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16-087 Economic & Planning Systems, Inc., Consultant Services for Traffic Impact Fee and Nexus StudyFIRST AMENDMENT TO CONSULT ANT SERVICES AGREEMENT BETWEEN THE CITY OF CUPERTINO AND ECONOMIC & PLANNING SYSTEM, INC. FOR CONSULT ANT SERVIES FOR TRAFFIC IMPACT FEE AND NEXUS STUDY This FIRST Amendment to the Consultant Services Agreement between the City of Cupertino and Economic & Planning System Inc., for reference dated July 25, 2017, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Economic & Planning Systems, Inc., a California corporation whose address is One Kaiser Plaza, Suite 1410, Oakland, CA 94612, (hereinafter "Consultant"), and is made with reference to the following: RECITALS: A. On June 29, 2016, an agreement was entered into by and between City and Economic & Planning Sy stems, Inc . (hereinafter "Agreement"). B. City and Economic & Planning Systems, Inc. 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. Section 1. Term of the Agreement is modified to read as follows: The term of this Agreement shall commence on the date this agreement is executed and shall terminate on December 31, 2017 Except as expressly modified herein, all other terms and covenants s et forth in the Agreement shall remain the s ame and shall be in full force and effect. Page 1 of 2 Amendm ent IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. Economic & Planning Systems, Inc. ~--. Title Managing Principal Date 7/26/2017 Amendment CITY OF CUPERTINO A Municipal Corporation By ~....C...--~~~ Director of Public Works, Timm Borden Date 1Z~z /11 ---L.......,,f-----L----11__,_---L-____ _ RECOMMENDED FOR APPROVAL: By~ Senior Engineer, David Stillman APPROVED AS TO FORM: ..-BY-;0)1 ~ Randolph Stevenson Horn, City Attorney ATTEST: B~~dP Grace Schmidt, City Clerk '7 ,--2?-( 7 Total Amount $150,000 .00 Amendment Amount $150,000.00 Accow1t No. 100-88-844-900-965 Page 2 of 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 6/5/2017 THIS CERTIFICATE 15 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 15 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 CONTACT NAM E: Andrein i & Company-San Mateo ~o,..Extl· 650-573-1111 I ff,~ Nol · 650-378-4361 220 West 20th Ave San Mateo CA 94403 ~t,.,A~~~~-ktotten@andreini.com INSURERISI AFFORDING COVERAGE NAIC# INSURER A: Federal Insurance Company 20281 INSUR ED ECON0-5 INSURER B ,Republic Indemnity Co of Calif 43753 Economic & Planning Systems INSURER c ,Continental Casualty Company 20443 400 Capitol Mall, 28th Floor INSURER D : Sacramento CA 95814 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER· 1884119423 REVISION NUMBER· THI S IS TO CERTIFY THAT THE POLICIES OF IN SURANC E LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDI CATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRAC T OR OTHER DOCUMENT WITH RESPECT TO WHICH THI S CERTIFI CATE MAY BE ISSU ED OR MAY PERTAIN, THE INSURANCE A FFORD ED BY THE PO LICIE S DESCRIBED HEREIN IS SUBJE CT TO AL L THE TER MS, EXCLUSIONS AND CONDITIONS OF SUCH PO LICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE HUUL ~Ut,K POLICY EFF ,~2M%Yv~rv , LTR INSD WVD POLIC Y NUMBER IM M/DD/YYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY y 35929623WC E 4/1/2017 4/1/2018 EAC H OCCURRENCE S1 ,000,000 -~ CLAIMS-MA DE w OCCUR DAMAGE TO RENTED PREMI SES IEa occurrence\ $1,000 ,000 MED EXP (Any one person) S10 ,000 - PERSONAL & ADV INJURY s excluded ~ GEN 'L AGGR EG ATE LIMIT APP LIE S PER: GENERAL AGGREGATE $3,000,000 Fxl D PRO-D PROD UCTS -COMP/OP AGG S3,000,000 POLICY JECT LOC OTHER : Per ProjecULoc Per Project Agg 53,000,000 A AUTOMOBILE LIABILITY y 73558746 4/1/20 17 4/1/2018 L,UMt,INtcU -,,NL>Ltc LIMI I s 1,ooo ,ooo {Ea accident) -ANY AU TO BODILY INJURY (Per person) s --ALL OWNED SCHEDULED AUTOS AU TOS BODILY INJU RY (Pe r accident) S --NON-OWNE D PROPERTY DAMAGE X HIRED AUTOS X AUTOS /Pe r accident) s --s A UMBRELLA LIAB H OCCUR 79871994 4/1/2017 4/1/2018 EAC H OCCURRENC E $1,000,000 - X EXC ESS LIAB CLA IMS-MADE AGGR EGATE $1,000,000 OED I X I RETENTIONS $0 s B WORK ERS COMPENSATION 16150814 4/1/2017 4/1/2018 X I ~ffruTE I I OTH- AND EMPLO YERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUT IVE D NIA E.L. EACH ACCIDENT S 1,000,000 OFFIC ER/MEMBER EXC LUDED ? (Mandatory In NH) E.L. DI SEASE -EA EMPLOYEE S1 ,000,000 If yes , describe unde r E.L. DISE ASE -POLICY LIMIT S1,000 ,000 DESCRIPTION OF OPERATIONS below C Errors & Omissions 425343942 4/1/2017 4/1/2018 Per Claim 2,000,000 Adv/Personal Injury A nnu al Agg reg ate 2,000 ,000 DES CR IPTION OF OPERATIONS/ LO CA TIONS/ VEHICLES (ACORD 101, Additional Remarks Sch edule, may be attached if more space is required) EPS# 171072 City of Cupertino, its City Council, boards and commissions, officers , employees and volunteers are additional insured per form GL 80-02-2367 for general liability and form CA 00 01 03 10 for automobi le liability. 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 Ave. ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino CA 95014 AUTHORIZED REPRESENTATIVE ( /;..,; ,.( <;:;: L {:' ~---. --~~... '. I ,, ,.,:)J:.,7'; •-:,·,, I ~Z--'-.. ~' (. ~-··._ . .,..,G:.J.. '~--~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Po licy #73558746 19 Mobile Equ ipment Subject To Compulsory Or Financial Responsibility Or Other Motor Vehicle Insurance Law Only Only those "autos" that are land vehicles and that would qual ify under the definition of "mobile equipment" under th is policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where they are licensed or principally garaged. B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declarations, then you have coverage for "autos" that you acquire of the type described for the remainder of the policy period. 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that coverage only if : a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that coverage ; and b. You tell us within 30 days after you acquire it that you want us to cover it for that coverage. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Covered Autos Liab ility Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Covered Autos Liabi lity Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads . 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. Breakdown ; b. Repair; C. Servicing ; d. "Loss"; or e. Destruction . SECTION II -COVERED AUTOS LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership , maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of covered "autos". However, we will only pay for the "covered pollution cost or expense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident". We have the right and duty to defend any "insured" against a "suit" asking for such damages or a "covered pollution cost or expense". However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or expense" to which this insurance does not apply . We may investigate and settle any claim or "suit" as we consider appropriate . Our duty to defend or settle ends when the Covered Autos Liability Coverage Limit of Insurance has been exhausted by payment of judgments or settlements . 1. Who Is An Insured The following are "insureds": a. You for any covered "auto". b. Anyone else while using with your permission a covered "auto" you own , hire or borrow except: (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto" you own . Page 2 of 12 © Insurance Services Office, Inc., 2011 CA 00 01 10 13 (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household . (3) Someone using a covered "auto" while he or she is working i n a business of selling , servicing, repairing , parking or storing "autos" unless that business is yours . (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company) or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership) or a member (if you are a lim ited liability company) for a covered "auto" owned by him or her or a member of his or her household . , . Anyone liable for the conduct of an "insured" described above but only to the ex tent of that liability . 2. Coverage Extensions a . Supplementary Payments We will pay for the "insured ": (1) All expenses we incur. (2) Up to $2,000 for cost of bail bonds (including bonds for related traffic law violations) requ ired because of an "accident" we cover. We do not have to furnish these bonds. (3) The cost of bonds to release attachments in any "suit" · against the "insured " we defend , but only for bond amounts within our Limit of Insurance . (4) All reasonable ex penses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day because of time off from work . (5) All court costs taxed against the "insured" in any "suit" against the "insured" we defend. However, these payments do not include attorneys' fees or attorneys' expenses ta xed against the "insured". (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend , but our duty to pay interest ends when we have paid , offered to pay o r deposited in court the part of the judgment that is within our Limit o f Insurance . These payments will not reduce the Limit of Insurance . b. Out-of-state Coverage Extensions While a cov ered "auto" is away from the state where it is licensed , we will: (1) Increase the Limit of Insu rance for Covered Autos Liability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or property. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out -of-state vehicles by the jurisdiction where the covered "auto" is being used . · We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the following : 1. Expected Or Intended Injury "Bodily injury" or "property damage" ex pected or intended from the standpoint of the "insured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages : a . Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement ; or b. That the "insured" would have in the absence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insure r may be held liable under any workers' compensation , disabil ity benefits or unemployment compensation law or any similar law. CA 00 0110 13 © Insurance Services Office , Inc ., 201 1 Page 3 of 12 4. Loss Payment -Physical Damage Coverages At our option, we may: a. Pay for , repair or replace damaged or stolen property; b. Return the stolen property, at our expense . We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value . If we pay for the "loss", our payment will include the applicable sales tax for the damaqed or stolen property . 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form . 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form . It is also void if you or any other "insured", at any time, intentionally conceals or misrepresents a material fact concerning: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under th is Coverage Form . 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge , your policy will automatically provide the additional coverage as of the day the revision is effective in your state . 4. No Benefit To Bailee -Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other provision of this Coverage Form. 5. Other Insurance a. For any covered "auto" you own , this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance . However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Covered Autos Liab ility Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Coverage , any covered "auto" you lease , hire, rent or borrow is deemed to be a covered "auto" you own. However , any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis , either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis . 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures . The estimated total premium w ill be credited against the final premium due and the first Named Insured will be billed for the balance, if any . The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund . b. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy . CA00011013 © Insurance Services Office, Inc., 2011 Page 9 of 12 CH LI 13 a ~ Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued APRIL 1, 2017 TO APRIL I, 2018 APRIL I, 2017 3592-96-23 WCE ECONOMIC & PLANNING SYSTEMS INC FEDERAL INSURANCE COMP ANY JANUARY 23, 2017 This Endorsement applies to the following fonm: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance Form 80-02 -2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added Persons or organizations shown in the Schedule are inmrcds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contractor agreement requires the person or organization to be afforded status as an irumred; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for in jury or damage to which this in surance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption ofliability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insunmce applies, th at the person or organization would have in the absence of such contractor agreement. Additional Insured· Scheduled Person Or Organization continued Endorsement Page 1 Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization L/abf/fty Insurance Form 80 -02 -2367 (Rev. 5-07) Under Conditions, Lhe fo.llowing provision is added to the condition titled Olher Insurance. If you are obligated,pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or ag reement, to provide wilh such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Additionaf fnsured • Scheduled Person Or Organization last page Endorsement Page 2 Conditions (continued) Transfer Or Waiver Of Rights Of Recovery Against Others Liability Insurance Form 80-02·2000 (Rev . 4·01) We will waive the right of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contrac t or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses. Contract Pa_qe 24 of 32 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC000313 (Ed. 04 -84) We have the right to recover our payments from anyone liable fo r an injury covered by this policy. We will not enforce our right against the person or organizat ion named i n the Schedule . (This agreement appl ies on ly to the extent that you perform work under a written contract that requires you to obtain this agreement from us .) This agreement shal l not operate d irectly or indirectly to benefit anyone not named i n the Schedule . Schedule State Person or Organization Job Description California This endorsement provides a blanket waiver of subrogation app l icable to all jobs for persons or o rganizations whom the Named Insured has agreed by written contract to furn ish this wa iver . The charge for t his endorsement shall be 2 .5% of total manual prem ium , subject to a mi nimum premium of $250. Th is charge will be billed on your next invoice based on current manua l prem ium , and the final charge wi l l be calculated and billed at the final audit. This endorsem ent chan ge s the poli cy to which it is atta c hed and is effecti ve on the date issued unless o the rwise stated . Republic Indemnity Company of California Company Number 27561 Insured Economic and Planning Systems, Inc. Po li cy Number Endors ement Number Endorsement Effective Printed On WC 00 03 13 (Ed . 04 -84) 16 1508-14 6 Apr il 01, 2017 March 21 , 2017 co 1983 National Co u ncil o n Compensa tion In surance. Countersigned by : ---------- Insured Copy • AGREEMENT BETWEEN THE CITY OF CUPERTINO AND ECONOMIC & PLANNING SYSTEMS, INC. FOR CONSULTANT SERVICES FOR TRAFFIC IMPACT FEE AND NEXUS STUDY THIS AGREEMENT, for reference dated JIML..-L---8 2016, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and Economic & Plaiming Systems, Inc, a California corporation whose address is One Kaiser Plaza, Suite 1410, Oakland, CA 94612 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly orgaiuz ed 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, backgrmmd, 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 Consultant Services for Traffic Impact Fee and Nexus Study 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, 2017, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform ead1 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 w1der this agreement shall not exceed One Hundred and Fifty Thousand Dollars ($150,000.00). The rate of payment is set out in Exhibit C, titled "Compensation", which is attached hereto and incorporated herein. 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 ead1 phase, clearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due. City of Cupe11ino Econmic Planning Systems, Inc Agreement For Traffic Impact Fee and Nexus Study Page 1of10 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of thjs Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a marn1er commensurate wi th the prevailing standards of specially-trained professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced p ersonnel who are not employed by the City nor have any contractual relationshjp with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationslup between them created b y this Agreement is that of an independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are Jimjted by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired b y virtue of Consultant's services. None of th e benefits provided by City to its employees, including but not limjte d 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 sta te or federal ta xes, FICA payments, PERS payments, or other purposes normall y associated with an employer-employee relationsillp from any fees due Consultant. Payments of the above items, if required , are th e responsibility of Consultant. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of !us/her employees performing work hereunder, pursuan t to all applicable IRCA or other federal , or sta te rules and regu lati ons. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of thjs 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 b y 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 sex ual orienta ti on will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of tlus Agreement. 10. PROJECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. Julie Cillu, is hereby designated as the Director of Public Works' designee and Project Manager, and shall supervise the progress and execution of tills Agreement. CONSULTANT: Consultant shall assign a single Consultant Project Manager to have overall responsibility for the progress and execution of tills 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 City of Cupertino Econmic Planning Systems , Inc Agreement For Traffic Imp ac t Fee and Nexus Study Page 2of10 and approval of the City Project Manager. The designated Consultant Project Manager shall be Jason Moody. 11. HOLD HARMLESS: A. Indemnitv Obligations Subject to Civil Code Section 2782.8. 1. Where the law establishes a standard of care for Consultant's professional services under Civil Code Section 2782.8, and to the extent the Consultant bread1es 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 c01rnection 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 . Sud1 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 Liabilitv. 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 indemnjfy 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 propertv . In addition to the obligations set forth in (A) and (B) above, Consultant shall indemnify, defend, and hold the City, its elected and appointed 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 City of Cupertino Econmic Planning Systems, Inc Agreement For Traffic Impact Fee and Nexus Study Page 3of10 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 tlus Agreement, Consultant shall furnish City with certificates showing the type, amow1t, effective dates and dates of expira tion 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 b y this certificate be canceled before the expiration date thereof, the insurer affording coverage shall provide tlurty (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 tlus 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 Califonua. 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: (1) Workers' Compensation: Statutory coverage as required b y 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: Bodil y 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 th e professional acts, errors and omissions of Consultant in the amount of at least $1,000,000 per claim and in the aggregate. 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 City ofCupe11ino Econmic Planning Systems, Inc Agreement For Traffic Impact Fee and Nexus Study Page 4 of IO insurance for recovery. Con s ultant h e reby gra nts to City, on behalf of an y in surer providing commercial gen era l and automotive li a bility insurance to either Consultant or City with resp ec t to th e services of Consultant h e rei n , a wa iver of any right to subroga ti on w hi ch any such insurer of said Consultant m ay acquire against City by virtue of the paym ent of any lo ss under such insurance. C. FAILURE TO SECURE: 1£ Consultant a t any tim e during the term h e r eo f should fail to secure or m a intain the foregoing insurance, City shall b e permitted to obtain such insurance in the Consultant's name or as an agent of th e Consultant and shall be compensated by th e Consultant for the costs of the insurance premiums at th e maximum rate permitted by law and computed from th e date wri tten notice is received that the premiums have not been paid . D . ADDITIONAL INSURED: . ' City, its City CowKil, boards and commissions, officers, employees and vo lunteers shall be named as an additional insured under all insurance coverages, except any worker's compensation and professional liability insurance, r equired by this Agreement. An additional insured named herein shall not be held liable for any pre mium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held b y an additional insured shall not be required to contribute anything toward any loss or expense covered by th e insurance provid ed b y this policy. E. SUFFICIENCY OF INSURANCE: The insurance ]jmits required b y City are not represented as being sufficient to protect _Consultant. Consultant is a d vis ed to confer with Consultant's insurance broker to d e termine adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform th e services r eq uired b y this Agreement. Consultant ma y be required to fill out a conflict of interest form if the se r vices provided und e r thi s Agreement require Consultant to make certain governmental d ecisions or serve in a staff capacity as d efin e d in Title 2, Division 6, Section 18700 of the Caljfornia Code of Regulations. 14. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, h ypoth e cate, 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, h y pothecation or transfer. However, claims for money b y Consultant from City under this Agreement may b e assigned to a b ank, 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 disposi tion of any of the issued and outstanding capital stock of Consultant, or of the inte rest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndkate or cotenancy, wluch shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control m eans 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 thi s Agreement shall be used in th e performance of thi s Agreement. In the event that Consultant employs s ubcontractors, such subcontractors shall b e required to furnish proof of workers' compensation insurance and sh a ll also be required to carry general, automobile and professional li a bility insurance in reasonable conformity to the insurance carried by Consultant. In C ity ofCupe1iino Econmic Planning Systems, Inc Agreement For Traffic Impact Fee and Nexus Study Page 5of10 addition, any work or services subcontracted herewider shall b e 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 comiection with the performance of services herewider. 17. OWNERSHIP OF WORK: A. Any interest (including copyright interests) of Consultant and its subconsultants in each and every sh1dy, document, report, draft, memoranda, work product, map, record, plan, drawing, specification and other deliverabl e, in any medium prepared or created b y Consultant or its subconsultants pursuant to or in com1ection with this Agreement, shall be the exclusive property of City. To the extent permitted by Title 17 of U.S. Code, all work product prepare d or created under this Agreement shall b e deemed works for hire and all copyrights in such works shall be th e property of City. In th e event that it is ever d etermined that any works prepared or created by Consultant or any subconsultant wide r 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 ma y 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 perpehial non-exclusive license to use such d etails 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 origi nal 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 (1) through B (3) above, and any modifications to an y of th e works, shall b e at City's sole risk and expense. D . Consultant shall, at such time and in such form as City ma y require, furnish reports concerning the stahls of services required wider this Agreement. E. All written work required to be provided b y this Agreement (other than large-scale architecrural 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 b y Consultant or any subconsultant without prior approval by City. G. Electronic and hard copies of Consultant's work product shall constitute th e Project deliverables. Plans shall be in CAD and PDF formats, and other documents shall be in Microsoft Word and PDF formats. 18. RECORDS: City of Cu pe1iino Econmic Plannin g Systems, Inc Agreement For Traffic Impact Fee and Nexus Study Page 6of10 Consultant shall maintain comple te and accurate records with r espect to sales, cos ts, ex penses, receipts and other such information required by City that r elate to th e performance of services unde r this Agreement. Consultant shall maintain adequate reco rd s of services provided in sufficient detail to permit an evaluation of services. All such reco rds shall b e maintained in accordance with gen era lly accepted accounting principles and shall b e clearly identifi e d and rea dil y accessibl e . Consultant shall provide free access to such books and records to the representativ es of City or its desig:nees at all proper times, and gives City the right to examine and audit same, and to make transcripts there from as n ecessa ry, and to allow inspection of ail 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) yea rs 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 th e City's supplemental exa mination or audit of the records discloses a failure to adhere to appropriate interna l financial controls, or other breach of contract or failure to act in good faith, th en 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 w1der this Agreement shall be given in w riting and conclusively shall be deemed served when d eliv ered personall y or on th e second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as h e reinafter provide d . All notices, demands, r equests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Julie Chiu All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Economic & Planning Systems, Inc. One Kaiser Pla za, Suite 1410 Oakland, CA 94612 Attention: Jason Moody 20. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the marmer required herew1d er, 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 b y giving seven (7) da ys' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pa y to the other party th a t portion of compensation specified in this Agreement that is ea rned and unpaid prior to th e effective date of termination . In the event of te rmination, Consultant shall deliver to City, copies of all reports, d ocuments, and other work performed by Consultant w1der this Agreement. Ci ty of Cupertino Econmic Planning Systems, Inc Agreement For Traffic Impact Fee and Nexus Stud y Page 7of10 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. B. WORKING DAY: To the extent applicable, Contractor shall comply with California Labor Code Section 1810, et seq. whjch 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 1 1/2 times the basic rate of pay. C. PAYROLL RECORDS: To the extent applicable, Contractor shall comply with Califorrua Labor Code Section 1776 wruch requires certificated payroll records be maintained with the name, address, social security number, work classilication, 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 rum or her in c01mection with thjs 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 trus 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 trus 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. 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. City of Cupertino Econmic Planning Systems , Inc Agreement For Traffic Impact Fee and Nex us Study Page 8of10 26. GIFTS: A. Consultant is fa miliar w ith City 's prohibition agains t the acc e ptance o f any g ift b y a City officer or d es ignate d employe e, which prohibition is fow1d in City Administrative Procedures. B. Consultant a g re es not to offer any City officer or designated employ ee any g ift prohibited by the Adminis trative Procedures . C. The offer or g iv ing of any prohibited gift shall constih1te a material breach of this Agreement b y Cons ultant. In addition to any other remedies, City may hav e in law or e quity, City may terminate this Agreement for such breach as prov ided in Section 20 of this Agreement. 27. INSERTED PROVISIONS: Each p rovision and cl a u se r equired by law to be in se rte d into the Agreem ent sh a ll b e d eemed to b e enacted h er ein, and th e Ag ree m ent sh a ll be r ea d and enforced as tho u g h ea ch were included herein . If th ro u gh mistak e or o th erwise, an y su ch p rovis ion is n o t inse rte d or is n ot co rrec tl y in se rte d , th e Agreem e nt shall b e a m ended to m ake such in se rti on on a ppli ca ti on by ei th e r party. 28. CAPTIONS: Th e ca ption s in thi s Ag reem ent are fo r co n veni en ce onl y, are n ot a p art of th e Agreem ent and in n o w ay affe ct, limit o r a mplify th e terms or p rovision s of thi s Agre em ent. C ity of C up e rtin o Econmi c Pl a nning S yste m s, In c Ag reeme nt For Traffic Impact Fee a nd N ex us Stud y Page 9 of IO P.O. No~ 7-o f (p -~~ IN WITNESS WHEREOF, th e parties h ave caused the Agreemen t to be executed. CONSULTANT Title Managing Principal Date 6/28/2016 Tax I.D. No.: 94-3056856 Address: 1 Kaiser Plaza, Suite 1410 Oakland, CA 94612 CITY OF CUPERTINO A Mwucipal Corporation B 2Z'~ Timm Borden, Director o'frublic Works Date 7/6/f !>- APPROVED AS TO FORM: coo~ h ,,,,,--Randolph Stevenson Hom, City Attorney t vr A TIEST: C it y of Cupertino Econm ic Planning Systems , Inc Agreement For Traffic Impact Fee and Nexus Study Contract Amount: $150,000.00 Account No.: Page 10of10 Exhibit A: Scope of Services The scope of work and deliverables described below reflects the task structure and content specified in the City's RFP, with one ex ception: we have switched Task 6: "Cupertino Fee Calculation Scenarios" with Task 8: "Nex us Study ". In our view , it is important to complete the ne x us study before calculating fee scenarios. In the task desc r iptions below we have elaborated on particular analytical steps and methodologies, as necessary, to provide further clarity and correlation to our detailed budget estimate (provided under separate cover). While a detailed scope is helpful to ensure that both the City and EPS Team are in agreement related to key tasks, milestones, and approaches, we also intend to remain fle x ible and responsive to any issues that may arise during the study process. Task 1: Meetings The EPS Team will part icipate in numerous meetings throughout the study process to ensure City staff and other key stakeholders are provided ample opportunities to provide feedback and course correction, as necessary . The following meetings are assumed as part of ou r baseline scope, although additional may be included as appropriate. • The entire EPS Team will participate in a project kick-off meeting in person. The kick -off Meeting shall clarify project scope, background, objectives, schedule and responsibilities. • Key members of the EPS Team will lead workshops for the development of Tasks 2 through 6 with City Staff and Stakeholder groups to present fee program work products, ans w er questions, and collect feedbac k . At least si x (6) meeti ngs are anticipated. • Key members of the EPS Team will participate in person or by phone in team meetings to review project status and work products . At least ten (10) meetings are anticipated. • Key members of the EPS Team will lead and prepare presentation materials for public workshops. At least two (2) workshops are anticipated. • Key members of the EPS Team will present the Ne x us Study at City Council meeti ng and draft Ordinance to be adopted by City . At least one (1) City Council meeting is anticipated . Deliverables • Final project scope and schedule from Project Kickoff Meeting • Meeting materials (including agenda) and meeting notes for City Staff and • Stakeholder Group Meetings • Meeting Notes from Project Status and Working Product Meeting • Presentation Materials, meeting materials (including agenda) and meeting notes for • Public Workshops • Presentation Material and draft ordinance to be adopted by City Council at City • Council Meetings Scope Task 2: Define Project Criteria and City Development Impact Fee System Network The EPS Team will work with City staff to confirm the transportation network and criteria for transportation facilities (including transit) to be included in the fee program . We will confirm the city-wide benefit zone for the fee program analysis, recognizing we may identify special sub- zones based on subsequent analysis. In addition, we will provide a summary of the implications of implementing a single uniform citywide TIF versus varying the TIF within benefit zones. This analysis will be informed by a review of applicable City plans and studies, including without limitation, the following: • General Plan: Community Vision 2015 -2040, • Master Plans (South Vallco Master Plan and North Vallco Master Plan), • Conceptual Plans (North De Anza Boulevard, South De Anza Boulevard, South Vallco Connectivity Plan), Draft Bicycle Transportation Plan, and Pedestrian Transportation Plan. Deliverables • Written confirmation of citywide benefit zone • Criteria Memo summarizing criteria for capital improvement projects used to develop TIF • System Map depicting the preliminary set of projects to be considered in this study. Task 3: Update the City Travel Demand Model Analysis and Growth Projections Task 3.1: Data Collection The EPS Team will work w ith City of Cupertino staff to identify and collect data required to fully support the study. These data may include but are not limited to the following: • ex isting development levels and future development projections reflecting buildout of the City 's General Plan; • transportation improvements needed to accommodate growth as identified in the General Plan, specific plans, and/or other regulatory documents; • maps, Geographic Information Systems (GIS) files, and other relevant spat ial data as necessary for graph ical depiction of data; • an inventory of the geometric and traffic control characteristics, collision data, and other safety -related information at the 33 intersections and 33 corr idors identified in the City 's General Plan EIR document, with an addition of up to 7 intersections and 5 corridors potentially impacted by new development; • peak period intersection turning movement counts at the intersections described above, as well as peak period pedestrian and b i cycle movement counts at select intersections identified by staff; • 24-hour tube counts at the corridors described above; • information on ex isting ta x es and fees currently charged to new development including the purpose of the imposition, the amount, and the type of development; Scope • cost data from recent construction of transportation capital projects, and • Available traffic projections. Deliverables: • Comprehensive request for data • Checklist of data requirements Task 3.2: Update Land Use Projections and Develop Traffic Forecasts The EPS Team will employ the intersection and corridor forecasts for the 2040 buildout scenario in the City's General Plan EIR for the cumulative baseline scenario of this study. As for the additional intersections (up to 5) and corridors (up to 5), the EPS Team will extract the forecasts from the General Plan model at the study locations and make appropriate National Cooperative Highway Research Program Report (NCHRP-255)adjustments based on the traffic counts for the intersections. In addition, the EPS Team will work with City staff to develop land use projections representing two alternatives (e.g., high growth alternative, etc.). The EPS Team will develop models for the two alternatives by updat i ng the General Plan model. The EPS Team will extract the forecasts from the alternative model at the study locations and make appropriate NCHRP-255 adjustments based on the traffic counts for the intersections. The process used to update land uses and develop the traffic forecasts shall be summarized in a technical memorandum for review and approval by City staff. Optional: The EPS team has the capabilities to develop the following additional model features listed below as needed : • Add a weekend mid-day assessment (Saturday model) • Include greenhouse gas emissions analysis capability • Test sensitivity of the transit sub-model to different levels of transit investment • Generate performance measures such as travel time by mode, and vehicle miles traveled by origin and destination • Additional graphical displays of the results as needed Deliverables: • Technical memorandum: Land Use Projections an ~ Traffic Forecasts Task 3.3: Citywide Roadway and Intersection Improvement Study This task provides a comprehensive capacity and safety study of Cupertino's major roadways and intersections to identify existing and future performance levels of service for the projects identified in the System Map. To measure level of service (LOS) performance, the EPS Team will update the General Plan TRAFFIX model to model the intersections identified in Task 3.1: Data Collection . The EPS Team will use the Highway Capacity Manual methodologies to evaluate the LOS performance for the roadway segments. The LOS analysis will be measured for the following scenarios: • Ex isting • Cumulative Baseline • Two Cumulative Alternatives as identified in Task 3 .3 Deliverables: • Technical memorandum: Existing and Future Traffic and Safety Analysis Technical Memorandum Task 4: Formulate Draft Project List Task ,4.1: Conduct existing deficiencies analysis Sco pe Based on the LOSs performance at the intersections and corridors as described above, the EPS Team will use the City's established LOS standard to identify deficiencies for which the cost to i mprove the LOS to standards cannot be funded by new development. Develop appropriate safety thresholds and conduct a citywide analysis to identify ex isting safety deficits at locations determined by City staff. The EPS Team may utilize available information on any ex isting deficiencies that have been previously identified (e .g ., The City's General Plan). Task 4.2: Analyze future LOS and multimodal safety conditions Based pm the LOSs performance at the intersections and corridors as described in Task 3.4, the EPS Team will identify impacted intersections and roadway segments for buildout year conditions . The EPS Team will use safety thresholds and analyze potential impacts on future intersection safety. Task 4.3: Identify and evaluate and transportation system improvements The EPS Team will confer with City staff to select intersections that are representative of impacted locations that can be improved with a common mitigation strategy (e.g., add additional left turn lane, synchronize traffic signals within corridor, reduce curb return radii to slow turning vehicles, etc.). After demonstrating the effectiveness of the proposed improvement(s), they can be used as a prototype for other applicable intersections in Cupertino using evaluation criteria determined by City staff. Intersections or roadways requiring unique non-prototypical improvements will be developed as necessary. The EPS Team will prepare conceptual or schematic intersection/roadway designs ( 10 to 15 percent engineering) of the prototypical improvements for the purposes of developing cost estimates. The conceptual improvements will be submitted to City staff for review and approval before developing cost esti,mates. The EPS Team will develop an evaluation process that will help the City understand potential secondary impacts of the proposed improvements particularly how they might affect all travel modes. Task 4.4: Develop cost estimates for transportation system improvements With staff approval of the unique and prototypical improvements, the EPS Team will develop preliminary construction cost estimates. Based on the recent unit cost data (if available) that City staff provides, the EPS Team will establish realistic unit cost data to be used consistently in the Study . In addition to unit costs for individual components of the improvements, the preliminary cost estimates will include lump sum estimates or percent markups for "soft costs" Scop e typically associated with capital projects including mob i lization, planning and design, program management, and contingencies . Soft costs must be reviewed and approved by City staff. The EPS Team will develop cost estimates for individual improvements, apply prototypical costs as necessary, and sum the costs for the entire transportation capital improvement program. Task 4.5: Refine and prioritize transportation capital improvement project list The EPS Team will work with staff to refine the list of projects that can be forwarded for inclusion in a potential fee program , or those projects that can be advanced with grant funding or for inclusion in the Regional Transportation Plan, Countywide Plan or other long range plans. The EPS Team will develop criteria and procedures for prioritizing projects that City staff may use to develop a TIF Expenditure Plan. Task 4.6: Document transportation capital improvement program The EPS Team will prepare a technical memorandum that documents the steps in Task 4. The memorandum will be written in an ex ecutive summary level of detail and reference appendices or a separate technical volume containing details of the traffic forecasting and citywide roadway and intersection improvement analyses. Deliverables: • Technical Memorandum : Preliminary Conceptual Improvements • Technical Memorandum: Construction Cost Assumptions and Methodology • Technical Memorandum: Draft Citywide Roadway and Intersection Improvement Analyses Task 5: Travel Demand Model Analysis The EPS Team will identify TIF projects on the General Plan model network and flag the links for select link analysis. The EPS Team will run model with updated/reconciled land use database and/or revised network to obtain select link trip matrices representing the TIF projects. The select link analysis will segregate the traffic demand at each TIF project into the following travel components: • Existing Trips • Through trips (traffic that does not stop within Cupertino) • Internal-external trips Based on this information, the EPS team will prepare a matri x of adjustment factor for each of the TIF capital improvement projects (in each benefit zone). Also, the EPS team will develop a matrix of adjustment factors for application to the project cost estimates that exclude the share of existing traffic at locations with an ex isting deficiency, and excludes the share of through traffic. The matri x will reflect differences between benefit zones. Deliverables: • Technical Memorandum: Travel Demand Model Analysis Scope Task 6: Nexus Study In this task the EPS Team will allocate the expected unfunded costs of the transportation improvement projects in the draft project list by land use type. A portion of each project 's cost must be allocated to the correction of ex isting deficiencies (if appropriate) and to growth in through trips. The analysis will include the following four sub-steps to formulate an equitable allocation of the costs: 1. Separate the cost of remedying e x isting deficiencies from the cost of accommodating growth; 2. Deduct out facility costs that already have a dedicated funding source. In addition, it will be important to give credit to new development for dedications, ex actions, special assessments, use fees, or other in -lieu payments toward its share of new capacity (note, this can also be accommodated as part of the fee implementation and administration protocol); 3. Identify the share of costs and benefits attributable to traffic that neither originates nor has a destination in the City of Cupertino, and 4. Distribute the net costs for the projects among different types of development (i.e., resident i al, reta i l, office, and industrial) and across geographical areas . Once the project list is refined (see Task 4) the allocated project costs w i ll be used to construct a fee schedule by land use type. Recommendations will be provided on different strategies for allocating the fees among residential, retail, and other commercial development, and across geographic boundaries. As part of this Task the EPS team also will rev iew of ex isting taxes, fees, and other funding mechanisms or resources that are currently or planned to fund transportation infrastructure in the City. To the ex tent that there is any overlap between the TIF and other funding sources, adjustments will need to be made. Deliverables • Technical Memorandum entitled "Nex us and Burden Analysis" which will document the analysis methods, summarized quantification of the nexus and burden, proposed fee schedule, and an assessment of the relative economic burden imposed by the preliminary fee schedule on local residential and commercial markets . Task 7: Cupertino Fee Calculation Scenarios The EPS Team will develop preliminary fee calculations based on the travel demand model described above and select link analysis. The results will present a fee per unit for various land use categories. Optional benefit zone structures and fees structures to be evaluated for various land uses based on i nput from City staff and stakeholders. The baseline scope assumes up to three separate fee scenarios . Task 7.1: Fee Comparisons and Related Economic Considerations This task will assess the scope, consistency, and economic implications of the various fee scenarios relative to those in surrounding and similar cities in Silicon Valley. The goal of this tas k will be to assess the potential competitive effects of Cupertino's TIF relative to comparable "peer" cities in the region as well as inform broader feasibility and economic considerations for the fee program. For e x ample, the EPS Team will compare the fee burden relat ive to total development costs for a typical project . For the fee compariso n and economic analysis it w i ll be important to Scop e consider the incremental effects of the proposed transportation fee relative to the total burden from all City impact fees . Deliverables • Report presenting preliminary calculations for up to three Preliminary Fee Scenarios • Report assessing fee comparisons and economic considerations Scope Task 8: Fee Revenue Estimates The EPS Team will provide fee revenue forecasts based on the Preliminary Fee Scenarios developed in Task 7. The revenue forecasts will be based on the growth forecasts developed in Task 3. Deliverables • Report identifying the Fee Revenue Estimates. Task 9: Draft Nexus Study Report Based on the analysis above and on-going input from staff and other stakeholders, the EPS Team will prepare a Draft Ne x us Report that documents the maximum allowable transportation impact fee consistent with the provisions of the Mitigation Fee Act (note the actual fee level will be determined by the City Council based on policy consideration and can be lower than the maximum allowable). The report will clearly describe the ne x us findings and rationale for allocating transportation facility cost to new development as well as document all key assumptions such as facility cost estimates, land use assumptions, and traffic modeling calculations. Based on consultation and direction from City staff, the Ne x us Report also will address implementation and administration of the fee program, including fee collection, cost escalation, and record keeping protocol, fee credit and reimbursement provisions (if any), coordination with other City financing mechanisms, and other considerations. In addition, as specified in the City RFP, the report will include the following: 1. A brief statement of the need for and purpose of a transportation impact fee . 2 . A description of the decision making and public input process used to arrive at the recommended fee program. 3 . A brief summary of the state rules and regulations for impact fees and how they have been complied with for the TIF fee program. 4. The list of projects, their costs, their implementation schedule, and the rationale and need for including them in the TIF program . 5. An estimate of the current balance i n fee revenues available for these projects. 6. Estimates of the non-fee revenues that may be available for these projects. 7. Tabulation of the unfunded sho rtfall that must be covered by impact fees. 8. The estimated growth (after allowing for vested development rights) that would be subject to the fee. 9. The ne x us ana lysis allocating the unfunded project costs to new development by land use category and justifying the "proportionality " of the fee . 10 . An assessment of the ability of the local residential and commercial markets to absorb a fee increase (economic burden analysis). Scope 11. Summary of proposed procedures for collecting, administering and expending fee revenues. 12. Recommended policies for granting exemptions and credits. 13. Recommended Strategic Expenditure Plan & Fee Schedule. 14. Recommendations regarding financing and cash flow. Task 10: Final Nexus Report The EPS Team will first prepare an Administrative Draft Report documenting the transportation nexus study. After receiving one set of consolidated comments on the draft from the City staff, ' the EPS Team will prepare a public review report and make a formal presentation of the Nexus Study findings and recommendations to City Staff, stakeholders groups and City Council. Based on any additional public comments, the EPS Team will prepare a final report. The Final Report will include a recommended Operating Agreement and any other appropriate instruments to formally implement the recommended TIF program by the City of Cupertino . Final Deliverable • The results of this Task will be a Final Nexus Study Report. Task 11: Additional Services The following tasks are presented as optional depending on the City's discretion and will be paid pursuant to a separate scope and budget agreement negotiated with the City. Task 11A: Additional model features Optional: The EPS team has the capabilities to develop the following additional model features listed below as needed : • Add a weekend mid-day assessment (Saturday model) • Include greenhouse gas emissions analysis capability • Test sensitivity of the transit sub-model to different levels of transit investment • Generate performance measures such as travel time by mode, and vehicle miles traveled by origin and destination . • Additional graphical displays of the results as needed Task 118: Consideration of Broader City Infrastructure and Funding (optional) The primary goal of this task will be to place the transportation impact fee in the broader conte x t of City infrastructure financing in general and available resources and mechanisms for transportation funding in particular. The EPS Team will draw upon our recent and on-going work with the City as part of the General Plan Update, including consideration of community benefits, growth alternatives and corresponding public facility needs and resources . We also will draw on our extensive experience with infrastructure financing California. As a first step in this task, we will work with City staff to identify ex isting or anticipated funding sources for the City 's transportation capital program, including the viability of various multi - Sc ope jurisdictional funding options (given the inter-regional nature transportation projects). As directed, this task can also be ex panded to include anticipated funding needs and resources for other City infrastructure and public facilities given the inter-relationships between many funding sources. The objective of the funding analysis will be to compare improvement cost estimates with funding sources and mechanisms to quantify at a high level the potent ial City revenue contributions and shortfalls . The EPS Team will then draw on its ex perience in infrastructure finance to consider other financing tools, options and resources and their associated applicability to meeting the City's long term needs. It will also consider opportunities f.or leveraging TIF revenue to obtain grants and funding from other competitive sources. The analys is will comprehensively and realistically assess the potential for and magnitude of the full menu of funding options commonly available for municipal finance, describe the steps necessary to secure them, and the likely timing for receipt as it relates to infrastructure need and phasing. Exhibit B: Schedule of Performance We are suggesting an efficient sequencing of tasks and frequent communication with City Staff. We plan to begin work in July 2016 and aim to complete the Draft Study Report by December 2016 with completion of the final report and nexus study in January 2017. Although this schedule is based on the RFP, the EPS Team will make efforts to ex ceed this timeline with the understanding that time is of the essence for the City . Earlier completion of the technical work will largely depend on coordination of inputs and assumptions with the City and Valley Transit Authority (VTA). We are open to refining the timeframe based on your needs. Exhibit C: Compensation Table 2 Detail for EPS Proposed Price Proposal EPS EPS Task/ Moody Nimon Sigman Research Prod. Staff Cost Direct EPS Description PIC PM Advisor Analyst Staff Subtotal Costs Total Task 1: Meetings I Presentations 1 28 30 2 1 4 $14,515 $620 $15 ,135 Task 2: Define the Project Criteria and City 8 6 0 2 0 $3 ,560 $0 $3 ,560 Development Impact Fee System Network Task 3: Update the City Travel Demand 16 24 4 2 0 $10,530 $0 $10,530 Model Analysis and Growth Projections Task 4: Formulate Draft Project List 4 6 0 0 0 $2,270 $0 $2,270 Task 5: Travel Demand Model Analysis 2 6 0 0 0 $1,750 $0 $1,750 Task 6: Nexus Study 18 30 2 4 0 $11,930 $0 $11 ,930 Task 7: Cupertino Fee Calculation 16 24 0 16 0 $11 ,080 $0 $11 ,080 Scenarios Task 8: Fee Revenue Estimation 6 10 0 2 0 $3 ,860 $0 $3 ,860 Task 9: Draft Nexus Study Report 20 20 0 2 4 $9,910 $50 $9 ,960 Task 10: Final Report 11 § Q 1 ~ $4 ,860 $65 $4,925 TOTAL HOURS 129 162 8 33 11 Billing Rates $260 $205 $300 $125 $90 TOT AL PROJECT COSTS $74 ,265 $735 $75 ,000 [1] Includes EPS participation in 1 O site visits for meetings and/presentations as well as a minimum of 10 project management meetings (usua lly be phone). Exhibit C -Compensation Traffic Impact Fee and Ne x us Study EPS Price Proposal 06/21 /16 Table 3 Detail for Stantec Proposed P rice Proposal S tan tee Co ns ul ting Services u ~ ""' ·e· g 0.. ~ " .,,, " "::: .3'~ "' Hourlv Rates I 227 I 160 Task3: Upda te the City Travel Demand Model Analysis and Growth Projections ' Task 3.i: Data Collection Tas k 3.2 : Update land Use Projections and Develop Traffic Forecasts Cumulative Baseline Scenario Cumulative Alternative Scenarios (2) T ask 3.3: Citywide Roadway and Intersection Improvement Study 2 8 "' 'O ~ ~ (\l ..... il) .3 ·~ -g ~ :a 160 4 1 Cumulative Alterna tive Scenarios (2) I 1 2 I T a sk 4 : Formulate Draft Project List Task 4.x: Conduct E.xisting Deficiencies Analys is Task 4 .2 : Anal~c£c Futw·c LOS and Multimodal Safety Conditions Tas k 4.3: Identify and Evalua te Transportation Sys tern ln1provcn1cnts Task 4.4: Develop Cost Estimates for Transportation System improvements T ask 4.5: Refine and Prioritize Transportation Ca pital l_11_1p!'_~vcmC:nt Project List Tas k 4.6: Document Trans portation Capital ln1proven1cnt Program 1--;;5 k"5;-n:~;;1 r;;,;~;,;;-;fM".><lciA;~~1;:5i ;;---·--·--···-··· Total Hours By Tea m Me m ber' To tal Cos t By Tea m Me mber; 2 2 4 4 r 4 8 t 12 36 48 8,172 I " ijJ ..... ~ --::; (J.) Ion E ~ .::: 8 ·z; _, ~ w "' J60 M.il c<.1 g~ ! I D~ila C1)1lt•c li (l n :~h;.;:[);;cc{~'.'Cl~ (OJ~~L::::::::::=::-::.~ .. ::=-----... Optional Tasks ········xa <C3wceke;:;:<lM"iCi=<l3;;A.s;;;;;;;;;;:;:;;;;:t"(s3t:;;;:<l a:y·M · Include Model GreenHouse Gas E missions Analys Test Scnsiti\~ty of the Transit Sub-Model tODifi'CN•-- Gcncrate Additional Pcrfor1nancc Meas ures Additio nal Graphical Displa vs of the Res ults- Total Hours By Team Member (O pti onal Tasks) 14 Total Cost By Team Me mber' 3 ,178.00 l * Sta ntec Co ns ult a nt So ±=j 16 -----~ 16 _4 ___ ~ 16 16 152 i--- += 2,560.00 24,320.00 l s .,,, c "' 5 "§ __ ....,_ J OO 8 2 8 16 8 20 115 --::: :§. :~ g ::; ::: ·= c3 -5 --1--__:«: JOO >. "' ~ £~ '.r. E-- " ;§ 17 $ ~ v; ""' 0 ~ ~~ ~ 2,3 07 1 I _ _!;l_ -I $ 2,154 I 44 $ 7,3 08 0 14 $ 2,254 20 2,854 35 4,848 39 $ 5,834 16 $ 2,828 17 $ 2,688 98 14,896 11 440 11 ,500 1,100 $ 57,252 840 ;; s 75 ,000 -L ..... 88 s ... ·--· ;4;348 20 $ 3,334 , __ 20 s 3,334 30 J_ 4,934 --·---;a s 4,so8 186 $ 30,058 Economic & Planning Systems, Inc. 3 M: \Proposa ls\161000\161 085Cuperti no T l F\Price Proposal2. docx ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD /YYYY ) ~ 6/29/2016 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 endorsementlsl. PRODUCER CONTACT NAME : Andrei ni & Company-San Mateo P~£>NJ~ r "· 650-573-1 1 11 I FAX . 650-378-4361 220 West 20th Ave •«r San Mateo CA 94403 E;...M~A~~c:c:. ktotten@andreini.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Federal Insurance Company 20281 INSURED ECON0-5 INSURER B : Republic Indemnity Co of C a lif 43753 Economic & Planning Systems INSURER c ,Continental Casualty Company 20443 2295 Gateway Oaks Dr. #250 INSURER D : Sacramento CA 95833 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER· 1145066367 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLI CY PER IOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT , TERM OR CONDITION OF AN Y CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLIC IES DES CRIBED HEREIN IS SUBJECT TO ALL THE TER MS, EX CLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MA Y HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE Auuc l::iUBK POLIC Y EFF POLICY EXP LIMITS LTR INSD WYO POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl A x COMMERCIAL GENERAL LIABILITY 3592 962 3 4/1/2 01 6 4/1/2 017 EACH OCC URREN CE $1,000 ,000 -D CLAI MS-MA DE Q OCCUR DAMAG E TO RENTED PRE MISES IEa occurrence! $1,000 ,000 MED EXP (Any one person) $10 ,000 - PERSO NAL & ADV INJU RY $Excluded - GEN'L AGGR EGATE LI MIT APPLI ES PER : GENERA L AGGR EGAT E $3,000 ,000 ~ D PR O-D PRODU CTS -COM P/OP AGG $3,000,00 0 POLICY JE CT LOC OTH ER : Per Proj ecVLoc $ A AUTOMOBILE LIABILITY 73558 746 4/1/20 16 4/1/20 17 ('E~~~~~~~trlNG LI= LIMIT $1 ,000,000 -ANY AUTO BOD ILY INJ URY (Per pe rson ) $ -ALL OWN ED -SC HED ULED AUTO S AUTOS BO DIL Y INJ URY (Per acc ident ) $ --NON -OW NED PR OPERTY DAMAG E x HI RED AUTO S x AUTOS (Pe r acci dent) $ --$ A UMBRELLA LIAB H OCC UR 798 71 994 4/1/20 16 4/1/201 7 EAC H OCC URR ENCE $1,000,000 -EXCESS LIAB CLAI MS -MAD E AGGR EGATE $1,000 ,000 OED I I RETE NTI ON$ $ B WORKERS COMPENSATION 161508 13 4/1/20 16 4/1/20 17 x I ~f~TUTE I I OTH-ER AND EMPLOYERS' LIABILITY Y/N ANY PROPRI ETO R/PARTNER/EX ECUT IVE D N/A E.L. EACH ACC IDENT $1,000 ,000 OFFIC ER/M EMBER EXCLUDED ? (Mandatory in NH) E.L. DI SEAS E -EA EMP LOY EE $1,000 ,000 If yes, describe under DESC RIPTI ON OF OP ERATI ONS be low E.L. DIS EAS E -POLICY LI MIT $1,000 ,000 c Errors & Omissions 4253 4394 2 4/1/20 16 4/1/20 17 Per Cl aim 2,000 ,000 Adv/Persona l Inju ry Annua l Aggre gate 2,000 ,000 DESCRIPTION OF OPER ATIONS I LOCATIONS I VEHICLES (ACORD 101 , Additional Remark s Schedule , may be atta ched if more spa ce is requir ed) City of Cupertino, its C ity Counci l , boa rds and comm iss ions , officers , e mployees and volunteers are a dd itional i nsured per form GL 80-02-2367 for general liability and form CA 00 01 03 10 for automobile liability . EPS Job #161085 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 A v e ACCORDANCE WITH THE POLICY PROVISIONS . Cupe rtino CA 95014 AUTHORIZED REPRESEN TAT IV E I • ,/'" ( ,,.·:·· ! £,'~"'' ' \ ~p /i '/--' ;t:?-:/.--:---. I ~~"f. __ . \. __ / (~ ·-· <f;.;.·c_.~;.~).-Y-. ... © 1988-2014 ACORD CORPORATION . All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Po licy #73558746 19 Mob ile Equipment Subject To Compulsory Or Financial Responsibility Or Other Motor Veh icle Insurance Law Only Only those "autos" that are land vehicles and that would qualify under the defin ition of "mobi le equ ipment" under this policy if they were not subject to a compulsory or financial respons i bility law or other motor veh ic le insurance law where they are licensed or principally garaged. B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declarations , then you have coverage for "autos" that you acqu ire of the type described for the remainder of the policy period . 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations , an "auto" you acquire will be a covered "auto" for that coverage only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that coverage ; and b. You tell us within 30 days after you acquire it that you want us to cover it for that coverage . C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Covered Autos Liabil ity Coverage is provided by this Coverage Form , the follow ing types of vehic les are also covered "autos" for Covered Autos Liab ility Coverage: 1. "Trailers" w ith a load capacity of 2 ,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" wh ile being ca rried or towed by a cove red "auto". 3. Any "auto" you do not own while used w ith the permission of its owner as a temporary substitute for a covered "auto" you own that is out of serv ice because of its : a. Brea kdown ; b. Repa ir ; c. Servic ing ; d. "Loss"; or e. Destruction . SECTION II -COVERED AUTOS LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies , caused by an "accident" and result i ng from the ownership , ma intenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to wh ich this insurance applies , caused by an "acc ident" and resu lt ing from the ownersh ip , maintenance or use of covered "autos". However , we w ill only pay for the "covered pollution cost or ex pense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident". We have the right and duty to defe nd any "insured" aga i nst a "suit" asking for such damages or a "covered pollut ion cost o r ex pense". However, we have no duty to defend any "insured" against a "suit" seek ing damages for "bod ily injury" or "property damage" or a "covered pollut ion cost or ex pense" to which this insurance does not app ly. We may investigate and settle any claim or "suit" as we consider appropriate . Our duty to defend or settle ends when the Covered Autos Liability Coverage Limit of Insurance has been exhausted by payme nt of judgments or settlements . 1. Who Is An Insured The following are "insure ds": a. You for any covered "auto". b. Anyone else while us i ng w ith your permiss ion a cove red "au to" you ow n, hire or borrow except: (1) The owner or anyone else from whom you hire or borrow a cove red "auto". Th is exception does not apply if the covered "auto" is a "tra iler" co nnected to a covered "auto" you own . Page 2of12 ©Insurance Services Office, Inc., 2011 CA 00 01 10 13 (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company) or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership) or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household . 1 • Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (2) Up to $2 ,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover . We do not have to furnish these bonds. (3) The cost of bonds to release attachments in any "suit" against the "insured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day because of time off from work. (5) All court costs taxed against the "insured" in any "suit" against the "insured" we defend. However , these payments do not include attorneys' fees or attorneys' expenses taxed against the "insured". (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend , but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance . b. Out-of-state Coverage Extensions While a covered "auto" is away from the state where it is licensed , we will: (1) Increase the Limit of Insurance for Covered Autos Liability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered "auto" is be ing used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or property . (2) Provide the minimum amounts and types of other coverages, such as no- fault , required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions . B. Exclusions This insurance does not apply to any of the following: 1. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement ; or b. That the "insured" would have in the absence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any similar law. CA00011013 ©Insurance Services Office, Inc ., 2011 Page 3of12 4. Loss Payment -Physical Damage Coverages At our option, we may: a. Pay for, repair or replace damaged or stolen property ; b. Return the stolen property, at our expense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value . If we pay for the "loss", our payment will include the applicable sales tax for the damaried or stolen property . 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us . That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form . It is also void if you or any other "insured", at any time, intentionally conceals or misrepresents a material fact concerning: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form. 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge , your policy will automatically provide the additional coverage as of the day the revision is effective in your state. 4. No Benefit To Bailee -Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other provision of this Coverage Form. 5. Other Insurance a. For any covered "auto" you own , this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However , while a covered "auto" which is a "trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own . b. For Hired Auto Physical Damage Coverage , any covered "auto" you lease , hire, rent or borrow is deemed to be a covered "auto" you own . However, any "auto" that is leased, hired , rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary , we will pay only our share . Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any . The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due , the first Named Insured will get a refund . b. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy . CA 00 01 10 13 ©I nsurance Services Office , Inc ., 2011 Page 9of12 Liability Insurance Endorsement Policy Period APRIL 1, 20 16 TO APRIL 1, 2017 Effective Date APRIL 1, 2016 Policy Number 3592-96-23 WCE Insured ECONOMIC & PLANNING SYSTEMS INC Name of Company FEDERAL INS CRANCE COMP ANY Date Issued JANUARY 27 , 2016 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability In s urance Form 80 -02-2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds ; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them wit h such insurance as is afforded by this policy. However, the person or organization is an insured only : if and then only to the extent the person or organization is described in the Schedule; to the extent such contract or agreement requires the person or organization to be afforded status as an insured ; for activities that did not occur, in whole or in part, before the exec uti on of the contract or agree m ent ; and with respect to damages , loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision : that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any lim itation app licab le thereto). with respect to any assumption of liabi li ty (of another person or organization) by them in a contract or ag reement. This limitation does not apply to th e liability for damages , loss, cost or expense for injury or damage, to wh ic h this insurance app li es , that the p erson or organization wo uld ha ve in the absence of su ch contract or agreeme nt. Additional lnF!f!f-e?f~ P~}Y Organization continued Endorsement Page 1 Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability In surance Form 80-02 -2 367 (Rev. 5-07) Under Conditions , the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement , to prov ide the person or organiza tion shown in the Schedule w ith primary insurance such as is afforded by d1is policy, then in such case thi s insurance is prim ary and we will not seek contribution from insurance ava i labl e to such per so n or organization . Schedule Perso ns or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other tenns and conditions remain unchanged. Authorized Representative Additional lnR@fe?f~ P~}Y Organization last page Endorsement Page 2 Conditions Other Insurance (continued) Premium Audit Separation Of Insureds Liability In surance Form 80-02-2000 (Rev. 4-01) General Liability D . that is insurance: I. provided to you by any person or organization working under contract or agreeme nt for you ; or 2 . under which you are included as an insured ; or E. that is insurance under any Property section of th is policy. When this insurance is excess , we will have no duty to defend the insured against any suit if any other insurer has a duty to defend such insured against suc h suit. If no other insurer defends, we will undertake to do so, but we wi ll be entitled to the insured 's rights against all those other insurers. When this insurance is excess over other insurance, we wi ll pay only our share of the amoun t of loss, if any, that exceeds the sum of the total: amount that all other insurance would pay for loss in the absence of this insurance; and of all deductible and self-insured amounts under all other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not negotiated specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance . Method of Sharing If all of the other insurance permits contribution by equa l shares , we wi ll fo ll ow this method also. Under this method each insurer conttibutes equa l amounts until it has paid its applicable lim its of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares , we will contribute by limits. nder this method , each insurer's share is based on the ratio of its applicable limits of insurance to the total applicable limits of in surance of all insurers . We w ill compute all premiums for this insurance in accordance w ith our rules and rates. ln accordance wit h th e Estimated Premiums section of the Premium Summary, premiums shown w ith an aste1isk (*)are estimated premiums and are subject to audit. In addition to or in lieu of such designation in the Premium Summary, premiums may be designated as est im ated premiums e lsewhere in this policy. In that case, these premiums will also be subject to audit , and the second paragraph of the Estimated Premiums section of the Premium Summary wi ll app ly . Except with respect to the Limits Of Insurance, and any rights or duties specifically assigned in this insurance to the first named in s ured , this insurance applies: as if each named insured were th e only named insured ; and separate ly to each insured against whom claim is made or suit is brought. Reference Copy Con trac t Page 23of 32 Conditions (continued) Transfer Or Waiver Of Rights Of Recovery Against Others Liability In surance Form 80-02 -2000 (Rev. 4-01) We w ill waive the right of recove1y we would otherwise have had against another person or organization , for lo ss to which this insurance applies, provided the in sured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the ex tent that the insured 's rights to recover a ll or part of an y payment made under this insurance have not been wa ived , those rights are transferred to us. The insured must do nothing after lo ss to impair them . At our request, the insured w ill bring suit or tra nsfer those rights to us and help us enforce them. This condition does not apply to medical expenses. Reference Copy Contract Page 24 of 32 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed . 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us .) This agreement shall not operate d irectly or indirectly to benefit anyone not named in the Schedu le. Schedule State Person or Organization Job Description California Blanket Waiver Of Subrogation "These Terms Supersede Those Listed Above And The"*" Below. We Have The Right To Recover Our Payment From Anyone Liable For An Injury Covered By This Policy . We W i ll Not Enforce Our Right Against Any Person Or Organization With Whom You Have A Written Contract Pre-Dating The Date Of Injury If The Written Contract Specifically Requires A Subrogation Waiver For Work You Perform At That Person's Or Organization's Premises. At Our Request You Will Provide The Written Contract With The Person Or Organization Asserting Immunity From Subrogation Under This Endorsement. The additional premium charge for this endorsement shall be 2.5% of the premium developed in conjunction with the work for which this waiver is provided. This endorsement changes the po licy to which it is attached and is effective on the date issued un less otherwise stated. Republic Indemnity Company of California Company Number 27561 Insured Economic And Planning Systems , Inc Policy Number Endorsement Number Endorsement Effective Printed On WC 00 03 13 (Ed . 04-84) 161508-13 6 April 01 , 2016 March 18, 2016 © 1983 Natio nal Council on Compensation Insurance. Countersigned by : Insured Copy ~~~~~~~~~~-