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17-107 Fehr & Peers, Parking Demand Study Services for the Existing 76 Gas Station at 10490 South De Anza BoulevardZot8 -15'? AGREEMENT BETWEEN THE CITY OF CUPERTINO AND FEHR & PEERS FOR PARKING DEMAND STUDY SERVICES FOR THE EXISTING 76 GAS STATION AT 10490 SOUTH DE ANZA BOULEY ARD THIS AGREEMENT, is entered into this fourteenth day of June , 20 l 7 , by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and Fehr & Peers , a California Corporation whose address is l 60 W. Santa Clara Street, Suite 675, San Jose , CA 95 l I 3 (hereinafter referred to as "Consultant") ( collectively referred to as the "Parties"). RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained , experienced and competent to perform the special services which will be required by this Agreement. C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for a Parking Demand Study for the existing 76 Gas Station at 10490 South De Anza Boulevard upon the terms and conditions herein. NOW , THEREFORE, the Parties mutually agree as follows: I. TERM The term of this Agreement shall commence on June 15, 20 I 7, and shall terminate on June 30, 2018 , unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall perform each and every service set forth in Exhibit "A" pursuant to the schedule of performance set forth in Exhibit "B," attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed Six Thousand and Two Hundred dollars ($6,200 .00) based on the rates and terms set forth in Exhibit "C ," which is attached hereto and incorporated herein by this reference. In order to request payment, Consultant shall submit monthly electronic invoices to C DDin vo ices@c up e rtin o .org describing the services performed and the applicable charges (including a summary of work performed during that period , personnel who performed the services, hours worked , task(s) for which work was performed). 4. TIME IS OF THE ESSENCE Consultant and City agree that time is of the essence regarding the performance of this Agreement. D Damages: The parties agree that in case all the work called for under the Agreement is not completed before or upon the expiration of the time limit as set forth in paragraph I above, damage will be sustained by the City, and that it is and will be impracticable to determine the actual damage which the City will sustain in the event of and by reason of such delay . It is therefore agreed that the Consultant will pay to the City the sum of ----Dollars ($----) per day for each and every day's delay beyond the time prescribed to complete the work; and the Consultant agrees to pay such liquidated damages as herein provided, and in case the same are not paid, agrees that the City may deduct the amount thereof from any money due or that may become due the Consultant under the Agreement. It is further agreed that in case the work called for under the Agreement is not finished and completed in all parts and requirements within the time specified, the City shall have the right to extend the time for completion or not, as may seem best to serve the interest of the City; and if it decides to extend the time limit for the completion of the Agreement, it shall further have the right to charge the Consultant, his or her heirs, assigns, or sureties, and to deduct from the final payment for the work, all or any part, as it may deem proper, of the actual costs and overhead expenses which are directly chargeable to the Agreement, and which accrue during the period of such extensions. The Consultant shall not be assessed with liquidated damages during any delay in the completion of the work caused by an act of God or of the public enemy, acts of the City, fire , flood , epidemic, quarantine restriction , strikes, freight embargoes, and unusually severe weather or delays of subcontractors due to such causes; provided that the Consultant shall, within one (1) day from the beginning of such delay , notify the City in writing of the causes of delay. The City shall ascertain the facts and the extent of the delay , and its findings of the facts thereon shall be final and conclusive. 5. STANDARD OF CARE Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES City and Consultant intend that the relationship between them created by this Agreement is that of independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to , unemployment insurance , workers' compensation plans , vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes , FICA payments, PERS payments , or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 7. SPECIAL REQUIREMENTS D a. Mandated Reporting. Consultant shall comply with the requirements of California Penal Code 11164-11174.3 and as set forth in Exhibit "E " which is attached hereto and incorporated herein by this reference. D b. Fingerprinting and Tuberculosis Declaration. (required for co ns ultants wo rking wit h children under age 18) Consultant agrees to complete fingerprinting , criminal background checks, and tuberculosis screening for all individuals covered under this Agreement pursuant to the requirements set forth in Exhibit "F" which is attached hereto and incorporated herein by this reference . 8. · IMMIGRATION REFORM AND CONTROL ACT GRCA) Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal , or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss , damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 9. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination, Consultant agrees that it shall not harass or discriminate against a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed , color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. D Additional non-discrimination requirements for contracts involving federal, state, or HUD funds . Consultant shall comply with the requirements set forth in Exhibit "G ". 10. HOLD HARMLESS 0 Standard Indemnification: Consultant shall , to the fullest extent allowed by law and without limitation of the provisions of this Agreement related to insurance, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them , including any injury to or death of any person or damage to prope1ty or other liability of any nature, whether physical , emotional , consequential or otherwise, arising out, pertaining to , or related to the negligent 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. The acceptance of the Services by City shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Contract. IZI Design Professional Indemnification: A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant 's professional services , and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall , to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend , and hold harmless the City and its officers , officials , agents , employees and volunteers from and against any and all liability, claims , actions, causes of action or demands whatsoever against any of them , including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to , or relate to the negligence , recklessness , or willful misconduct of Consultant or Consultant's employees , officers , officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice , expert fees and all other costs and fees of litigation. Con s ultant 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. B. Claims for Other Liability. Consultant shall , to the fullest extent allowed by law , with respect to all services performed in connection with the Agreement, indemnify, defend , and hold harmless the City and its officers, officials , agents , employees and volunteers 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 negligence , recklessness , or willful misconduct of Consultant or Consultant's employees , officers , officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys ' fees of counsel of City's choice , expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City , its agents or employees. Indemnification under this section for damage to property or other liability of any nature shall include damage caused by 1. Consultant 's unauthorized use or dissemination of confidential information , 11. Consultant 's unauthorized access to or use of City or third person 's computer hardware and networks , and 111. Consultant 's introduction of a computer virus , malware or other unauthorized programs to the City or third person 's computer hardware , network, or other computer-related property and the data, software , and programs thereon , or failure to reasonably protect against such actions. C. Claims involving intellectual property. In addition to the obligations set forth in (A) and (B) above, Consultant shall indemnify, defend , and hold the City, its elected and appointed officers , employees, and volunteers, harmless from and against any Claim in which a violation of intellectual property rights , including but not limited to copyright or patent rights , is alleged that arises out of, pertains to , or relates to Consultant's negligence, recklessness or willful misconduct under this Agreement. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice , expert fees and all other costs and fees of litigation . 11. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered , effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D". Such certificates, which do not limit Consultant's indemnification , s hall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as ' additional insured shall be submitted with the insurance certificates. 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 comprehensive general and automotive liability insurance , Consultant shall look solely to his /her insurance for recovery . Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein , a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any los s under such insurance. C . Failure to secure or maintain insurance. If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance , City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. Additional Insured. City, its City Council , boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages , except workers' compensation and any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additfonal insured. An additional insured named herein shall not be held liable for any premium , deductible portion of any loss , or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. Sufficiency of Insurance. The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insured City. Furthermore, the requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. 12. CONFLICT OF INTEREST Consultant warrants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it will not employ any person having such an interest. Consultant agrees to advise City immediately if any conflict arises and understands that it may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 13. PROHIBITION AGAINST TRANSFERS Consultant shall not assign, sublease, hypothecate , or transfer this Agreement, or any interest therein, directly or indirectly , by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee , sublessee , hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment , hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale , assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 14 . SUBCONTRACTOR APPROVAL Unless prior written consent from City is obtained , only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general , automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition , any work or services subcontracted hereunder shall be subject to each provision of this Agreement. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of the subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Subcontractor further agrees to include these same provisions with any sub- subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the subcontractor upon request. Consultant shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to City . 15 . PERMITS AND LICENSES Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to , a City Business License, that may be required in connection with the performance of services hereunder. Consultant may apply for a Cupertino Business License on lin e . If the Consultant's sole business contact within Cupertino is the sale of goods or services to the City itself, the Consultant may apply for an exemption from the business license tax. 16. MINIMUM WAGE Given that the Consultant is subject to the City 's business license requirements , the Consultant is also subject to the Cupertino Minimum Wage Ordinance ( 16-2 151 ). 17. REPORTS A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced , prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B . All Reports prepared by Consultant may be used by City in execution or implementation of: (l) The original Project for which Consultant was hired; (2) Completion of the original Project by others ; (3) Subsequent additions to the original project; and/or (4) Other City projects as City deems appropriate. C. Consultant shall , at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 18. RECORDS Consultant shall maintain complete and accurate records with respect to sales , costs , expenses , receipts and other such information required by City that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents , proceedings and activities related to this Agreement. Such records , together with supporting documents , shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after Consultant receives final payment from City for all services required under this agreement. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 19. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code and Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at an y time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term , condition , or provision of this Agreement. 20. ENVIRONMENTALLY PREFERABLE PURCHASING Consultant shall comply with the City 's Environmentally Preferable Procurement Policy whenever practicable in completing any work under this agreement, including but not limited to : • Using paper products made with recycled content and recycled/remanufactured toner and inkjet cartridges ; • Printing with soy or low volatile organic compounds (VOC) inks ; • Using energy-star compliant equipment; • Using cleansers and working with janitorial contractors to meet Green Seal 's Industrial and Institutional Cleaners Standard; and • Ordering supplies electronically and practicing other internal waste reduction and reuse protocols. 21. NOTICES All notices , demands, reque sts or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail , postage prepaid , registered or certified, addressed as hereinafter provided. All notices, demands, requests , or approvals shall be addressed as follows: TO CITY: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Ellen Yau TO CONSULT ANT: Franzi s ka Church Fehr & Peers 160 W. Santa Clara Street, Suite 675 San Jose, CA 95113 22. TERMINATION In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified and according to the requirements set forth in City 's written notice of default, and in addition to any other remedy available to the City by law, the City Manager may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The City Manager shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance. City shall pay Consultant for services satisfactorily performed up to the effective date of termination. If the termination if for cause, City may deduct from such payment the amount of actual damage, if any, sustained by City due to Consultant's failure to perform its material obligations under this Agreement. Upon termination, Consultant shall immediately deliver to the City any and all copies of studies, sketches, drawings , computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the property of City. 23. COMPLIANCE Consultant shall comply with all state or federal laws and all ordinances, rules , policies and regulations enacted or issued by City. 24 . 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 appl,ication of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws , orders, rules, and regulations of the authorities having jurisdiction over this Agreement ( or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court of the County of Santa Clara, State of California. 25. ADVERTISEMENT Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills , lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 26. 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. 27. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties , 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. 28. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 29. INSERTED PROVISIONS Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 30. CAPTIONS AND TERMS The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. All unchecked boxes do not apply to this Agreement. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT :~'{:(;1 Title As~!e. Date (3 , 11> • (t: .... RECOMMENDED FOR APPROVAL MUNICIPAL CORPORATION City of Cupertino ~it,~~ Date 2 ~((7 D Over $175 ,000-Council Approval Required D Over $45 ,000-Department Head Approval Required C8J Up to $45 ,000-Designated Supervi sor Approval Required APPROVED AS TO FORM: (j24city Attorney ATTEST: ~~fr City Clerk Exhibits: ~ Exhibit "A"-Scope of Services ~ Exhibit "B "-Schedule of Performance ~ Exhibit "C "-Compensation ~ Exhibit "D"-Insurance Requirements and Proof of Insurance D Exhibit "E"-Mandated Reporting Acknowledgement D Exhibit "F"-Background/Fingerprint/TB Declaration D Exhibit "G "-Nondiscrimination-State/Federal/HUD funded project D Exhibit "H" -Request for City Manager to Waive Informal Bidding Requirements EXPENDITURE DISTRIBUTION PO #2017 -Account: 100-71-701 701-702 Amount: $6,200.00 Total: $6,200.00 Exhibit A FEHR ,f PEERS June 13, 2017 Ellen Yaum, Assistant Planner City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Subject: Proposal to Prepare a Parking Demand Study for the Existing 76 Gas Station at 10490 South De Anza Boulevard in Cupertino, California Dear Ellen : Fehr & Peers is pleased to submit this proposal to prepare a parking study for the existing 76 Gas Station located at the south-east corner of the Pacifica Drive/ De Anza Boulevard intersection at 10490 South De Anza Boulevard in Cupertino, California. The project proposes to demolish the existing auto repair shop and construct a new 2,482 -square foot (s.f.) food mart/convenience store. The gas station will move, but maintain their four dual-head pumps . The purpose of this study is to determine the parking demand rate for the proposed convenience store use based on similar sites in Cupertino. SCOPE OF WORK We will conduct field visits to observe parking occupancies at similar gas stations with convenience stores in Cupertino, which include: • Valero Gas Station located at 10002 North De Anza Boulevard • Chevron Gas Station located at 10023 South De Anza Boulevard • Shell Gas Station located at 20999 Stevens Creek Boulevard The number of cars parked at each gas station, excluding cars parked at gas pumps, will be collected in 15 -minute increments between 3:00 pm to 7:00 pm on a typical weekday (Tuesday, Wednesday, or Thursday) and between on a 12:00 pm to 3:00 pm on a Saturday . Using these parking counts, a weekday and weekend parking demand rate of parking spaces per square foot of convenience store will be determined . The results will be presented in a technical memorandum fo r review and comment. One round of responses to comments will be incorporated into the final memo ran dum. 160 W. Santa Clara Stree t I Suite 675 I San Jose, CA 95113 I (408) 278-1700 I Fax (408) 278-1717 www.fehrandpee rs.com Ellen Yau June 13, 2017 Page 2 of 2 Exhibit B & C FEE AND TERMS The time and materials to develop the parking demand rate and prepare a brief technical memorandum summari zing our results is $6 ,200 . The fee includes all professional and support staff time as well as direct expenses . Invoices will be submitted monthly and are due upon receipt. We estimate that w e can complete the draft parking study within about three after our receipt of a fully executed contract. We appreciate the opportunity to submit this proposal and look forward to working with you on this project. Should you have any questions, please feel free to call me at (408) 550-7340. Otherwise, please provide us a contract. The terms of this proposal are valid for a period of 30 days. Sincerely, FEHR & PEERS Sebastian Arias, EIT Transportation Engineer P/7-3230-SJ Assoc iate Exhibit D Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured . Consultant shall maintain the following minimum insurance coverage: A. COVERAGE: (I) (2) (3) D (4) Workers' Compensation: Statutory coverage as required by the State of California. Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate -al I 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. Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence Professional Liability Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1 ,000,000 . ~ FEHR&PE-01 YOUNGV ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD /YYYY ) ~ 7/26/2017 THIS CERTIFICATE IS ISSUED AS A MATIER 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 B'ELOW. 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riQhts to the certificate holder in lieu of sucli endorsement(s). PR ODUCER License # OE67768 ~~tw,cT Cassandra Thompson IOA Insurance Services PHONE I FA X 3875 Hopyard Road (A/C, No, Ext): (A IC , No):(925) 416-7869 Suite 240 ~oMlJ~""· Cassandra.Thompson@ioausa.com Pleasanton, CA 94588 INSURERfSl AFFORDING COVERAGE NAIC# INSURER A : RLI Insurance Comoanv 13056 INSURE D INSU RER B : Hartford Insurance Comoanv of the Midwest 37478 Fehr & Peers INSURER c : Libertv Insurance Underwriters Inc 19917 100 Pringle Avenue, Suite 600 INSURER D : Walnut Creek, CA 94596 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER · REVISION NUMBER · THI S IS T O C ERTI FY THAT THE POLI C IES OF IN SURAN C E LI STED BEL OW HAV E BEEN ISS UED T O TH E IN SURED NAM ED AB OV E FOR THE POLI CY P ERIO D INDI CATED. NOTWITHSTANDI NG A NY RE Q UIRE MENT, TERM OR CONDITION OF A NY CONTRACT OR OTHER DOC UMENT WITH R ESPECT T O WHI CH TH IS CERT IF ICAT E MAY BE ISS UED OR MAY PERTA IN , THE IN S URAN C E AFFORDED BY THE PO LI CIES DE SCRI BED HE REI N IS SUBJE CT T O AL L THE TE RMS , EXC LUS IONS AN D CONDITI ONS OF S UC H POLI CI ES. LIMITS SHOWN MAY HAV E BEEN REDU C ED BY PAI D CL A IMS . INSR TY PE OF INSURANCE ~.?.P~ SJJ9t POLI CY NUMBER ._POLIC Y EFF 1~2~,!,%~, LIM ITS I TR A X COMMERCIAL GENERAL LIABILI TY EACH OCCURREN CE $ 1 ,000,000 -:J CLA IMS-MADE 0 OCC UR ~~~t~U9F~';,~!~?r.ncAI 1,000,000 PSB0006683 12/06/2016 12/06/2017 $ - MED EXP fAnv one oersonl $ 10,000 -' 1 ,000 ,000 PE RSON AL & ADV INJURY $ -2 ,000,000 H'LAGGRE GATE LIM IT APP LI ES PER : GEN ERA L AGGR EGATE $ PO LI CY 0 ~tc?i [I] LOC PRODUCTS · COMP/OP AGG $ 2 ,000,000 OTHER: $ A AUTOMO BILE LIA BILITY fF~~~~~;~llNGLE LIMIT $ 1 ,000,000 - ANY AUTO PSA0002276 12/06/20 1 6 12/06/2017 BODILY INJUR Y (Per oers onl $ --OWNED SC HEDULED AUTO S ONLY AUTOS BODILY INJUR Y fPer accidentl $ -- X HIRED X NON -OWNED f ROPE RTY t~AMAGE AUTOS ONLY AUTOS ONL Y Per acci dent $ - $ A UMBREL LA LIAB M OC CUR EACH OC CURR ENC E $ 5 ,000,000 -PSE0002889 12/06/2016 12/06/2017 5,000,000 X EXCESS LI AB CLAIMS-MADE AG GREGATE $ DED I I RETENT IO N$ $ B WORKERS COMPENSATION X I ~f fr11TE I I OTH- AND EMPLO YERS' LIABILITY ER Y/N 57WEGZJ1989 05/01/2017 05/01/2018 1,000,000 ANY PR OPRIETO R/PARTN ER/EXECUTI VE [EJ E.L. EACH ACC IDENT $ OFF ICER/M EMBER EXCLUD ED? N/A 1 ,000 ,000 (M and ato ry in NH) E.L. DIS EASE -EA EMP LOYEE $ If yes , desc ribe un de r DE SC RIPTIO N OF OP ERAT IONS below E.L. DISEAS E -POLI CY LI MIT $ 1 ,000,000 C Professional Liab AEXNYABEFJ2001 12/06/2016 12/06/2017 Per Claim 3 ,000 ,000 C Professional Liab AEXNYABEFJ2001 12/06/2016 12/06/2017 Aggregate 3 ,000,000 DES CRIPTION OF OPERAT IONS I LOCATIONS I VEH ICLES (ACORD 101 , Ad dition al Rema rks Schedu le, may be attac hed if more space is requi red ) RE : 76 Gas Station project All Ope rations of the Named Insured, including the aforementioned project, if a ny. General Liability : Please see blanket Additional Insured endorsement attached ; such coverage is Primary and Non-Contributory with Waiver of Subrogation included, as r equired per written contract. Auto Liability : Please see blanket Additional Insured endorsement with Wai ver of Subrogation included, as required per written contract. GENERAL LIABILITY & AUTO LIABILITY INCLUDE THE FOLLOWING PERSON(S) OR ORGANIZA TION(S): City of Cuperti no, its City Council , boards and commissions, officers, employees and volunteers, as required per written contract CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . AUTH OR IZED REPRESEN TATIV E The City of Cupertino ~~ 10300 Torre Avenue 1r. .. ~~..+inn r.A i:l'i01A. ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved . T h e ACORD name and logo a re r e giste red marks of ACORD Policy Number: PSB0006683 Named lnsured:Fehr & Peers RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following : BUSINESSOWNERS COVERAGE FORM -SECTION II -LIABILITY 1. C. WHO IS AN INSURED is amended to include as an additional insured any person or organization that you agree in a contract or agreement requiring insurance to include as an additional insured on this policy , but only with respect to liability for "bodily injury". "property damage" o~ "personal and advertising injury" caused in whole or in part b ou or those acting on your behalf: a. In the performance of your ongoing operations; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "product-completed operations hazard ". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b. This insurance does not apply to the rendering of or failure to render any "professional services". c. This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3. The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) ---However. if you specifically agree in a contract or agreement that the insurance provided to an additional insured under this policy must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured , and we will not share with that other insurance, ~rovrded that: a. The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b. The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4 . The following is added to SECTION Ill K. 2 . Transfer of Rights of Recovery Against Others to Us -COMMON POLICY CONDITIONS (BUT APPLICABLE TO ONLY TO SECTION II - LIABILITY) We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed . ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Policy Number: PSA0002276 Named Insured : Fehr & Peers RU Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair -Waiver Of Deductible I. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage -Loss Of Use L. Hired Car -Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition -Mental Anguish 0. Airbag Coverage P. Amended Insured Contract Definition -Railroad Easement Q. Coverage Extensions -Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage PPA 300 03 13 This endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus- iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B. Employees As Insureds The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision: Any ''.employee" of yours is an "insured " while using a covered "auto " you don't own , hire or borrow in your business or your personal affairs . C. Blanket Additional Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para- graph A.1. Who Is An Insured Provision : Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodi ly injury" or "property damage" occurs is an "insured " for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organizat ion qualifies as an "insured " under the Who Is An Insured provision contained in SECTION II - COVERED AUTOS LIABILITY COVERAGE . The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured 's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D. Blanket Waiver Of Subrogation The following is added to the SECTION IV -BUSI- NESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us : We waive any right of recovery we may have against any pe rson or organization to the extent required of you by a con tract executed prior to any "acc iden t" or PPA 300 031 3 "loss ", provided that the "accident" or "loss " arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E. Employee Hired Autos 1. The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision : An "employee " of yours is an "insured " while operating an "auto " hired or rented under a contract or agreement in that "employee's " name, with your permission, while performing duties related to the conduct of your business . 2 . Changes In General Conditions : Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b . For Hired Auto Physical Damage Coverage , the following are deemed to be covered "autos " you own: (1) Any covered "auto " you lease , hire , rent or borrow; and (2) Any covered "auto " hired or rented by your "employee " under a contract in that individual "employee's " name , with your permission, while performing duties related to the conduct of your business. However, any "auto " that is leased , hired, rented or borrowed with a driver is not a covered "auto ". F. Fellow Employee Coverage SECTION II -COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in-force covering all of your employees . G. Auto Loan Lease Gap Coverage SECTION Ill -PHYSICAL DAMAGE COVERAGE, C. Limit Of Insurance, is amended by the addition · of the following: In the event of a total "loss " to a covered "auto " shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or roan for a covered "auto ", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy ; and 2. Any: a. Overdue lease/loan payments at the time of the "loss ";