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18-002 Economic Planning Systems, Inc., (EPS) Consultant Services for real estate economics and fiscal impact analysis for the Vallco Shopping District Special Area Specific PlanCITY OF II PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of December 20 , 2017 ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and Economic & Planning Systems, Inc. ("Contractor"), a Corporation for real estate economics and fiscal impact analysis for the Vallco Shopping District Special Area Specific Plan 2. SERVICES Contractor agrees to provide the services and perfo1m the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on November 21, 2022 ("Contract Time"), unless te1minated earlier as provided herein. Contractor's Services shall begin on December 20, 2017 and shall be completed by November 21 , 2022 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Perfo1mance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the perf01mance of all the Services. Contractor must have sufficient time, resources , and qualified staff to deliver the Services on time . 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory perfonnance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $146 200.00 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here . The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is pe1mitted without prior written approval of City. 4.2 Invoices and Payments . Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any furth er payment or other obligations under the Agreement. City Proj ect/P ro g ram Va llco S ho pping Di strict S pecia l A rea S pecifi c Pl a n Professional/Consu /1i11 g Conlracls /Rev. No v 16, 20 17 Page I of9 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, pattner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor watnnts on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry . 5.3 Permits and Licenses. Contractor watnnts on behalf of itself and its subcontractors that they are properly licensed, registered, and /or ce1tified to perf01m the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools , materials and equipment required to perf01m the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In perfo1ming this Agreement, Contractor may have access to piivate or confidential inf01mation owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third patties may be damaging to City . Contractor shall hold in confidence all City info1mation provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City inf01mation as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing , specification, data , record , document or other info1mation or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive prope1ty of the City and shall not be shown to any third-party without prior written approval of City . City Project/Program Va llco Shopping Di strict S pec ia l Area Specific Pl an Professional!Consul!ing Contra cts /Rev. Nov I 6, 20 17 Page 2 of9 7.2 Copyright. To the extent pennitted by Titl e 17 of U.S. Code , all Work Product arising out of this Agreement is considered "works for hire " and all copyrights to the Work Product will be the prope11y of City . Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third paity intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual prope11y if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights , City may use or modify the Work Product of Contractor or its sub -contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired ; (b) Completion of the original Services by others; ( c) Subsequent additions to the original Services ; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles . The records must include detailed info1mation of Contractor 's performance, benchmarks and deliverables , which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City 's final payment. 9 . ASSIGNMENT Contractor shall not assign , sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void . Any changes related to the financial control or business nature of Contractor as a legal entity is con sidered an assignment of the Agreement and subject to City approval , which shall not be unrea sonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10 . PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will re fe rence the City's contributions in making the Cit y Proj ect!Pro g ram Va ll co S ho ppin g Di st ri ct Spec ia l Area S pecifi c Pl an Profess ional/Cons ulting Co n tracts /Rev. Nov 16, 2017 P age 3 o f 9 project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers , press releases , posters, brochures, public service announcements , interviews and newspaper aiiicles . No signs may be posted, exhibited or displayed on or about City prope1iy, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold ha1mless City, its City Council , boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees , legal costs and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or wan-anties; (b) Negligent or willful acts or omissions committed during perfonnance of the Services; ( c) Personal injury, prope1iy damage, or economic loss resulting from the work or perfo1mance of Contractor or its subcontractors or sub-subcontractors; ( d) Unauthorized use or disclosure of City's confidential and proprietary Info1mation; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual prope1iy rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers ' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be constrned to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D , and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount , class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deductin g the costs from Contractor 's compensation or te1minatin g the Agreement. C ity Proj ect/Progra m Va llc o S ho ppin g Di strict S pec ia l A rea S pec ifi c Pl an Professional/Co nsulting Con tra cts /Rev. Nov 16, 20 17 P ag e 4 of9 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perfo1m. Contractor is responsible for verifying the employment authorization of employees perfonning the Services , as required by the Immigration Refo1m and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed , color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735 , 1777 and 3077 .5 . Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and disc1imination directed toward a job applicant , an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor wanants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq . Contractor may be required to file a conflict of interest form if Contractor makes ce1iain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees . 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or tenninating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Piu Ghosh, Principal Planner ____________ as the City 's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services . City reserve s the right to substitute another Project manager at any time, and without prior notice to Contractor. City Project/Progra m Va llc o S ho pp in g Di stri ct S pec ia l A rea S pecifi c Plan Professional/Consll lting Con tracts /Rev. Nov 16, 20 J 7 Page 5 o f 9 Contractor Project Manager. Subject to City approval , Contractor assigns Ben Sigman. Principal-in-Charge as its single Representative for all purposes under this Agreement, with authority to oversee the progress and perfo1mance of the Scope of Services . Contractor 's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Perfonnance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays , as required under the Scope of Services. City written approval is required prior to substituting a new Representative . 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or paiis therefor at any time . Contractor will be compensated for satisfactory Services perfo1med through the date of abandonment , and will be given reasonable time to assemble the work and close out the Services . With City's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the perfo1mance of the Services . 16. TERMINATION City may te1minate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Comi for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in comi. If a dispute arises , Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supp01ied by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If Cit y initi at es legal action, files a complaint or cross-complaint, or pursues arbitration, appeal , or other proce edings to enforce its rights or a judgment in connection with this Agreement, the prevailing paiiy will be entitled to reasonable attorney fee s and co sts . 19. THIRD PARTY BENEFICIARIES There are no intended third paiiy beneficiaries of this Agreement. C it y Proj ect/Progra m Ya llc o Shoppin g Di s tri ct S pec ia l A rea S pec ifi c Pl a n Professional/Consulting Contracts /Rev. Nov 16, 20 17 P age 6 of9 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach . 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Patiies . Any modification of this Agreement will be effective only if in writing and signed by each Paiiy's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be infen-ed herein. Either patiy may request an amendment to cure mistaken inse1iions or omissions of required provisions. The Pa~iies will collaborate to implement this Section, as appropriate . 23. HEADINGS The headings in this Agreement are for convenience only, are not a pati of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY IP ARTIAL INVALIDITY If any te1m or provision of this Agreement, or their application to a patiicular situation, is found by the comi to be void, invalid, illegal or unenforceable , such tenn or provision shall remain in force and effect to the extent allowed by such rnling. All other te1ms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is te1minated , including the Indemnification, Ownership of Mate1ials/Work Product, Records , Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. C it y Project/Program Yallco Shoppin g Di strict Specia l Area Specific Pl an Professional/Consulting Contracts /Rev. Nov 16 , 20 17 Page 7 of9 26. NOTICES All notices , requests and approvals must be sent in writing to the persons below , which will be considered effective on the date of personal delivery or the date confinned by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupe1tino 10300 Torre Ave. Cupe1tino CA 95014 Attention: Piu Ghosh ------------- Email: PiuG@ cupertino.org 27. VALIDITY OF CONTRACT To Contractor: ------------- Economic & Planning Systems, Inc. One Kai se r Plaza, Suite 1410 Oakland, CA 94612 Attention: Ben Sigman --~----------- Email: bsig man@ ep sys .com This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupe1tino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an autho1ized designee, and (c) is approved for fo1m by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full 1ight, power, and authority to enter into and carry out a ll actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts , each one of which is deemed an 01iginal and all of which, taken together, constitute a single binding instrnment. C it y Project/Program Vallco S hoppin g Di strict Specia l A rea S pec ifi c Plan Pr o.fessio11a//Cons11/ting Con tracts /Rev. Nov 16, 20 17 Page 8 of9 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed . CONTRACTOR Economic & Planning Systems, Inc. s:~-·- Name Benjamin C. Sigman Title Principal Date I /z. .h. O 18 ~, Tax I.D. No.: 94-3056856 ------- OVED AS TO FORM: ~-o VQ'if'/"Y I Cu ertino City Attorney CITY OF CUPERTINO Corporation IL By -1=...._~_.,,__....-------1-- Name ----=-=--'--"-----'---'tr'---'-~-"---"-t Z111f:ryv Title Date " City Project/Program Valko Shoppin g District Specia l /\rcn Specific Plan Professional/ConsullingContracts /Rev. Nov 16, 2017 Page 9 of9 Exhibit A: Scope of Services Jhc• fm nomics c!f Land L Sf' • Economic & Planning Systems, Inc. One Kaiser Plaza, Suite 1410 Oakland, CA 94612 5108419190tel 510 740 2080 fax Oakland Sacramento Denver Los Angeles www.epsys.com October 19, 2017 Ms. Aarti Shrivastava Assistant City Manager City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Subject: Dear Aarti: Vallco Specific Plan Economics Services Proposal; EPS #171128 On behalf of Economic & Planning Systems, Inc. (EPS) and our team members, I am pleased to submit this response to the City of Cupertino's Request for Preliminary Proposal to provide real estate economics and fiscal impact analysis services in support of the Vallco Specific Plan. We have assembled an outstanding team of professionals representing a pool of talent with deep experience in planning and development in the Bay Area. In this proposal, the EPS team includes BKF Engineers, Saylor Consulting (cost estimators), and Main Street Property Services (retail market experts). The EPS team has extensive experience working in Cupertino, and is familiar with the development opportunities and challenges associated with the Vallco site. In addition, our team brings a wealth of experience working on complex urban development and redevelopment planning and implementation throughout California and the western US. We understand that the City is seeking a consultant to prepare a well- crafted market and financial feasibility analysis and fiscal impact assessment. We believe that the EPS team is uniquely qualified to provide these services. Founded in 1983, EPS is a nationally known real estate economics consulting firm with core competencies in real estate development and land use poli cy. With over 40 professional staff and offices in Oakland, Los Angeles, Sacramento, and Denver, EPS has worked successfully with hundreds of public-and private-sector clients and has established a r ep utation for both rigor and creativity. The firm emphasizes a hands- on, client-oriented approach and the provision of objective, well- documented analyses. EPS has long worked with cities and real estate developers throughout California evaluating development economics and development impacts, id en tifying potential for value capture, and establishing and implementing comm unity benefits programs. Beyond our work Val/co Specific Plan -Econom i cs October 19, 201 7 Page 2 in Cupertino, recent projects of particular relevance include work in San Francisco, Palo Alto, Berkeley, Redwood City, and Sunnyvale. All of these projects involved economic and financial analyses related to development feasibility and community benefits. The attached Scope of Work offers focused economic and financial services to support the preparation of the Vallco Specific Plan, which is anticipated to be undertaken on a fast-paced timeline through fall 2018. In addition to supporting the Specific Plan, we believe that analytical outputs from the EPS team's effort will provide valuable information for future Development Agreement negotiations, which likely will occur subsequent to the Specific Plan process. The Scope of Work briefly describes potential follow-on work related to the DA, but it is anticipated that these additional efforts would be agreed upon before commencement of a second phase of work. As the leader of the EPS team, I am personally committed to the success of this engagement, and will participate in a hands-on manner. I will act as Principal in Charge, supported by the experienced and talented EPS staff in our Oakland office, as well as our subconsultants. I am available for meetings or by phone as needed, and the proposed Scope of Work includes the requested in-person engagements. I welcome the opportunity to discuss this proposal and also would be pleased to supply any additional information you may require. Please contact me at (510) 841-9190 or at bsigman@epsys.com. EPS has been very pleased to assist the City of Cupertino with land use development economics services in the past and we very much look forward to working with you, if selected, to accomplishing a successful plan for Vallco. The Scope of Work and estimated budget included herein represents our best understanding of your needs at this time. We would be happy to refine the proposed work scope as needed to best meet your needs. Sincerely, E CONOMIC & PLANNING SYSTEMS, INC. ~maa?- Principal M:\Proposals\J 71000\171128VallcoSP\171128 Ptxt.docx Exhibit B: Schedule of Performance Proposed Preliminary Scope of Work Vallco Specific Plan Real Estate Economics and Fiscal Analysis Technical Services The following Scope of Work describes the EPS team 's proposed approach to support the City of Cupertino (City) with preparation of a Specific Plan for the Vallco site. The work is divided into several tasks, with each tas k described in detail below. Task 1: Project Initiation EPS will attend a Project Initiation meeting to clarify the scope and schedule for the engagement, obtain background documents and other information, and discuss key issues to be addressed through technical economic and financial research and analysis efforts. EPS will lead a discussion concerning recommended approaches to the work and analytical outputs requested by the City . As part of Project Initiation, EPS will coordinate with the City and its Planning Consultant to establish a projected timeline for the engagement, with target dates for potential check-in calls and meetings, draft and final deliverables, workshops and hearings, and other key milestones. Task 2: Value-and Cost-Side Inputs for Financial Analysis EPS will establish and document real estate market potential and development cost factors relevant to the Vallco site. As part of its market assessment, EPS will consider broad market trends as well as detailed information concerning new, high-performing local and regional comparable projects, including their market positioning, architectural format, amenity offerings, and market value. The outputs from this market research will serve as critical inputs to the subsequent pro forma cash flow financial feasibility analysis. Also as part of Task 2, BKF Engineers and Saylor Consulting will provide cost-side inputs for the financial analysis, including horizontal and vertical development cost assumptions . The EPS team will assess market values and development costs for the range of land uses contemplated for the Vallco site . This preliminary proposal assumes analysis of up to four (4) primary land uses contemplated at the Vallco site, likely office, retail, residential, and hotel uses. For these uses, the Task 2 work effort will establish market trends, market valuations, and construction costs : • Market Trends. EPS will research and document trends in lease rates, vacancy rates, new product deliveries, and other relevant market data for each land use category, locally and r egional ly . The se data will offer a critical market-focused geographic and historical context for prepara tion of Specific Plan alternatives. In addition, EPS will consider r ea l estate product trends that are relevant to planning for the Vallco site. Of particular importance, EPS will collaborate with Steve Law ton of Main Street Property Services to accurately characterize and assess retail potential at Vallco . • Market Valuations. EPS will study real estate market product values in the local and regional market, including sale values and lease rates for product types that may be most appropriate for development at the Vallco site. This focus o n product valuation will hone in on specific building sa le and lease transactions . EPS will consider a range of potentially Economic & Pl anning Systems, Inc. 1 M:\Proposals\171000\171128Va/lcoSP\171 J28 Ptxt.docx Val/co Specific Plan -Economics EPS Proposal 10/19/17 comparable projects, developing case studies as appropriate, to establish market data for subsequent financial pro forma feasibility analysis. • Construction Costs. The EPS team will assess development costs, including for overall horizontal development of the project site and for prototypical real estate projects. In consultation with BKF Engineers, the EPS team will identify site conditions and horizontal development needs and associated costs, including building removal, backbone roadways, and utility infrastructure improvements.1 Further, in consultation with Saylor Consulting, EPS will pinpoint current vertical development costs for prototypical real estate development projects.2 Through this robust horizontal and vertical development cost analysis, the EPS team will establish current, defensible cost projections associated with the development of the Specific Plan area, ensuring that the financial feasibility analysis is reflective of site- speci ~ic challenges and current real estate development conditions.3 The data and findings from Task 2 will provide the basis for EPS evaluation project feasibility in Task 3 as well as potentially inform future negotiations with the project applicant. Task 3: Real Estate Financial Feasibility A site-specific proforma financial feasibility model and analysis for the Vallco Specific Plan will offer critical input to preparation of Specific Plan alternatives and also will be available to support future Development Agreement negotiations. In Task 3, EPS will develop a pro forma financial analysis to inform the overall financial viability of project alternatives, as well as the potential for the Specific Plan to fund community benefits. The pro forma financial model prepared for this effort will support testing of development alternatives and key real estate development variables. EPS will rely on a "static" (stabilized year) pro forma financial analysis to test project alternatives' feasibility and to determine their ability to support community benefits. The EPS pro forma will detail the development program by use, with cash flow analysis and development cost budgets for each. The model will establish the residual land value for each land use (i.e., value net of development costs including required developer returns). These residual land value estimates will establish project feasibility and provide a gauge on the potential for additional community benefits. 1 Horizontal cost analysis includes up to three (3) distinct plan layouts. It is anticipated that additional alternatives may be established and costed based on these initial horizontal development studies . 2 Vertical cost analysis will focus on two (2) primary building prototypes, likely one residential and one commercial prototype, to establish current construction cost factors. Additional building cost estimates may tier off these initial cost studies as necessary. 3 The EPS team believes that detailed costing is appropriate, given rece nt cost escalation conditions in the Bay Ar ea and the likelihood that a realistic and well-documented developm e nt costs will be critical to future negotiations with a project applicant. Economic & Planning Sys tems, Inc. 2 M:\Proposals\171000\171 128Va llco5P\1711 28 Ptxt.docx Val/co Specific Plan -Economics EPS Proposal 10/19/17 This preliminary proposal assumes financial analysis of up to five (5) Specific Plan alternatives that evolve from the public outreach process, with sensitivity analysis around each, as appropriate. It is anticipated that preparation of preferred alternatives will be an iterative process, with refinements to the five initial program tests that seek balance physical aspects of the project, financial performance, community benefits, and other factors. EPS will collaborate with the City and its Planning Consultant to establish a preferred Specific Plan in Task 5 of this Scope of Work. Initial feasibility testing in Task 3 ensures that the Specific Plan alternatives will be financially viable, and if not, assesses the degree to which public subsidies may be required to achieve feasibility. In a future phase of work (not i ncluded in this Scope of Work), the pro forma model and analysis also can be used to inform deal points and to test alternative development strategies and financial alternatives. EPS's model programming will provide a means of testing market and financial assumptions, such as rates of return, development programs, phasing, and other project characteristics. As part of model development, EPS will coordinate with the City to ensure that the EPS model will meet the needs of the anticipated future Development Agreement negotiation process. Task 4: Fiscal Impact Analysis EPS will conduct a fiscal analysis that evaluates the ongoing impact of Vallco alternatives on the City 's Gen eral Fund at buildout. EPS will build on prior fiscal analyses conducted for Cupertino, using the most recent City budget as the basis for cost analysis. The fiscal impact analysis will estimate public service costs using an average cost methodology, except where project impacts are likely to have unique and quantifiable fiscal cost effects on the City. The analysis also will consider General Fund revenues attributable to Specific Plan alternatives, including property tax, sales tax, transient occupancy tax, and other sources, as appropriate. Based on estimates of General Fund costs and revenues, EPS will estimate the net annual fiscal impact on the City for five (5) Specific Plan alternatives, conducting sensitivity' analysis as needed to establish the likely range of potential fiscal outcomes. Task 5: Program Recommendations Considering the analytical outputs from Task 3 and Task 4, and in close coordination with the City, EPS will recommend program elemen ts for inclusion in Vallco Specific Plan a lternatives. The EPS proposal assumes that the City and its Planning Consultant ultimately wil l advance five alternatives, potentially including a baseline (no project), current General Plan, and three (3) other n ew alternatives, which probably will include housing. To assist the City with program recommendations, EPS will rely on financial feasibility testing and fiscal impa ct assessment to inform recommended real estate formats, development densities, program mix, infrastructure investments, public realm improvements, and other program characteristics as appropriate. EPS will finalize the financial feasibility analyses and fiscal impact analyses for up to five final Specific Plan alternatives. Task 6: Meetings and Public Hearings EPS is available to attend meetings with City staff and the consulting team, and also to make presentations, as requested by the City. Our preliminary proposal includes EPS in -person attendance at two (2) pub li c outreach workshops and (8) eight hearings, as we ll as conference calls as needed. Additional in-person meetings and presentations may be requested and would Economic & Pla nning Sys tem s, Inc. 3 M:\Proposa/s\171000\171128Val/coSP\l 71 128 Ptxt.docx Val/co Specific Plan -Economics EPS Proposal 10/19/1 7 be billed on a time-and-materials basis at standard hourly rates or agreed upon through a contract amendment. Optional Negotiation Support It is understood that establishing market viability, assessing the potential of the Specific Plan to provide community benefits, and evaluating economic and fiscal impacts will be the primary goals of EPS's analyses. It also is understood that the project applicant likely will request a Development Agreement with the City and that future project negotiations may benefit from technical tools and information prepared as part of this Scope of Work. EPS is available to review and assess the impact of critical project deal points on project feasibility, including for example community benefits, unique cost factors, and the timing effects of phased development. Negotiation support would be conducted on a time-and-materials basis at standard hourly rates or agreed upon through a contract amendment. Deliverables The preliminary proposed Scope of Work includes EPS delivery of three technical memoranda. It is anticipated that these documents would cover (i) financial feasibility, (ii) fiscal impacts, and (iii) recommendations concerning Specific Plan alternatives. It may be that the memoranda are organized by subject matter or, alternatively, released sequentially over the duration of the process to provide updates on all aspects of the study. EPS will author each memorandum, accept one-round of consolidated comments from the City and its Planning Consultant, revise the memorandum as appropriate, and finalize the document. It is anticipated that these memoranda will provide significant content for staff reports and public presentations, but the authorship of such additional project documents would be conducted on a time-and -materials basis at standard hourly rates or agreed upon through a contract amendment. Proposed Budget The budget estimate associated with the Scope of Work in this Preliminary Proposal is $146,200. This not-to-exceed budget includes all anticipated project costs. While EPS strongly recommends the inclusion of a cost estimator and retail expert, the project can be completed for approximately $118,700 if the efforts of these subject experts are excluded from the Scope of Work. The estimated average cost per in-person engagement, including workshops and hearings, is $1,880. This estimate assumes that the EPS Principal attends all meetings and an EPS Associate attends one-third of the meetings. Charges for EPS time are based on the amount of time actually spent. Ex penses for travel, data, facsimiles, copying, and other project related items are billed at cost. Table 1 below details our not-to-exceed budget for the Scope of Work . Eco n omic & Pla nning Sys t em s, Inc. 4 M:\Proposals\171000\171128Val/coSP\171 128 Ptxt.docx Exhibit C: Compensation Val/co Specific Plan -Economics EPS Prop osa l 10/19/17 Table 1 Budget Estimate for Vallco Specific Plan Economics Services Taskl EPS Staff Staff Cost Subconsultants EPS Total Description PIC Associate RA Subtotal BKF Say lor MSPS Expenses Cost Task 1: Project Initiation 4 4 2 $1,880 $0 $0 $0 $0 $1 ,880 Task 2: Va lu e-and Cost-Side 16 60 40 $18,500 $25,000 $10 ,000 $7,500 $1,300 $62,300 In puts for Fin ancial Analysis T ask 3: Real Estate Financia l 30 80 10 $21,200 $5,000 $10,000 $0 $0 $36,200 Feasibi lity (5 Alternatives) Task 4: Fi scal Impact Analysis 12 60 12 $13 ,860 $0 $0 $0 $0 $13,860 (5 Alternatives) Task 5: Program Recommendations and Ana lys is 16 20 8 $8,140 $5,000 $0 $0 $0 $13 ,140 (5 Alternatives) Task 6: Meetings and Public 60 20 0 $18 ,100 $0 $0 $0 $720 $18 ,820 Hearings Billing Rates • $250 $155 $130 Total Project Costs $81,680 $35,000 $20,000 $7,500 $2,020 $146,200 + Billing rates shown are applicable during 2017 and are subject to change annually . Project Team EPS organizes projects to bring the most relevant in-house talent to each assignment . While our staff works fluidly to produce project analyses and deliverables, each engagement is assigned a Principal-in-Charge who bears the ultimate responsibility for a project's successful completion and who is available to the client on a day-to-day basis. EPS also will assign a project manager to assist the PIC. The following EPS staff wi l l play a primary role in this effort: • Benjamin C. Sigman, Principal at EPS, wi ll serve as Principal-in-Charge of the EPS team. He will be the primary point of contact for the engagement and will be responsible for the coordination of EPS team work products, including techn ical work, d e liverables, and correspondence. Ben brings more than 15 years of experience providing economics, land us e , and real estate advisory se rvic es to public, private, not-for-profit, and instituti ona l clients. His experience spans residential, retail, office, industrial, hospitality, entertainment, infrastructure , and open space conservation proj ec ts throughout the United States . He has advised on urban infill, transit-o riented development, and brownfield redevelopment as wel l as large-scale maste r-planned developments and habitat conse rvation plans. Ben holds a Bachelor of Arts in Econ om ics from Colby College and a Master of Science in Agricultural and Resource Economics from th e University of California, Davis. Economic & Planning Sys tems, Inc. 5 M:\Proposals\171000\171 J28ValfcoSP\171128 Ptxt.docx Other key members of the EPS team include: Val/co Specific Plan -Economics EPS Proposal 10/19/17 • Daniel Schaefer, PE I LEED® AP, QSD, Principal at BKF, will lead and serve as point of contact for the BKF effort. Utilizing BKF's problem solving abilities, and by understanding and aligning his client interests, Dan leverages BKF efforts to maximize value. He enjoys working with clients during the feasibility, alternative analyses, and planning process to ensure that the project's viability is considered early and throughout implementing the project. Dan's 28 years of joint public and private experience provide a unique perspective to projects. In working with clients to create a shared vision, Dan implements those ideals into practical solutions with clear intent. • Stephen Lawton is a Retail Consultant for Main Street Property Services. He provides advisory services to owners, developers, and public agencies seeking to establish or reposition walkable, mixed-use retail districts. Steve is dedicated to assisting Main Street's clients navigate the complex physical, financial, governance and community issues that accompany urban infill development. He advises clients proposing new, mixed -use buildings or communities, including on retail market feasibility, site planning, entitlement support, public outreach, architectural review, shell specification, and community governance. He also consults with public sector clients grappling with changes in their retail streets, offering guidance on capital improvement programs and econom ic development strategies. Steve holds a BA degree in Economics from the University of California, Berkeley, is a published author, and a licensed real estate broker. • Andrew Chalabardo, Senior Project Manager at Saylor Consulting Group, will lead and serve as point of contact for the Saylor Consulting effort. Andrew is a Chartered Quantity Surveyor (MRICS) and Profess ional Quantity Surveyor with the Canadian Institute of Surveyors (PQS) with expertise in budget control from project inception to project completion. His clients include government investment funds, private investment funds, real estate developers, major lenders, and investment banks. Firm profiles for EPS, BKF, and Saylor Consulting are enclosed. Additional information and references are available upon request. Econom i c & Planning Systems, Inc. 6 M:\Proposals\171000\171128Vallco5P\171128 Ptxt.docx ECONOMIC & PLANNING SYSTEMS, ]NC. The Firm Economic & Planning Systems, Inc. (EPS) is a land economics consulting firm experienced in the full spectrum of services related to real estate development, the financing of public infrastructure and governmen t services, land use and conse rvation planning, and government organization. Guiding Principle EPS was founded on the principle that real estate development and land use-related public policy should be built on realist ic assessment of market forces and economic trends, feasible implementation measures, and recognition of public policy objectives, including provisions for required public facilities and services. Areas of Expertise • Real Estate Market and Feas i bility Analysis • Public Finance • Fiscal and Economic Impact Analysis • Reuse, Revitalization , and Redevelopment • Real Estate Transactions and Negotiations • Regional Economics and Industry Analysis • Land Use Planning and Growth Management • Open Space and Resource Conservation • Government Organization • Transportation Planning and Analysis • Asset Valuatio n and Repositioning Clients Served Since 1983 EPS has provided consulting services to hundreds of public-and private-sector clients in California and throughout the United States. Clients include cities, counties, special districts, multi-jurisdictional authorities, property owners, developers, financial institutions, and land us e attorneys. Staff Capabilities The professional staff includes spec ialists in publi c finance, real estate development, land use and transpo rtat ion planning, government organization, and computer applications. The firm ex cels in preparing concise analys es that disclose r is ks and impacts, support decision making, and provide so lutions to real estate development and land use-related problems. EPS Locations Oakland, Sacramento, Lo s Angeles , and Denver EPS Web Site www.epsys.com Eco nomic & Pl a nning Sys t ems, Inc. 7 M:\Proposals\J 7 J000 \J 71128Va/lcoSP\171128 Ptxt.docx Val/co Specific Plan -Ec onomics EPS Proposal 10/19/17 Real Estate Market and Financial Feasibility Analysis EPS prepares technically rigorous real estate market and financial feasibility analyses for private- and public-sector clients. EPS's market analyses provide a research-based assessment of real estate conditions to estimate potential market support for real estate projects and urban development plans. These market analyses range from high-level evaluations of existing market information to detailed, project-specific market demand forecasts that rely on consumer surveys and other primary research. EPS's financial feasibility analyses evaluate the potential financial returns and related feasibility of real estate projects, drawing on market pricing and absorption potential, analysis of development costs, and a keen understanding of real estate investor objectives. The feasibility analyses include pro forma cash flow models that test feasibility under various project alternatives, market assumptions, financing and partnership options, disposition strategies, and measures of financial return. EPS's market and financial feasibility analyses support a range of real estate-related activities, as described below. • Market Demand Analyses-EPS market demand analyses provide a realistic assessment of real estate-market trends to determine the potential market support for a given project or land use plan. Depending on the needs of the project, EPS market analysis efforts range from evaluations of existing market information to provide market value assumptions for financial feasibility estimates to detailed project-specific market forecasts using consumer surveys and other primary research. • Project Feasibility-EPS prepares real estate market and financial feasibility analysis for mixed-use, retail, office, housing, lodging, or entertainment projects. Proforma cash flow models are utilized to test feasibility under a range of project alternatives, financing, and partnership options, disposition strategies, and measures of financial return. Project feasibility analyses are commonly used to determine the economic value of requested change(s) to land use and zoning regulations. • Developer Negotiations-EPS prepares feasibility studies and economic analyses to support real estate and infrastructure negotiations involving public and private participants. These negotiations have resulted in development agreements, owner participation agreements, and participation and disposition agreements. • Public/Private Financing-EPS evaluates the optimal levels of public financial support to attract developer interest or to complete the financing p rogram for a proposed project. Project ex perience includes identifying and forecasting potential funding sources; al locating capital costs among participating entities; public finance negotiations, including drafting development agreements; and formulating assessment rates, special ta x formulas, and fee ordinances. Economic & Planning Systems, In c. 8 M:\Proposals\171000\171128Vallco5P\171 128 Ptxt.docx Organization Chart , -------------------------------------: Executive Committee :------------------------------------------, ,,,. I "ECII I ', I L---------------1 \ I I I I //-........ , : I / ' I 't James R. Musbach David W. Zehnder Darin Smith \ 1 :, President Vice President/CFO Secretary I ' :1 Managing Principal Managing Princ ipal Managing Principal :1 ,1 :1 •I Andrew Knudtsen Jamie Gomes :1 'I, ,'I I ''-----------------------------------------------------------------------------------------------I I I I I I Jason Moody Teifion Rice-Evans Wa lter F. Kieser 1 I Managing Principa l Managing Principal Senior Principal 1 I I I I I Daniel R. Guimond Benjamin C. Sigman I \ Pr i ncipal Principal / Managing Principal Managing Principal \ I ' r----------------/ '-_________________ --i Principals Management Committee l ______________________ ..,,,, "PMC" I L---------------~ EPS Oakland EPS Sacramento EPS Denver Jason Moody Managing Principal Jamie Gomes Managing Principal Andrew Knudtsen Managing Principal Jim Musbach Managing Principal David Zehnder Managing Principa l Dan Guimond Principal Teifion Rice-Evans Managing Principal Amy Lapin Executive Vice Pre si dent Brian Duffany Vice President Darin Smith Managing Principal Ellen Martin Executive Vi ce President Matt Prosser Vice President Ben Sigman Prin cipa l Russ Powell Senior Vice President David Sc hwartz Vice Presid e nt Wa lter Kie se r Senior Principal Tom Marten s Vice President Tim Morzel Se nior Associate Ashleigh Kanat Executive Vice President Allison Shaffe r Se nior Techn ical Associate Elli ot Kilham Associate Michael Nimon Vice President Megan Quinn Senio r Assoc iate Rachel Shindman Associate Ed Sullivan Senio r Technical Associate Sea n Fish e r Associate Li sa Marie Eytcheson Production Manager Jenny Lin Associa te Kate O'Beirne Associate Lena Soister Office Ma nag er Paige Pel tze r Associate Mark Polhemus Assoc iate Clai r e Desser Research Analyst II Delia Cruz St aff Accountant Sadie Wilson Research Analyst II Lily Sto. Domingo Sta ff Accountant EPS Los Angeles Ne ri ss a d e Je sus Production Manager Mich ell e May er Human Re sou rces/Be nefits Andrew Kaplan Vice President Susan Marcus Administrative Manager Victoria All enswort h Production Manager Michelle Chung Associate Denise Young Administrative Assistant Anya Tamagni Office Manager Frank Refuerzo Assoc iate Prepared by EPS 9/15/20 17 13 CIVIL ENGINEERING. SURVEYING. PLANNING Delivering Inspired Infrastructure For 100+ years , BKF has De li vered In sp ired Infra stru cture to its clients . As a resu lt , we have earned our cli ents trust, and thereby their repeat business. BKF has worked di l igently to help our clients achieve their goals , and bring th ei r projects across the finish l ine . Through our network of 13 offices in California , we have deve l oped extensive lo cal knowledge that provides us with a keen understa nd i ng of issu es re lating to feasibility, permitting, and en t itlement approval s. BK F provid es ci vi l en gi neering, land su rvey in g, and lan d p lanning services for governmen t agencies , institutio ns, deve l opers , arch itects, con t ractors , school districts, and corporations. Our markets i nclude healthcare, educa t ion, residential, commerci al , in d ustrial , corporate, t ransportation, and pub lic wo rk s. We provide a number of specialty service s including su stainable de sign, site accessibility consu lting , hy drology/hy drau l ic s, traffi c sign al des i gn , and 3D laser scanning . BKF 's 100+ years of engineeri ng, surveying and p lanning hav e produ ced some of the m o st recognized p roj ects in California . By combin ing our years of experi ence i n d iverse m arkets wi t h new, i n nova t ive app roac hes to problem solving we have grown to our cur rent 13 offices with over 400 experience d st aff. This succe ss ha s compelled ENR Californ ia to name BK F the 2017 Design Firm of t he Ye ar! OFFICES Redwood City 650.482 .6300 Lath ro p 209.923.8200 N ew port Beac h 949.526.8460 Oa kland 510.899.7300 Pleasa nton 925.396.7700 Richmond 510 .529.0336 Sa cramento 916.556.5800 Sa linas 831.205.5880 San Fran cisco 4 1 5.9 30.7900 San Jose 408.467 .9100 San Rafae l 415.930.7960 Sant a Rosa 707 .583 .8500 Wa lnut Cree k 925.940.2200 14 CIVIL ENGINEERING Site Deve lopment Stree t sca pe Des ign Parkin g Lo t Pl annin g & Desig n Grad e Separa ti o ns Jo int Trench Coord ina t ion Site Gradi ng WATER RESOURCES St orm, Sewe r and W at er Sys t em s Sto rm Wate r Q ua lity Co mplianc e Eros io n Con t ro l & SW PPP Pump St at io n Dete ntio n Sys tem s Hydraulic & Hy dro logy St udies Ut ility Mas ter Plannin g & Des ign TRANSPORTATION Geo m etri c Roa dway Desig n Traffic Sig nal Des ig n Traffic I mpact St udies Hig hway and I ntercha nge Des ig n Traffic Circu lati o n Li gh t and Heavy Ra il LAND PLANNING M as ter Pl annin g Zo n ing M od ificat io n Pe r m it Ap pli ca ti on Con t ract Pl ann in g to Pu b li c Ag encies ENTITLEMENT SUPPORT Review Permit Req uireme nts Hard/Soft Cos t Est ima t es En viro nm enta l Review Su ppo rt Tentati ve M ap Preparati o n Sc hedulin g Feas ibili ty Studi es D ue Dili ge nce Repo rts SURVEY GPS Surveys Right-of-Way Mapping ALTA/ASCM Surveys Topograp hic Mapping Hig h Reso lution Scann in g GIS Mapping Subd iv ision M appi ng Bo un dary Surveys Co nst ru ct io n Surveyi ng SPECIALTY SERVICES Landfill Recla m ation Wet lands Perm its Proje ct Manag em ent Differential Settlement Site Des ig n LEED Documentation Support Co nstruction Manageme nt Expert W itness A History of Service Val/co Specific Plan -Economics EPS Proposal 10/19/17 Saylor Consulting brings together a staff of experienced consultants who have helped shape and pioneer the field of cost consulting and continue to develop new approaches to maximize cost savings and streamline construction management in an ever-changing business environment. Nationally recognized as experts in their fields, Saylor and its staff have built their reputation on innovation, expertise, and service to the client. We are proud that many of the techniques used in the industry today were created and developed by members of the Saylor staff. Today, Saylor offers a wide range of services, combining project management, estimating, scheduling, value engineering, life cycle cost, material selection and specification research to give architects, engineers, contractors, developers, lenders and owners complete command over project cost control, quality and on-time completion. Cost Estimating The Cost Estimate is the foundation for a successful construction project. Through estimating, we are able to establish a budget for the project and measure the project's progress against that budget. Using Integrated Cost Management, the Saylor staff uses the most accurate up-to-date cost information to gauge the impact of different design options on cost, schedule and quality of a project. We take into consideration actual construction costs and hidden expenditures such as life cycle costs. We care not only about the dollar amount of a project, but also the value our clients receive for that dollar. Pioneers in the fields, our staff continues to develop innovative approaches in the business of Cost Estimating . Project Contact: Andrew Chalabardo MRICS, PQS Leland Saylor Associates 101 Montgomery Street, Suite 800 San Fran c isco , CA 94104 www. lela ndsaylor. com Economic & Pla nning Systems, Inc. 15 M:\Proposals\1 71000\171128Val/coSP\171128 Ptxt.docx Founded in 1997, Main Street Property Services, Inc. with offices in Lafayette and Pleasanton, California is a premier retail real estate services company providing the highest level of specialized leasing, project positioning, remerchandising, development, and tenant representation services for retail property owners, investors, tenants and municipalities throughout Northern California. By focusing exclusively on retail, Main Street Property Services, Inc. provides clients with a competitive edge by supplying first-hand knowledge of activities and transactions throughout the retail real estate industry. L"69 MT Dl~lD ~OOl.fl'ARD I M/\H 1H (.,,1,rb~lh Main Street Property Services, Inc. is a hands-on company that involves itself in a project from entitlement to completion of leasing . Responding to the needs of developers, owners, investors and retailers, the company provides a full-range of services and Economic & Planning Systems, Inc. Val/co Specific Plan -Economics EPS Proposal 10/19/17 3HlMAIN 5TRECT r, r A.lld<'11t 1AI u ,xa,~ has established itself as a leader in leasing and downtown shopping districts and retail projects throughout Northern California . The primary focus at Main Street Property Services, Inc. is remerchandising and leasing downtown retail shopping districts as well as community, neighborhood, and lifestyle centers. Special attention is paid to every detail in the projects represented by the company. Main Street Property Services, Inc. works to establish the best possible merchandise mix for each project creating a selection of retailers that results in increased retail performance. Main Street's objective is to achieve maximum value for our clients by providing superior long term solutions to retail projects utilizing creative leasing strategies. 16 M:\Proposals\171000\171 128Val/coSP\171 128 Ptxt.docx EPS 2017 HOURLY BILLING RATES Managing Principal $275-$315 Senior Principal $315 Principal $250 Executive/Senior Vice President $230 Vice President $210 Senior Technical Associate $210 Senior Associate $190 Associate $155 Research Analyst II $130 Research Analyst I $90 Production and Administrative Staff $90 Billing rates updated annually. Eco n omic & Pl a nning Sys t em s, In c. A -1 M :\Proposals\I 71000\17 11 28Va ll coSP\l 71 l 28 Ptx t.docx 2018 HOURLY BILLING RATES California Offices Managing Principal $260-$315 Senior Principal $300-$315 Principal $230-$255 Executive/Senior Vice President $230-$235 • Vice President Senior Technical Associate $205-$215 $190-$215 Senior Associate $175-$195 Associate $160 Research Analyst II $120-$135 Research Analyst I $90 Production and Administrative Staff $80-$90 Billing rates updated annually. EXHIBIT D Insurance Requirements Professional/Consulting Services Contracts Contractor shall procure and maintain for the duration of the contract insmance against claims for injuries to persons or damages to property which may arise from or in connection with the performance and results of the Services hereunder by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: I. Commercial General Liability (CGL): Insurance Services Office ("ISO") Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations , contractual liability, property damage, bodily injury, and personal and a dvertising injmy with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project (ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. 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 made available to the Additional Insured and shall be (1) the minimum coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b . Additional Insured coverage under Contractor's policy shall be "primary and non- contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO CG 20 01 04 13 c . The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set fo1ih in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a prima1y and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2 . Automobile Liability : ISO Fo1m Number CA 00 01 covering any auto (Code 1), or, if Contractor has no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits, and Employer's Liability Insurance of no less than $1,000,000 per occmTence for bodily injury or disease. (Not required if Contractor provides written verification it has no employees). 4 . Professional Liability. Insurance which includes coverage for professional acts , errors and omissions, with limits no less than $2,000,000 per occuJTence or claim, $2,000 ,000 aggregate (if applicable). If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City of Cupertino, its City Counci l, officers , officials, emp lo yees, agents, servants and vo lunteers are to be covered as additional insureds on the CGL policy with respect to li abi lity arising out of the Services Insurance R equirem ent s for Profess ional/Consulting Contracts Version: Nov 2017 1 performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or ifnot available, tlu·ough the addition of both CG 20 10, CG 20 26, CG 20 33 , or CG 20 38; and CG 20 37 if a later edition is used . Primary Coverage For any claims related to this Contract, the Contractor's insurance coverage shall be primary coverage at le ast as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums . Waiver of Subrogation Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by vi1iue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions City may approve se lf-insured retentions and require proof of Contractor's abi lit y to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an AM. Best's financial strength rating of "A" or better and a financial size rating of "VII" or better. Claims Made Policies (applicable only to professional liabili ty) If any of the required policies provide coverage on a claims-ma de basis: 1. The Retroactive Date must be shown and must be before the Effective Date of the Contract. 2. Insurance must be maintained for at least five (5) years after completion of the Services. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. Verification of Coverage Contractor shall furnish the City with acceptable original ce1iificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City p1ior to commencing the Services. City retains the right to demand verification of compliance at any time during the Contract. Subcontractors Contractor shall require and verify that all subco ntra ctors maintain insurance meeting all the requirements stated herein , and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Insurance coverage shall not limit Contractor 's dutie s to indenmify, defend an d hold City ham1le ss. City reserves the ri ght to modify these requirem en ts based on the nature of the risk, prior experience, in surer, coverage or other special circumstances. Version: Nov 2017 .,, ,( Insuran ce Requirements for Professional/Co nsulting Contracts '---------"-----''------'--------'"------------------------------'p' 2 / ACORD® CERTIFICATE OF LIABILITY INSURANCE I DAT E (MM/DD /YYYY) ~ 12/14/2 017 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). PRO DU CER CO NT AC T NAM E: Andre in i & Compan y-San Mate o r.~~'tl'n F v t l· 650-5 73-1 111 I FA X 22 0 We st 20th Ave IA/C Nol : 6 50-378-436 1 Sa n Mateo CA 944 03 i oMl~~SS: ktotte n@andreini.com INSURER/Sl AFFORDING COVERAGE NAIC # INSURER A : Federal Insurance Co mpany 20281 INSURED ECON0-5 IN SURER B: Re pu blic Indemnity Co of Ca lif 4 3753 E co nom ic & Plann ing Syste ms IN SUR ER c : Co nti ne nt al Cas ualty Company 20443 400 Cap itol Mall , 28th Floo r S acra me nto CA 95814 INS URER D: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 14 177545 58 REVISION NUMBER: T H IS IS TO C E RTI FY THAT THE POLI C IES OF INSURANCE LI STED BELOW HAVE B EEN ISSUE D T O T HE INSURED NAM ED ABOVE F OR T HE POLI CY P ERIOD IN D ICATED. NOTWITHSTA NDING ANY R E QUIRE M E N T . T ERM OR CONDITION O F ANY CONT RACT OR O T H E R DOCUM E N T W IT H R E SPE C T T O WH IC H THI S CERT IFICATE MAY B E ISSUED OR MAY P ERTAIN , T H E INS URANCE A FFORDED BY THE POLIC IES D ESCRIB ED H E R EI N IS SUBJE C T T O A LL T H E T E RMS , EXCL US IO NS AND CONDITI ONS O F S U C H P O LI C IES. LI M ITS SH OWN MAY H AVE B EEN REDUCED BY P A ID C LAI MS . INSR ADDL SUBR r~~}-J~~l (~~hl ~~l LIMITS LTR TY PE OF IN SU RANC E IIJ<>n iwvn PO LI CY NUMBER A X CO MM ERCIAL GENERAL LIABILI TY y y 35929623WCE 4/1/2017 4/1/2018 EACH OCCURRENCE $1,000,000 >--~ CLAIMS-MADE 0 OCCUR DAMAG E TO RENTED >--PREMISES /Ea occurrence) $1 ,000,000 >-- MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $ excluded >-- GEN'L AGGREGATE LIMIT APPLIES PER : GENERAL AGGREGAT E $3,000,000 ~ DPRO-D PRODUC TS -COMP/OP AGG $3,000,000 PO LI CY JEC T LOC OTHER : Per ProjecVLoc Per Project Agg $3,000,000 A AUTO MOBILE LIABILITY y y 73558746 4/1/2 017 4/1/2018 rE~~~~~~~1?NGLE LIM IT $1000000 - ANY AUTO BODILY INJURY (Per person) $ -ALL OWNED -SCHEDULED AUTOS AUTOS BOD ILY INJURY (Per accident) $ - X X NON-OWNED iP~?~:c~d:~tfAMAGE $ HIRED AUTOS AUTOS >-- $ A UMB REL LA LIA B MOCCUR 79871994 4/1/2017 4/1/20 18 EACH OCCURRENCE $1,000,000 >-- X EXC ESS LIA B CLA IMS-MADE AGGREGATE $1 ,000,000 DED I X I RETENT ION $ sn $ B WOR KERS COMPE NSATI ON y 16150814 4/1/2017 4/1/2018 X I ~ffrur E I I OTH- AND EMPLO YERS ' LI ABILITY ER Y /N ANY PROPRIETOR/PARTNER/EXECUTI VE D N/A E.L. EACH ACCIDENT $1,000,000 OFFIC ER/MEMBER EXC LUDED? (Mandato ry i n NH ) E.L . DISEASE -EA EMPLOY EE $1 ,000 ,000 tf ye s , describe under DESCRIPTION OF OPERATI ONS below E.L. DISEASE -POLICY LIM IT $1 ,000 ,000 C Errors & Omissions 42534 394 2 4/1/2017 4/1/2018 Per Claim 2,000 ,000 Adv/Personal Injury Annual Aggregate 2,000 ,000 DE SCR IPTI ON OF OPE RAT IO NS/LOCATION S / VEHIC LES (ACOR D 101, Addi ti onal Remarks Schedule. may be attached if more space is required) EPS# 171128 T he City of Cupe rt ino , its City Council , office rs, officials, employees , agents , se rv ants, and vo lunteers are additiona l in sured on a primary and non -contributory basis wi th regard to Ge ne ral and Auto Li ability and Wa ivers of S ubrogation app ly per attached po li cy provisio ns. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE TH E EXP IRAT ION D ATE TH EREOF, NOTIC E WI L L BE DELIVE RED IN ACCORD AN CE W ITH THE POLICY PROVIS IO N S . Ci ty of Cupe rtin o 10300 Torre Ave. AUTHORIZ ED REPR ESENTATIVE Cupertino CA 95014 / /' ...,. ( ~1.// q .. · ~j:k-. '--? ' I ~--, ,-.·,, I .A.:.-. '-( •. ;'G.,..-... ,.,:::~ .... ''-·> © 1988-2014 ACORD CORPORATION . A ll righ ts reserved . ACORD 25 (2014/01) T he AC O RD name and logo are re g istered m a rk s of A CO RD Policy #735587 46 19 Mobile Equipment Subject To Compulsory Or Financial Responsibility Or Other Motor Vehicle Insurance Law Only Only those "autos" that are land vehicles and that would qualify under the definition of "mobile equipment" under this policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where they are licensed or principally garaged. B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declarations , then you have coverage for "autos" that you acquire of the type described for the remainder of the policy period . 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" fo r that coverage only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that coverage; and b. You tell us within 30 days after you acquire it that you want us to cover it for that coverage . C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Covered Autos Liability Coverage is provided by this Coverage Form , the following types of vehicles are also covered "autos" for Covered Autos Liability Coverage : 1. "Trailers" with a load capacity of 2 ,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. Breakdown ; b. Repair ; C. Servicing ; d. "Loss"; or e. Destruction . SECTION II -COVERED AUTOS LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bod ily injury" or "property damage" to wh ich this i nsurance appl ies , caused by an "accident" and resulting from the ownership , maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or ex pense" to which this insurance applies, caused by an "accident" and resulting from the ownership , ma i ntenance or use of covered "autos". However, we will only pay for the "covered pollution cost or expense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident". We have the right and duty to defend any "insured" against a "suit" asking for such damages o r a "covered pollution cost or ex pense". However, we have no duty to defend any "insured" agains t a "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or ex pense" to which this insurance does not apply. We may investigate and settle any claim or "suit" as we consider appropriate . Our duty to defend or settle ends when the Covered Autos Liability Coverage Limit of Insurance has been ex hausted by payment of judgments or settlements . 1. Who Is An Insured The following are "insureds": a. You for any covered "auto". b. Anyone else while using with your permission a covered "auto" you own , hire or borrow except: (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a co ve red "a uto" you own . Page 2 of 12 © Insurance Services Office , Inc ., 2011 CA 00 01 10 13 (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household . (3) Someone using a covered "auto" while he or she is working in a business of selling , servicing , repairing, parking or storing "autos" unless that business is yours . (4) Anyone other than your "employees", partners (if you are a partnership), members (if. you are a lim ited liab ility company) or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". ( 5) A partner (if you are a partnership) or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. , . Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (2) Up to $2 ,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (3) The cost of bonds to release attachments in any "suit" against the "insured" we defend, but only for bond amounts within our Limit of Insurance . (4) All reasonable expenses incurred by the "insured" at our request , including actual loss of earnings up to $250 a day because of time off from work. (5) All court costs taxed against the "insured" in any "suit" against the "insured" we defend. However, these payments do not include attorneys' fees or attorneys' expenses ta xed against the "insured". (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend , but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance . These payments will not reduce the Limit of Insurance . b. Out-of-state Coverage Extensions While a covered "auto" is away from the state where it is licensed , we will: (1) Increase the Lim it of Insurance for Covered Autos Liability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered "auto" is being used . This extension does not apply to the limit or lim its specified by any law governing motor carriers of passengers or property . (2) Provide the minimum amounts and types of other coverages , such as no- fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the following : 1. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement; or b. That the "insured" would have in the absence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation , disability benefits or unemployment compensation law or any similar law. CA00011013 © Insurance Services Office, Inc., 2011 Page 3 of 12 4 . Loss Payment -Physical Damage Coverages At our option, we may : a. Pay for, repair or replace damaged or stolen property ; b. Return the stolen property , at our expense . We will pay for any damage that results to the "auto" from the theft ; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value . If we pay for the "loss", our payment will include the applicable sales tax for the damaqed or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another , those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them . B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form. It is also void if you or any other "insured", at any time , intentionally conceals or misrepresents a material fact concerning : a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form . 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy w ill automatically provide the additional coverage as of the day the revision is effective in your state . 4. No Benefit To Bailee -Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding , storing or transporting property for a fee regardless of any other provision of this Coverage Form . 5. Other Insurance a. For any covered "auto" you own , this Coverage Form provides primary insurance. For any covered "auto" you don't own , the insurance provided by this Coverage Form is excess over any other collectible insurance . However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is : (1) Excess while it is connected to a motor vehicle you do not own ; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Coverage , any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto " you own. However, any "auto" that is leased , hired , rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, th is Coverage Form's Covered Autos Liability Coverage is primary for any liability assumed under an "insured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share . Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when th is policy began . We will compute the final premium due when we determine your actual exposures. The estimated total premium will be cred ited against the final premium due and the first Named Insured will be billed for the balance, if any . The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due , the first Named Insured will get a refund . b. If this policy is issued for more than one year, the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginn ing of each year of the policy. CA00011013 © Insurance Services Office , Inc., 2011 Page 9 of 12 Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued APRIL I, 2017 TO APRIL 1, 2018 APRIL 1, 2017 3592-96-23 WCE ECONOMIC & PLANNING SYSTEMS JNC FEDERAL JNSURANCE COMP ANY JANUARY 23, 2017 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and • with respect to damages, loss, cost or expense for in jury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for in jury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured -Scheduled Person Or Organization continued Endorsement Page 1 Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rav. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Additional Insured -Scheduled Person Or Organization last page Endorsement Page 2 Conditions (continued) Transfer Or Waiver Of Rights Of Recovery Against Others Liability Insurance Form 80-02 -2000 (Rav. 4-01) We will waive the right of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured 's rights to recover all or part of any payment made under this insurance have not been waived, those rights are transferred to us . The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses. Contract Paga24 of32 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC 00 03 13 (Ed. 04-84) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule . Schedule State Person or Organization Job Description California This endorsement provides a blanket waiver of subrogation applicable to all jobs for persons or organizations whom the Named Insured has agreed by written contract to furnish th is waiver. The charge for this endorsement shall be 2.-5% of total manual premium , subj ect to a min imum premium of $250. This charge will be billed on your next invoice based on current manual prem ium, and the final charge will be calculated and billed at the final audit. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated . Republic Indemnity Company of California Company Number 27561 Insured Economic and Planning Systems , Inc. Pol icy Number Endorsement Number Endorsement Effective Printed On WC 00 03 13 (Ed . 04-84) 161508-14 6 April 01, 2017 March 21 , 2017 © 1983 National Council on Compensation Insurance. Countersigned by : _________ _ Insured Copy CHUB Er Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued APRIL 1, 2017 TO APRIL 1, 2018 APRIL 1, 2017 3592-96-23 WCE ECONOMIC & PLANNING SYSTEMS INC FEDERAL INSURANCE COMP ANY JANUARY 23, 2017 This Endorsement applies to the following forms: GENERAL LIABILITY EMPWYEE BENEFITS ERRORS OR OMISSIONS Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02 -2653 (Rev. 7-09) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a written contract or agreement, to provide the person or organization described in the Schedule (that is also included in the Who Is An Insured section of this contract) with primary insurance such as is afforded by this policy, then this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations described in the Who Is An Insured section of this contract and that you are obligated, pursuant to a written contract or agreement, to provide with primary insurance as is afforded by this policy, but only to the minimum extent required by such contract or agreement. All other terms and conditions remain unchanged. Authorized Representative Conditions -Other Insurance -Primary, Noncontributory Insurance -Scheduled Person Or Organization fast page Endorsement Page 1