payee code (if any) ---- Note. For a single-member LLC that Is disregarded, do not check LLC; check the appropriate box In the line above for the tax classlflcatlon of the single-member owner. Exemption from FATCA reporting code (if any) 0 Other {see iilslructlo11s).,. {Applftffl to acc:ounts maintaJIJSd outslds llm U.S.j 5 Address {number, street, and apt. or suite no.j Requester's name and address (optional) ew York, NY 10119 , 7 List account number(s) here (t1pllonal} Taxpayer Identification Number.~(!_l_N~J-~--- Enter your TIN in the appropriate box. The TIN provided must match !he name givarn on line 1 tn avoid backup wlthholdirng. For indiViduals, this is generally your social secul"ily oomber {SSNJ. Hnwever, for a resident alien, safe proprietor, or disregarded entity, see ihe Part I instructions on page 3. For other entities, It is your employer Identification number {EINj. If yo!.I do not have a oomber, see How to get a TIN on page 3. Note. If the account is in more than one name, see the inslrUctifif!S for lioo 1 ood the chart on page 4 for guidelines on whose number to enter. Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I .am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: {a} ! am exempt from baclwp withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a faifure to repm all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below}; and 4. The FATCA code(s) entered on this form (If any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withhok:ling because you have failed to report all interest and dividends on your tax re!um. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancelfation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than Interest and dividends, you are not requfred to sign the certification, but you must provide your correct TIN. See !he instructions on page 3. Section references are to the Internal Revenue Code unless otherwis:e noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release It) is at www.irs.gov/fw9. Purpose of Form An Individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer ldentlfl'catlon number (flN) which may be your soclal security number (SSN), Individual taxpayer identification number (!TIN), adoptlt1n taxpayer Identification number (ATIN), or employer identification number (E/111), to report on an Information return the amount paid to you, or other amount reportable on an Information return. Examples of Information returns include, but are not limited to, the following: • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099·MISC (various types of Income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) •Form 1099-K (merchant card and ti1ird party network transactions) • Form i 008 (home mortgage interest), 1096-E (student loan interest}, 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What Is bacrkup withholding? on page 2. By signing the filled-out form, you: 1. Certify that the TIN yt1u are giving is correct (or you are waiting for a number to be Issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, yt1u are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business Is not subJeot to the withholding tax on foreign partners' share of effectively connected Income, and 4. Certify that FATCA code(s) entered on this form (If any) Indicating that you are exempt from the FATCA reporting, Is correct See What Is FATCA reporting? on page 2 for further Information. Cat. No. 10231X Form W•9 (Rev. 12-2014)