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17-111 David J. Powers and Associates, Inc., Pedestrian Transportation Plan Update Initial StudyAGREEMENT BETWEEN THE CITY OF CUPERTINO AND DAVID J. POWERS & ASSOCIATES, INC FOR PEDESTRIAN TRANSPORTATION PLAN UPDATE INITIAL STUDY THIS AGREEMENT, is entered into this 13 day of July, 2017, by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and David J. Powers & Associates, Inc, a California corporation whose address is 1871 The Alameda, Suite 200, San Jose, CA 95126 (hereinafter refen-ed to as "Consultant") ( collectively refen-ed 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 can-y 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 prov ide the servi ces described in this Agreement on th e terms and conditions described herein. D. City and Consultant desire to enter into an agreement for env ironmental consultant services upon the terms and conditions h erein . NOW, THEREFORE, the Paities mutually agree as follows: 1. TERM The term of this Agreement shall commence on the date this agreement is fully executed, and shall terminate on December 31 , 2017, 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 twenty-five thousand seven hundred and sixty-two dollars ($25,762 .00) based on the rates and terms set forth in Exhibit "C ," which is attached hereto and incorporated herein by this reference. 4. TIME IS OF THE ESSENCE Consultant and City agree that time is of the essence regarding the performance of this Agreement. David J. Powers & Assocaces INC July 20 1 7 5 . STANDARD OF CARE Consultant agrees to perform all services required by this Agreement in a manner commensurate with the prevailing standards of specially trained professionals in the San Francisco Bay Area and agrees that all services shall be perfo1med 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 an 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, rnle 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. IMMIGRATION REFORM AND CONTROL ACT {IRCA) 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 mies 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. 8. 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 ofrace, 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. 9. HOLD HARMLESS 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 alleged violation of intellectual property rights , any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential or otherwise, arising out, pertaining to , or related to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or Qavid J. Powers & Assqcates INC July 20 1 7 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 tennination of this Contract. I 0. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish City with ce11ificates 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, shall also contain substantially the following statement: "Should any of the above insurance covered by this ce11ificate 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 loss under such msurance. 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 pennitted 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 pennitted by law and computed from the date written notice is received that the premiums have not been paid. D. Additional Insured. City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any 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 additional 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 detennine adequate coverage for Consultant. David J . Po wers & Assocates INC Jul y 20 1 7 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. 11 . CONFLICT OF INTEREST Consultant waTI"ants 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 perf01mance 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. 12. PROHIBITION AGAINST TRANSFERS Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest there in, directly or indirectly, by operation of la w or otherwise, w ithout prior w1itten 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 . 13. SUBCONTRACTOR APPROVAL Unless prior w1itten 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 caTI"ied 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. Davi d J . Powers & Assocates I NC Ju l y 20 1 7 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 ce11ificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to City. 14. 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. 15. REPORTS A. Each and eve1y report, draft, work product, map, record and other document, hereinafter collectively refen-ed to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive prope11y of City. Consultant shall not copyright any Repo11 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: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as 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. 16. 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 pe1mit 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 David J. Powers & Assocates INC July 2017 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. 17. 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 any time within a fiscal year in the event that funds are only appropriated for a p011ion 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, te1m, condition, or provision of this Agreement. 18. 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. 19. NOTICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals shall be addressed as follows : TO CITY: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Julie Chiu David J. Powers & Assocaces INC Jul y 20 1 7 TO CONSULTANT: Jodi Starbird David J. Powers & Associates, Inc 1871 The Alameda, Suite 200 San Jose, CA 95126 20. TERMINATION In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If 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 tennination, Consultant shall immediately discontinue perfmmance. 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 prope1ty of City. 21. COMPLIANCE Consultant shall comply with all state or federal laws and all ordinances, rnles, policies and regulations enacted or issued by City. Contractor shall obtain a Cupertino Business License and fu1ther comply with the City 's Minimum Wage Ordinance as set forth in Cupertino Municipal Code Chapter 3.37 . 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 rnles which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rnles, 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. 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 perfmmed under this Agreement unless prior written approval has been secured from City to do otherwise . David J. Powe rs & Assocates INC July 20 1 7 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 eve1y kind or nature whatsoever between the Pai1ies, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vaiy the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 26. 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. 27 . INSERTED PROVISIONS Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted , the Agreement shall be amended to make such insertion on application by either party . 28. CAPTIONS 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 David J . Powers & Assocates INC July 2017 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT David J. Powers & Associates By %~ Name 3DJ;>l ~~02:J:> Title :P~\NG\PA,L- Date I } 14 J 11 City Clerk David J. Powers & Assocates I NC July 2017 CITY OF CUPERTINO A Municipal Corporation By ~ Title ~,,~ J?.1 1..\;,.U-k• ,k_S Date ~f; D Over $175,00-cbunciApproval Required D Over $45,000-Department Head Approval Required ~ Up to $45,000-Designated Supervisor Approva l Required RECOMMENDED FOR APPROVAL ~~--- David Stillman, Senior Civil Engineer APPROVED AS TO FORM: ATTEST: 6,ac>AL&Jt 'l r 1-[--( ··, L-( ?V .,, ~ 'l --O 3 ~ Ci (J{) J1 of:: 0'r(Yl ~ ,O~.O:A, f av · t l. Z'-1~ · 1'lJIJ ,,.. 10 ~ ~ I t./1 lm ,o4 vo :t\ 117\ B -r 10 Contract No . --- Exhibit A Scope of Services DJP&A proposes to prepare an Initial Study (IS) pursuant to the requirements of the California Environmental Quality Act (CEQA) and the City of Cupertino's standards. The IS will include a project description, a description of the existing environmental conditions, a discussion of environmental impacts associated with the proposed project (based on CEQA thresholds of significance and the CEQA Checklist), and identification of proposed and possible mitigation measures. The IS can be used by the City to support a Mitigated Negative Declaration if the project includes mitigation measures to reduce any significant impacts to a less than significant level. The specific tasks proposed in this scope of work are described below . 1. REVIEW OF BACKGROUND INFORMATION AND PROJECT INITIATION DJP&A will review the relevant background information based on the Pedestrian Master Plan Update provided by the City/Project Team. DJP&A will also meet with City staff to develop an understanding of the preferred pedestrian network as well as to discuss the environmental constraints and potential impacts associated with the project. As with the Cupertino Bicycle Transportation Plan Update, it will be our intent to provide project level environmental review for as many of the proposed improvements as possible. Depending upon the final project description, it is expected that the Initial Study will provide env ironmental review for many ofthe future projects unless conditions have changed substantially in the project area , as defined by CEQA. Further studies may be required; however, it is anticipated that many of the proposed projects will not require future environmental review. 2. PREPARATION OF ADMINISTRATIVE DRAFT INITIAL STUDY Introduction An introduction will provide background on the proposed project. The purpose and requirements for an IS under CEQA will be discussed. Project Description The IS will describe the proposed project, including the physical characteristics ( expansion of pedestrian facilities , roadway crossings, signal modifications, trail locations, etc.). This section will also discuss whether or not the proposed project is consistent with applicable land use controls, and will include a list of the necessary discretionary actions for development of the project and decision-making agencies . Maps and graphics will be provided to illustrate the text. Consistency with Plans and Policies In relevant sections throughout the IS, discussions of the proposed project's consistency with the City of Cupertino's General Plan, Santa Clara Valley Urban Runoff Pollution Prevention Program, and other applicable plans and policies will be included. Particular attention will be given to inconsistencies, if any are identified. Environmental Setting, Checklists, Impacts and Mitigations An overview of the environmental setting will be described . The IS will include a checklist based on the form recommended by the State CEQA Guidelines. Each impact identified in the 10 Contract No. __ _ checklist will be addressed, including a discussion of its significance as well as project-specific mitigation measures to reduce impacts, if warranted. The assessment of impacts will be commensurate with the level of detail ultimately included in the Pedestrian Master Plan and are expected to be primarily constrnction related. A description of the primary issues to be addressed is provided below . Transportation and Traffic The IS will describe the existing pedestrian circulation conditions in the project area/City. The traffic section will identify the short-term traffic and circulation impacts resulting from the proposed project, and the potential for safety and hazard concerns associated with increased use of pedestrian facilities. Information compiled during preparation of the Pedestrian Master Plan Update will be utilized for this analysis. Mitigation measures will be identified to reduce or avoid any significant traffic or circulation impacts resulting from the operation of the proposed project, as appropriate. Biological Resources If pedestrian improvements include tree removal, the IS will generally discuss potential impacts to City of Cupertino ordinance size trees and other trees from constrnction of the project, based on the City of Cupertino's tree ordinance. Mitigation and avoidance measures will be identified , as appropriate, to reduce any biological resources impacts to a less than significant level. Hydrology and Water Quality The proposed project could include the paving of undeveloped land, especially for the installation of access trails along ripaiian corridors and in City parks in Cupertino. The IS will examine the potential for the proposed project to impact the water quality of creeks from project rnnoff both in the long-term and as a result of constrnction. Mitigation and avoidance measures will be identified, as appropriate, to reduce hydrology and water quality impacts to a less than significant level. Cumulative Impacts The proposed project as a whole would improve the existing pedestrian network in the City of Cupertino, resulting in an overall intensification of recreational use in the coming years. The project, therefore, has the potential to indirectly increase hazards to pedestrians through increased exposure to traffic hazards. The IS will address the likelihood for the project to result in adverse cumulative safety impacts and will identify mitigation and avoidance measures, as appropriate, to reduce cumulatively considerable impacts to a less than significant level. Other Sections The IS will also address all other issues in the checklist, including aesthetics, agricultural resources, air quality, cultural resources, geology and soils, greenhouse gases, hazardous materials, land use/planning, mineral resources, population and housing, public services, recreational facilities, and utilities and service systems based upon existing available information. 11 Contract No. --- Mitigated Negative Declaration If all potential environmental impacts can be mitigated to a less than significant level, the project will be eligible for a Mitigated Negative Declaration (MND) under CEQA. The MND will be attached to the IS and will include a brief description of the project, including location, project impacts , and mitigation measures included in the project to avoid any significant effects. 3. SUBMITTAL OF THE ADMINISTRATIVE DRAFT IS DJP&A will prepare up to five (5) copies of the Administrative Draft IS. These copies and an electronic version will be submitted to the City staff for review and comment. Deliverables: Five (5) hard copies and electronic files of the Administrative Draft IS. 4. PREPARATION OF PUBLIC REVIEW DRAFT INITIAL STUDY Revisions will be made to the Administrative Draft IS , based on comments received from City staff. This scope of work assumes that no additional technical analyses are required to respond to City comments. After revision, a screen check version of the document will be sent to the City in electronic format for final approval. Up to twenty (20) copies of the Draft IS will be provided to the City for distribution to the public and appropriate agencies. If reque sted by the City, DJP&A can assist in public distribution based on information provided by the City. The Draft IS will also be provided in an electronic format for posting to the City 's web site. DJP&A will also provide guidance to the City regarding the necessary notification (i .e., Notice oflntent to Adopt a Mitigated Negative Declaration) associated with distribution of the public review Draft IS. DJP&A can provide drafts of the notices for use by the City, ifrequested. This scope assumes that all the necessary notification posting associated with distribution of the public review Draft IS will be completed by the City, including publication in a regional newspaper. Deliverables: Electronic files of the Screencheck Administrative Draft IS and up to twenty (20) hard copies and electronic files of the Draft IS. 5. RESPONSE TO PUBLIC COMMENTS DJP&A will assist the City in responding to substantive comments received on the Draft IS during the public review period. This scope of work includes approximately eight hours to respond to written comments received from the public and/or governmental agencies as a result of circulation of the Draft IS. The responses will be provided to City staff in the fmm of a memorandum that can be attached to the Staff Report for the project. This scope of work does not include work related to a protest of the Negative Declaration. Because we cannot predict what issues might be raised in such a protest, we cannot budget the time to respond. We can, however, provide assistance to the City staff in defending a Negative Declaration if it is protested, and if requested to do so . The cost would be on a time and 12 Contract No. --- materials basis. Deliverables: Electronic files of Responses to Comments on the Draft IS. 6. MITIGATION MONITORING, OR REPORTING PLAN A Mitigation, Monitoring, or Reporting Plan (MMRP) will be prepared in conf01mance with the CEQA Guidelines and City of Cupe1tino requirements. The MMRP will identify significant adverse impacts, proposed mitigation, and the person or agency responsible for overseeing the mitigation and the method for ensuring the mitigation is implemented. The MMRP will be designed to fit into the City's existing entitlement and project review process. A draft MMRP will be provided to the City prior to consideration of the project by the decision-makers . After review and comment on the Draft MMRP, DJP&A will revise the MMRP, according to the comments provided, and will submit the Final MMRP to the City. Deliverables: Electronic files of the MMRP. 7. ATTEND HEARINGS/MEETINGS This scope of work includes DJP&A attendance at up to four (4) meetings and/or public hearings . If additional meetings are needed, they can be added upon City approval , on a time and materials basis. Official public hearing minutes produced by the City Clerk will serve as minutes for such meetings . DJP&A will not provide additional meeting minutes. 8. PREPARATION OF NOTICE OF DETERMINATION DJP&A will prepare the Notice of Determination (NOD) for the CEQA process. DJP&A can also file the NOD at the County Clerk 's office within five working after the decision to approve the project has been made. This scope includes DJP&A payment of County Clerk filing fees and the California Department of Fish and Wildlife filing fee (approximately $2,500) for the IS /MND. Deliverables: Three (3) copies of the NOD with fees to the County Clerk's office and the stamped originals to be delivered to the City. 9. PROJECT MANAGEMENT AND COORDINATION DJP&A will oversee the management of the IS, including document production, QA/QC, and related activities . These activities include management of the project scope, budget, and schedule for environmental compliance activities. 13 Contract No. --- Exhib it B Schedule of Performance D JP&A proposes the fo ll owing optimum schedule for preparation of the Initial Study. DJP&A can commit to maintaining the schedule in the areas that are within our control. Completion of the environmental documentation, as desc1ibed in the schedule below, is based upon receipt of all necessary project information on schedule. Delays in receiving requested inf01mation or responses by others will result in at least day-for-day delays in the overall schedule. Cupertino Pedestrian Master Plan Optimum IS/MND Schedule Task/Product Completed at End of Week Receive Authorization to Proceed --- DJP&A receives draft Master Plan Week 1 DJP&A completes and submits Administrative Draft IS /MND to City Week3 City staff review of Administrative Draft IS/MND (assumes 2 week review) Week5 DJP&A revises IS /MND per comments received & prepares Screencheck Week 6 IS /MND* City reviews and approves Screencheck IS/MND Week7 DJP&A revises Screencheck IS /MND and print IS/MND for Circulation Week8 End of 30-day public review period Week 12 DJP&A assists City in preparation of Responses to Comment (if necessary)* Week 14 and prepare draft Mitigation Monitoring and Reporting Program (MMRP) City staff review of responses to comments and draft MMRP ( one week) Week 16 Revise MMRP per comments received -prepare Final MMRP Week 16.5 Attend Public Hearing -adoption of MND TBD Prepare and File NOD Within 5 days of adoption of MND Note: * Assumes no additional technical studies are needed and significant unavoidable impacts are not identified. 14 Contract No . --- Exhibit C Compensation David J. Powers & Associates anticipate that the cost for our staff time to complete the IS /MND will not exceed $25,762. Om work will be billed on a time and materials basis, in accordance with the attached Charge Rate Schedule and as outlined below. Please note that the cost estimate shown below is a not-to-exceed amount for all tasks combined. In the event we can complete the environmental review for less than the total budget, you will only be billed for time spent and work completed. David J. Powers & Associates Preparation of IS /MND Reproduction & Reimbursable Expenses 1 •2 ESTIMATED TOTAL $22,390 $3,372 $25,762 1 Materials, outside services , and subconsultants include our standard 15% administrative fee . 2 There is no application of an administrative fee for the payment of the California Department of Fish and Wildlife Review fee . Rates Senior Principal Principal Project Manager Senior Environmental Specialist Senior Project Manager Environmental Specialist Biologist Project Manager Associate Project Manager Assistant Project Manager Researcher Draftsperson/Graphic Artist Document Processor/Quality Control Administrative Manager Office Support $ 275.00 $ 250.00 $ 220.00 $ 195.00 $180.00 $ 170.00 $ 170.00 $ 145.00 $ 120.00 $ 105.00 $ 110.00 $ 100.00 $ 100.00 $ 85.00 Materials, outside services and subconsultants include a 15% administration fee . Mileage will be charged per the current IRS standard mileage rate at the time costs occur. Subject to revision June 1, 2017. Invoices IZl Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the CITY describing the services perfo1med and the applicable charges (including a summary of work performed during that pe1iod , personnel who perfo1med the services, hours worked, task(s) for which work was performed). 15 Contract No . __ _ 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: (1) (2) (3) 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 -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. 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 (4) Professional Liability Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. 16 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM /DD /YYYY) ~ 7/14/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 2~~iAcT Diana Chau SelectSolutions Insurance Services r.~9N.\'n c-"· (866) 500-6359 I r..e~ Nol: (9 2 5) 951-0077 1350 Carlback Avenue ~i:iMl~~SS: dianac@ppibselec t. com Suite 100 INSURER(S) AFFORDING COVERAGE NAIC# Walnut Creek CA 94596 INSURER A :Travelers Property Casualty Company 25674 INSURED INSURER B :The Travelers Indemnity Company of 25682 David J. Powers & Associates, Inc. INSURER C :The Hanover American Insurance 36064 1871 The Alameda INSURER D :Con tin en tal Casualty Company 20443 Suite 200 INSURER E : San Jose CA 95126 INSURER F : COVERAGES CERTIFICATE NUMBER:17 /18EO/WC, 16/l 7GL/AL/UL REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR ADDL :sUBR 1:Bhl~lv~~1 {~~~J%ir~~\ LTR TYPE OF INSURANCE •••en un,n POLIC Y NUMBER LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 -D CLAIMS-MADE w OCCUR DAM AGE TO RENTED A PREMISES (Ea occurrence) $ 1,000,000 X y 680-5H000284-16-47 12/3/2016 12/3 /2 017 MED EXP (Any one pe rson) $ 5,000 - PE RSO NAL & ADV INJURY $ 2,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER : GENERAL AGGREGATE $ 4,000,000 R 0 PRO -D LO C PRODU CTS -COMP/O P AGG $ 4,000,000 POLICY JECT OTHER : $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 /Ea accident\ f--- X ANY AUTO BODILY INJURY (Per person) $ B f---ALL OWNED -SCHEDULED AUTOS AUTOS X y BA-6820Ll53-16-GRP 12 /3/2016 12/3 /2 017 BODILY INJURY (Pe r accid ent) $ -f---NON -OWNE D PROPE RTY DAM AG E X HIRED AUTOS X AUTOS /Per acc ident\ $ -f--- $ X UMBRELLA LIAB HOCCUR EAC H OCC URREN CE $ 1,000,000 - A EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 OED I X I RETENTION $ 0 CUP2C5902111 12 /3/2016 12 /3/2017 $ WORKERS COMPENSATION X I ~ifTuTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE 0 N/A E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXC LUDED ? C (Mandatory In NH) WZ39816300 1/13/2017 1/13/2018 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, de scribe under DES CRIPTION OF OPERATIONS bel ow E.L. DISEASE -POLICY LIMIT $ 1 000 000 D PROFESSIONAL LIABILITY EEH288347490 3 /26/2017 3/26 /2 018 PER CLAIM $2,000,000 AGGR EGATE $2 ,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Re: Project # 16-187 Cupertino Pedestrian Master Plan. As Per Contract or Agreement on File with the Insured. City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are named as additional insured on General Liability and Automobile Liability policies if required by written contract per attached endorsements. Waiver of subrogation applies to General Liability and Automobile Liability policies if required by written contract per the attached endorsements. CERTIFICATE HOLDER City of Cupertino Attn: Julie Chiu 10300 Torre Ave. Cupertino, ACORD 25 (2014/01) INS025 (20 1401 ) CA 95014 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. AUTHOR IZED REPRESENTATIVE L Trevino /CHADI1 ~ er~ © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 6805H000284164 7 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you . The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization ; or d. For "bodily injury", "property damage" or "personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows : e. 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 Coverage Part . f. This insurance does not apply to the rendering of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided. to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section Ill - Limits Of Insurance . h. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products- completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non -contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss. and we will not share with the other insurance , provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary , excess. contingent or on any other basis. that is available to the additional insured when that person or organization is an additional insured under any other insurance. CG D3 810915 © 2015 The Travelers Indemnity Company. All rights reserved . Page 1 of 2 Includes the copyrighted material of Insurance Services Office , Inc ., with its permission COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8 .. Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you , or on your behalf, done under a "written contract requiring insurance" with that person or organization . We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before . and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed . 4. The following definition is added to the DEFINITIONS Section : "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part. provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed : a. After you have signed that written contract ; b. While that part of the written contract is in effect; and c. Before the end of the policy period . Page 2 of 2 © 2015 The Tra ve lers Indemnity Co mpany . All rights rese rv ed . CG D3 81 0915 Includes the copyrighted mater ial of Insuran ce Service s Office , In c., with it s perm ission POLICY NUMBER BA6820L 15316GRP COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following : BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage . However, coverage for any injury , damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights , duties , and what is and is not covered . A. BLANKET ADDITIONAL INSURED B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS E. TRAILERS-INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured , of SECTION II -COVERED AUTOS LIABILITY COVERAGE : Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period , to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section 11 . B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured , of SECTION II -COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in an "em - ployee's" name , with your permission , while H. I. J. K. L. M. AUDIO , VISUAL AND DATA ELECTRONIC EQUIPMENT -INCREASED LIMIT WAIVER OF DEDUCTIBLE -GLASS PERSONAL PROPERTY AIRBAGS AUTO LOAN LEASE GAP BLANKET WAIVER OF SUBROGATION perform ing duties related to the conduct of your business . 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV -BUSI- NESS AUTO CONDITIONS : b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "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 an "employee's" name, with your permission , while performing duties related to the conduct of your busi- ness . Howeve r, any "auto " that is leased , hired , rented or borrowed with a driver is not a covered "auto". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured , of SECTION II -COVERED AUTOS LIABILITY COVERAGE : CA T4 20 0215 © 201 5 Th e T ravelers In demni ty Company. All rights rese rv ed . Page 1 of 3 Incl udes co pyrighted materi al of In sura nce Servi ces Offic e, In c . w ith its permi ssion . COMMERCIAL AUTO Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own , hire or borrow in your business or your personal affairs . D. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION II -COVERED AUTOS LIABILITY COVERAGE : (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds . 2. The following replaces Paragraph A.2.a.(4) of SECTION II -COVERED AUTOS LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request , including actual loss of earnings up to $500 a day be - cause of time off from work . E. TRAILERS -INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC- TION I -COVERED AUTOS : 1. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads . F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover- age Extensions , of SECTION Ill -PHYSICAL DAMAGE COVERAGE : Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage , and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Cover- age is extended to "autos" that you hire , rent or borrow subject to the following : (1) The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a) $50 ,000 ; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality . (2) An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5) This Coverage Extension does not apply to : (a) Any "auto" that is hired, rented or bor- rowed with a driver ; or (b) Any "auto" that is hired , rented or bor- rowed from your "employee". G. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence in Para - graph A.4.a., Transportation Expenses , of SECTION Ill -PHYSICAL DAMAGE COVER- AGE : We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in - curred by you because of the total theft of a cov- ered "auto" of the private passenger type . H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT -INCREASED LIMIT Paragraph C.1.b. of SECTION Ill -PHYSICAL DAMAGE COVERAGE is deleted . I. WAIVER OF DEDUCTIBLE -GLASS The following is added to Paragraph 0., Deducti- ble, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced . J. PERSONALPROPERTY The following is added to Paragraph A.4., Cover- age Extensions , of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Personal Property Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is : (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Property cover- age. Page 2 of 3 © 2015 The Travelers Ind em nity Company. All rights reserved. CA T4 20 02 15 Include s copyrighted material of Insurance Services Office, Inc . with its permission . K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions , of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE : Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and COMMERCIAL AUTO (2) Any : (a) Overdue lease or loan payments at the time of the "loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor ; {d) Costs for extended warranties, Credit Life Insurance , Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss", pro- vided that the "accident" or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. CA T4 20 0215 © 2015 The Travelers Indemnity Company. All rights reserved . Page 3 of 3 Includes copyrighted material of Insurance Services Office , Inc. with its permis sion.