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18-003 David J. Powers and Associates, Inc. for the Environmental Review for the Vallco Shopping District Special Area Specific PlanSECQN!} AMENDMENT TO AGREEMENT 18-003 BETWEEN .IHE..C.IIT.ilE.CJJPERTINQ AND .llAYlll . .J.. POWERS .&ASSQCIATES_.EQRTHE YALLCQ SHQffJNG lllSJ RJCI SPECIAL AREA SPECXflC' fLAN This '.~ccnmi Amendir(, t~ Agreement 18-003 between the City of Cupertino and David J Powers, for reference dated Wt~~2018, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and David J Powers & Associates, a Cnrp,irntion. t'lc ("Consultant") whose address is 1871 The Alameda, Suite 200, San Jose, CA 95126, and is made with reference to the following : RECITALS: A. On 12/20/2017, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for Environmental Review for the Vallco Shopping District Special Area Specific Plan. B . The Agreement and the First Amendments are collectively referred to as the "Agreement" unless otherwise indicated . C . City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: I . Compensation_ Paragraph 4 of the Agreement is modified to read as follows : 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $934,600 ("Contract Price"), based upon the scope of services and the budget and rates included in Exhibit C, attached and incorporated here. This amount is inclusive of all time and expenses, including without limitation to Contractor and Sub-contractors' costs, materials, supplies, equipment, travel, taxes, overhead and profit. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $13,500.00. 2 . The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to this Amendment: a. Exhibit A : Vallco Specific Plan Environmental Review -Analyze the environmental impacts of an additional alternative to the Vallco Specific Plan 3 . Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF , the parties hereto have caused this modification of Agreement to be executed . EXPENDITURE DISTRIBUTION PO #2018-412 100-71-702-750-074 . Original $845,700 Amendment #1: $60 ,000 Amendment #2: $28,900 Total: $934,600 CITY OF CW~O~ B y A,d~a2 Title Assistant City Manager * ~ED ~FORM f?,c.1.I /?-7 -(,l~ID µ~.v' 5t~ f-/ 4 City A,__~t-or~ne~y-----*-·~ ~ f · /J e,q./l'fL + dv" > ~ -;<..X • ATTEST: -~A~-A-~ f:r City Clerk EXHIBIT A ~~~u DAVID J. POWERS m,~r;i . 181@~ June 11, 2017 Piu Ghosh, Principal Planner City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Sent via email: PiuG@cup ertino.org; CatarinaK@ cupertino.org; and AartiS@cupertino .org Re: Valko Specific Plan Environmental Review -REVISED Contract Amendment #2: Additional Alternative Dear Ms. Ghosh: We are requesting an amendment to our existing contract to analyze the environmental impacts of an additional alternative to the Vallco Specific Plan. The City would like to evaluate the impacts of an alternative that includes the following : Residential Office Retail Hotel City Adult Total Civic Green Public Hall Education Roof Park DU SF KSF Rooms SP.ace KSF KSF KSF Acreage Acreage Alternative 3,250 1.5m 1 600 2 339 so 15 65 30 8 Notes: 1. Includes 40,000 square feet school administration building and 10,000 sq.ft. STEM Lab . 2. Includes 60,000sf as performing arts center This alternative would have the same heights as the proposed project except it would allow heights of up to 160 feet at the northwest corner of Vallco Parkway and Wolfe Road, southwest corner of Vallco Parkway and Wolfe Road , northeast corner of Vallco Parkway and Wolfe Road, and east of Wolfe Road towards the freeway. Our analysis will assume that the other aspects of this alternative (e.g., construction tlmeframe, excavation, upgraded transit center, etc.) would be Identical to the proposed project. We will evaluate the additional alternative in an Amendment to the Draft EIR and supplemental technical transportation , air quality, greenhouse gas, and noise analyses will be completed by Fehr & Peers and Illingworth & Rodkin, Inc . for this alternative. The supplemental technical analyses will include: Transportation • Developing trip generation estimates • Conducting intersection and cumulative LOS results for all 67 intersections under all six scenarios • Documenting findings in short technical memorandum David .I . Powe :5 & Asso(.:,m~s, In c 1 [nvirm,rn er:t al Consul ta nts ami Plan,1er5 Air Quality/Greenhouse Gas • Modeling construction and operational air pollutant and GHG emissions • Conducting health risk assessment • Documenting findings in a short technical memorandum Noise • Evaluating alternative -generated traffic noise impacts • Documenting findings in a short technical memorandum We assume the City will provide us with supplemental sewer and water analyses by June 20 1h and no supplemental school analysis is needed. Currently, we have remaining in-house budget under Task A and will utilize this remaining budget to prepare the Amendment to the Draft EIR . The contract amendment request is for $28,900 for the supplemental technical analyses. With the contract amendment, our existing budget would increase from $905,700 to $934,600 . A breakdown of the cost estimate for contract amendment is provided below. Existing Contract Contract Amendment Request Technical Subconsultants* • Fehr & Peers (transportation) ($22,000) • Illingworth & Rodkin, Inc . (air quality, greenhouse gas, and noise) ($6,900) Total with Contract Amendment $905,700 $28,900 $934,600 *Reimbursable and technical subconsultant expenses include our standard 15 percent administrative fee (with the exception of Fehr & Peers expenses, which include a reduced 10 percent administrative fee). If this contract amendment is acceptable to you, please attach this contract amendment to our agreement with the City . Please contact our Senior Project Manager, Kristy Weis (direct line: 408-454- 3428, email: kweis@davidjpowers.com ), or me if you have any questions about this proposal or need additional information. Sincerely, Judy Shanley President/Principal Project Manager Direct line: (408) 454-3431 Email: jshan ley@davidjpowers.com 2 FIRST AMENDMENT TO AGREEMENT 18-003 BETWEEN THE CITY OF CUPERTINO AND DAVID J. POWERS & ASSOCIATES, INC. FOR ENVIRONMENTLA REVIEW FOR THE V ALLCO SHOPPING DISTRICT SPECIAL AREA SPECIFIC PLAN This first Amendment to Agreement 18-003 between the City of Cupe11ino and David J . Powers & Associates, Inc., for reference dated 5/11/2018, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and David J. Powers & Associates, Inc., a Corporation ("Consultant") whose address is 1871 The Alameda, Suite 200, San Jose, CA 95126, and is made with reference to the following: RECITALS: A . On 12/2 0/2 017, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for Enviromnental Review for the Valko Shopping District Special Area Specific Plan. B . The Agreement and the First Amendments are collectively referred to as the "Agreement" unless otherwise indicated . C. City and Consultant desire to modify the Agreement on the te1ms and conditions set fo11h herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. COMPENSATION Paragraph 4 of the Agreement is modified to rea d as follows: 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $895,700.00 ("Contract Price"), based upon the scope of services and the budget and rates included in Exhibit C, attached and incorporated here. This amount is inclusive of all time and expenses , including without limitation to Contractor and Sub-contractors' costs , materials , supplies, equipment, travel , taxes, overhead and profit. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $13,500.00. 2. The following Exhibits to the Agreement, are amended and replaced to read as shown in the attachments to thi s Amendment: a. Exhibit A: Vallco Specific Plan Enviromnental Review -Contract Amendment # 1: Green Roof b . Exhibit "D " -Insurance Requirements 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT ~d _ By M-c-: .g~ Title V{ LJ.-. f\).,J, <{}4--'J RECO~~AI;ROVAL By ~, ~ Title )j 1),1'5 ~-\- EXPENDITURE DISTRIBUTION PO #2018-412 100-71-702-750-017 Original Contract $845 ,7 00 Amendment #1: $50,000 Total: $895,700 City Clerk S-, 2._ 'J · I l April 6, 2017 Piu Ghosh, Principal Planner City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Sent via email: AartiS@cupertino.org; PiuG@cupertino.org Re: Vallco Specific Plan Environmental Review -Contract Amendment #1: Green Roof Dear Ms. Ghosh: We are submitting a contract amendment request to our existing contract to prepare an Environmental Impact Report (EIR) for the Vallco Specific Plan. The City would like the EIR to evaluate the impacts of adding a green roof element to up to two of the project alternatives. The addition of a green roof element was not included in our original scope of work. Including the green roof in one or more project alternatives would require all the analyses in the EIR to be updated, including key technical reports . The technical transportation, air quality, greenhouse gas, noise, geotechnical, and recycled water reports would need to be updated . Our existing contract is for $845,700. rt is anticipated that minor edits will be needed to the geotechnical and recycled water technical reports and those can completed within the existing budget. The contract amendment request is for us to update the EIR analysis and Fehr & Peers and Illingworth & Rodkin, Inc. to update the technical transportation, air quality, greenhouse gas, and noise reports. It is estimated we will need an additional $33,000 to add the green roof element to one of the project alternatives and $50,000 to add the green roof element to two of the project alternatives. A breakdown of the cost estimate for adding the green roof to one and two project alternatives is provided below. David J. Powers & Associates, Inc. Technical Subconsultants* • Fehr & Peers (transportation) • Illingworth & Rodkin, Inc. (air quality, greenhouse ga s, and noise) Total Contract Amendment Request Dav i d J. Powers & Associates, Inc. 1 Addition of Green Roof Addition of Green Roof to One Project to Two Project Alternative Alternatives $7,500 $20,000 $5,500 D YES $33,000 $10,500 $33,000 $6,500 D YES $50,000 Environmental Consultants and Planner~ If this contract amendment is acceptable to you, please check the appropriate box to let us know which option is selected (addition of the green roof to one or two project alternatives) and attach this contract amendment to the our agreement with the City. Please contact our Senior Project Manager, Kristy Weis (direct line: 408-454-3428, email : kweis@davidjpowers .com ), or me if you have any questions about this proposal or need additional information. Sincerely, Judy Shanley President/Principal Project Manager Direct line: (408) 454-3431 Email: jshan ley@davidjpowers.com David J . Powers & Associates, Inc. 2 Environmental Consultants and Planners EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED I. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising inju1y with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01 ). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement 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 (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "pr imary and non-contributory," will not seek contribution from City's insurance/se lf-insurance , and shall be at least as broad as ISO Form 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 forth 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 primary 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 CA 00 01 covering any auto (including owned, hired, and non-owned autos) 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 occurrence for bodily injury or disease . D Not required Con s ultant has provided written verification of no employee s. 4. Professional Liability for professional acts , errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. 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 Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services . OTHER INSURANCE PROV ISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-Insurance Requirement s/or Desig n Professionals & Co nsultants Contracts Fo rm Update d Feb. 201 8 1 Additional Insured Status The City of Cupertino, its City Council , officers, officials, employees, agents, servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as I SO Form CG 20 IO ( I I/ 85) or both CG 20 IO and CG 20 3 7 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant'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 IO days in advance if due to non -payment of premiums . Waiver of Subrogation Consultant waives any right to subrogation against City/ Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein . Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds ; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses . The policy shall provide, or be endorsed to provide , that the self-insured retention may be satisfied by either the insured or the City . Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A -VII , orbetter. Verification of Coverage Consultant must furnish acceptable insurance certificates 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 prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term . S ubcons ultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/o r higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/cove rage based on the nature of the risk , prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Exh. D-lnsurance Require ments for Design Professionals & Consultants Co ntracts Form Updated Feb. 2018 2 ACORD® CERTIF ICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 01 /05/20 18 THIS CERTIFICATE 15 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, t he policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Cora Lim NAME : SelectSolutions Insurance Services iA~gNJ0 Ext\: (866)500-6359 I FA X (A/C, No): (925)95 1-0 077 1107 Investme nt Blvd E-MAIL coral@selectsolutionsins.com ADDRESS: Suite 100 INSURER(S) AFFORDING COVERAGE NAIC # El Dorado Hills CA 95762 INSURER A : Travelers Property Casualty Company of America 25674 INSURED INSURER B : The Travelers Indemn ity Company of Connecticut 25682 David J . Powers & Associates, Inc. INSURER C: The Hanove r American Insurance Company 36064 1871 The Alameda , Suite 200 INSURER D : Continental Casualty Company 20443 INSURER E: San Jose CA 95126 INSURER F: C OVERAGES CERTIFICATE NUMBER: CL 183826876 REVISION NUMBER : THIS IS TO CERTIFY TH AT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISS UED TO THE INSURED NAMED ABOVE FOR THE POLIC Y PERIOD INDI CATED . NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CON TR AC T OR OTHER DO CUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJ ECT TO ALL THE TERMS , EXC LUSION S AN D CONDITIONS OF SUCH POLIC IES . LIM ITS SHOWN MAY HAV E BEEN REDUCED BY PAID CLA IM S. IN SR POLICYEFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER CMM/DDNYYY) (MM/DDNYYY) LIMITS X COMM ERCIAL GENERAL LIABILITY EACH OCCURRENCE s 2 ,000 ,000 I--D CLAIMS-MADE [81 OCCUR UAMAC,tc TO REN I tcU PREMISES /Ea occurrence\ s 1,000,000 MED EXP (Any one person) s 10 ,000 -A y y 6805H0002841 12/03/2017 12/03/2018 PERSONAL & ADV INJURY s 2 ,000,000 - GEN'LAGGR EGAT E LIMIT A PPLIES PER : GENERAL AGGREGATE s 4 ,000,000 ~ D PRO-D Loc s 4 ,000 ,000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER : Empl oyee Benefi ts s 2 ,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIM IT s 1,000 ,000 /Ea accident\ I-- X ANY AUTO BODILY INJURY (Pe r person) s I--OWNED -SCHEDULED B AUTOS ONLY AUTOS y y BA6820 L 1531 12/03/201 7 12/03/2018 BODI LY INJURY (Pe r accident) s x HIR ED x NON-OWNED PROPERTY DAMAGE s AUTOS ONLY AUTOS ONLY (Per accident\ -Uninsured motorist Bl s 1,000,000 X UMBRELLA LIAB ... ,... .......... 1,000 ,000 ~ OCCUR EACH OCCURRENCE s A EXCESS LIAS CLAIMS-MADE CUP2C5902111 12 /03 /2017 12/03/2018 AGG REGATE s 1,000,000 OED I XI RETENTION s 0 s WORKERS COMPENSATION XI PER I I OTH - AND EMPLOYERS' LIABILITY STATUTE ER YIN C ANY PROPRIETOR/PARTNER/EXECUT IVE 0 N/A y WZ39816300 01/13/2018 01 /13/2019 E.L. EACH ACCIDENT s 1,000,000 O FFI CER/MEMBER EXCLUDED? (Mandatory in NH) E .L. DISEASE -EA EMPLOYEE s 1,000 ,000 If yes, describe under 1,000,000 DESC RIPTION OF OPERATIONS below E .L. DISEASE -POLICY LIM IT s PROFESSIONAL LIABILITY D EEH 288347490 03/26/2018 03/26/2019 PER CLAIM $2,000,000 AGGREGATE $2 ,000 ,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101 , Additional Remarks Schedule, may be attached if more space is required) Re : DJP&A Job #17-208Nallco . As Per Contract or Agreement on File with th e Insured . Th e City of Cupertino , its City Council , officers , officia ls , employees , agents, servants and volunteers are named as ad ditional insured on General & Auto Liability policies if requ ired by written contract per attached endorsemen ts. Waiver of Subrogation applies on General Liabil ity , Automobile Liability and Workers Compensation policies if required by written co ntract per attached endorsements . CE RTIFIC ATE HOLDER CANCELLATION SHOULD AN Y OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DAT E THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino Pu bli c Works Dept. ACCORDANCE WITH THE POLICY PROVISIONS . 10300 Torre Ave. AUTHORIZED REPRESENTATIVE Cupertino CA 95014 ~frAA ()~ I © 1988-2015 ACORD CORPORATION . All rights reserved . AC ORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER 680 -5 H00028 4-1 7-4 7 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGE S 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 requir ing 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 wh ich 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 insu red 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 81 0915 © 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 organ ization . 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 comm itted. 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 requ ired 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. Wh ile that part of the written contract is in effect; and c. Before the end of the policy period . Page 2 of 2 © 2015 The Travelers Ind e mnity Company . All rights reserved . CG D3 810915 Includes the copyrighted material of Insurance Services Office , Inc ., with its permission PO LI CY NUMBER BA-6820L 153-1 7-GRP 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 IN SURED D. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS E . TRAILERS -INCREASED LOAD CAPACITY F. HIRE D AUTO PHYSICAL DAMAGE G. P H YSICAL 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 pol icy 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. AUDIO, VISUAL A ND DATA ELECTRONIC EQUIPMENT -INCREASED LIMIT I. WAIVER OF DE DU CTIBLE -GLASS J. PERSONAL PROPERTY K . AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION perform ing dut ie s related to the conduct of your business . 2. The following replaces Paragraph b. in 8.5., 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 . However , any "auto" that is leased , hired , rented or borrowed with a driver is not a co vered "au to ". 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 © 20 15 The Trave lers In demni ty Compa ny. All ri ghts re se rve d. Page 1 of 3 In cludes copyrighted material of In suran ce Se rv ic es Office , In c. with its perm iss ion. 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- tio ns) 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 co ndition 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 Exte nsion 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 D., 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 "l oss" 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 deductibl es apply to Persona l Property cover- age. Page 2 of 3 © 2015 Th e Travelers Indemnity Compan y. All rights reserved. CA T4 20 0215 Includes copyrighted materi a l of In surance Servi ces Office , Inc . with its permission . K. AIRBAGS The following is added to Paragraph 8.3., 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 -P HYSICAL 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 T o 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 © 20 15 The Tra ve lers Indemnity Company. All ri ghts reserved. Page 3 of 3 Include s copyrig hted material of In sura nce Services Office , In c. with its permission. 4~Hanover ~ Insurance Croup .. V\/Z39816300 5701628 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA 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 .) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule . The additional premium for this endorsement shall be 2% % of the California workers' compensation premium otherwise due on such remuneration . Person or Organization WHERE REQUIRED PER WRITIEN Schedule Job Description CONTRACT This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Policy No . WZJ-9816300-04 Endorsement No . Premium$ Insurance Company THE HANOVER AMERICAN INSURANCE COMPANY Countersigned By _________________ _ WC 04 03 06 (Ed. 04-84) CITY OF a CUPERTINO PROFESSIONAL/CONSULTING SERVICES AGREEMENT WITH DAVID J. POWERS & ASSOCIATES, INC. FOR ENVIRONMENTAL REVIEW FOR THE VALLCO SHOPPING DISTRICT SPECIAL AREA SPECIFIC PLAN 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 David J. Powers & Associates, Inc., ("Contractor"), a California Corporation, for the environmental review and consulting for the Vallco Shopping District Special Area Specific Plan ("Project"). 2. SERVICES 2.1 Basic Services. Contractor agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Contractor's written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected by City. 2.2 Additional Services. City may request at any time during the Contract Time that Contractor provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal ("Additional Services"). Additional Services must be authorized in writing by City and Contractor will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to "Services" in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement, the Scope of Services, and Contractor's Proposal. Contractor is solely responsible for its errors and omissions and those of its subcontractors, and must promptly correct them at its sole expense. Contractor must take appropriate measures to avoid and mitigate delay, liability, and costs resulting from said errors and omissions. City Project: Vallco Shopping District Special Area Specific Plan Profess ional/Co ns ulting Agreemen t: Rev. Nov /6, 2 01 7 Pa ge I of 11 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on November 21 , 2022 ("Contract Time"), unless tenninated earlier as provided herein. Contractor's Services shall begin on the Effective Date of the Agreement and shall be completed by the end of the Agreement. 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B , Schedule of Performance, attached and incorporated here. Contractor must promptly notify City of any actual or potential delay in pro viding the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks , Contractor must begin work on each separate task upon receiving City's Notice to Proceed ("NTO"), and must complete each task within the time specified in Exhibit B. 3.3 Time is of the essence for the perfonnance 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 performance of the Services an amount that will based on acfual costs but that will be capped so as not to exceed $845,700.00 ("Contract Price"), based upon the scope of services and the budget and rates included in Exhibit C , attached and incorporated here. This amount is inclusive of all time and expenses , including without limitation to Contractor and Sub-contractors' costs , materials , supplies , equipment, trav el , taxes , overhead and profit. City has the discretion , but not the obligation, to authorize Additional Services up to an amount not to exceed $13,500.00. 4.2 All services provided to City shall be in accordance with the Hourly Rates and Reimbursable Expenses Schedule included in Exhibit C. If paid on an hourly basis , Contractor will be reimbursed for actual costs only of normal business expenses and overhead , with no markup or surcharge. Contractor will not be entitled to reimbursement for copying, printing, faxes , telephone charges , employee overtime, or travel to City officers or the Project site. 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 permitted without prior written approval of City. 4.3 Invoices and Payments . Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. City will pay Contractor within 30 days after receiving a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for the Services rendered and include the percentage of Cit y Proj ec t: Vallco Shopping Dis tri c t Special Area Sp ecifi c Pl an Page 2 of 11 Profess ional/Co nsu lting Agreement: Re v. Nov 16, 201 7 completion for each task. City will notify Contractor in writing of any concerns or disagreements with the invoices or the stated completion of tasks. Contractor will be paid the undisputed amounts of the invoice, pending resolution of the disputed portion which shall be subject to the Dispute Resolution provisions of this Agreement. 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 further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, 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 wa1Tants 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 wa1Tants on behalf of itself and its subcontractors that they are properly licensed, registered, and /or certified to perform 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 w1itten approval from City is required for any subcontractor, and the tenns and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, mate1ials and equipment required to perform 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. City Project: Vallco Shopping Distri ct Special Area Specific Pl an Profess ional/Co ns ulting Agreement: Rev. Nov 16, 20 17 Page 3 of 11 6. PROPRIETARY/CONFIDENTIAL INFORMATION In perfonning this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City info1mation provided by City to Contractor and use it only to perfonn this Agreement. Contractor shall exercise the same standard of care to protect City info1mation 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 information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior w1itten approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U .S. Code, all Work Product aiising out of this Agreement is considered "works for hire " and all copyrights to the Work Product will be the prope1iy 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 fe es required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property 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 01iginal Services; and/or (d) Other City projects. City Proj e ct: Vallco Shopping Dis tric t Special Are a Spec ific Plan Profess iona l/Cons ult ing Agree ment: Rev. Nov 16, 20 17 Page 4 of 11 7.5 Deliverables and Format. Contractor must pro vide electronic and hard copies of the Work Product, on recycled paper and copied on both sides , except for one single-sided original. 8. RECORDS 8.1 Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles . The records must include detailed infonnation of Contractor's perfonnance, benchmarks, and deliverables , which must be available to City for review and audit. The records and suppo1iing documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 8.2 City will have free and full access to Contractor's books and records for review and audit , to make transcripts or copies, and to conduct a preliminary examination of all the work, data , documents , proceedings , and activities related to this Agreement. If a supplemental examination or audit of Contractor 's records discloses non-compliance with appropriate interna l financial controls , a contract brea ch , or a failure to act in good faith , City will be entitled to recover from Contractor the costs of the supplemental examination. This Section survives the expiration/termination of this Agreement. 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 shall be considered an Assignment of this Agreement subject to City approval, which City may not unreasonably withhold. 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 tenn of this Agreement and for one year thereafter, will reference the City 's contributions in making the 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 articles . No signs may be posted , exhibited or displayed on or about City property, ex cept signage required by law or this Contract, without prior written approval from the City. C ity Projec t: Vallco Shopping Dis tri c t Spe cial Are a Specific Plan Page 5 of 11 Profess ion al/Co nsulting Agreemen t: Rev. Nov 16, 20/7 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 harmless City, its City Council, boards and commissions, officers, officials, employees, agents , servants, volunteers and consultants ("Indernnitees"), 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 warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; ( c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; ( d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark , or service mark or other proprietary or intellectual property 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 under the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indernnitee. 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 Project: Vallco Shopping Di s trict Spe cial Area Spe cifi c Plan Page 6 of 11 Profess ional/Co nsulting Agreement: Rev. Nov 16, 2017 City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or te1minating the Agreement. 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 wi ll promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services , as required by the Immigration Reform 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 discrimination directed toward a job app lic ant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors is strictly prohibited. 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 warrants 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 Californ ia Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest fonn if Contractor makes certain 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 City officials and employees . 13.5 Remedies. A vio lation of this Section shall constitute a material breach of contract, which may result in City suspending payments, requiring reimbursements or te1minating this Agreement. City reserves all other 1ights and remedies avai lable under law and this Agreement, including the right to seek indemnification under this Agreement. Contractor agrees to ind emnify, defend , and C it y Project: Vallco Shopping Di s trict Special Area Specific Plan Professional/Co nsulting Agree ment: Re v. Nov 16. 20 17 Page 7 of 11 hold City harmless from and against any loss , liability, and expenses arising from noncompliance with this Section . 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 reserves the right to substitute another Project manager at any time , and without prior notice to Contractor. Contractor Project Manager. Subject to City approval , Contractor assigns Kristy Weis, Senior Project Manager, as its single Representative for all purposes under this Agreement, with autho1ity to oversee the progress and performance 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 Performance. 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 parts therefor at any time. Contractor will be compensated for satisfactory Services perfonned 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 performance of the Services . 16. TERMINATION City may terminate 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 Court 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 court. If a disput e arises , Contractor must continue to provid e the Services pending re s olution of the dispute . If the Paiiies elect arbitration , the arbitrator's award City Proj ec t: Vallco Shopping Di s trict Spe cial Are a Sp ec ific Plan Profess ional/Cons ultin g Agree men t: Rev. Nov 16, 2017 Page 8 of 11 must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party shall be entitled to reasonable attorney fees and costs . This attorney fee provision does not apply to legal actions initiated by Contractor or Subcontractor. This Section survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision . City's waiver of a breach of any contract tenn, covenant, or condition shall not constitute waiver of another tenn, covenant, condition 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 Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party'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 contractual provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. The Parties will collaborate to implement this Section , as appropriate, and will ente1iain amendments to the Agreement to cure mistaken insertions or omissions of tenns. C ity Proj ec t: Vallco Shopping Di s tri ct Sp ecial Area Sp ec ific Pl an Profess ional/Consult ing Agreement: Re v. Nov 16, 20 17 Page 9 of 11 23. HEADINGS The headings 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. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the comi to be void , invalid , illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other tenns and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records , Governing Law and Attorney Fees , shall survive this Agreement and remain in full force and effect. 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 deli v ery or the date confirmed 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 Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Piu Ghosh Email : PiuG@ cupertino.org 27. VALIDITY OF CONTRACT To Contractor: David J . Powers & Associates, Inc., 1871 The Alameda, Suite 200 San Jose, CA 95126 Attention : Kristy Weis Email : kweis @ dav idjpowers.com This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provi s ions of Cupertino Municipal Code Chapters 3 .22 and 3.23 , as amended from time to time, (b) i s ?igned by the City Manager or an authori zed desi gn ee, and (c) is appro v ed for form b y th e City Attorney's Office. C it y Proj ect: Vallc o Shopping Di s trict Sp ecial Area Sp ec ific Plan Page 10 of 11 Profess ional/Co nsu ltin g Agreement: Rev. Nov 16. 20 17 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. TI1is Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR David J. Powers & Associates, Inc. By dt,. ~ f' 'S'-H rtJ - Name Jud~ W · S Ht~ 18LJ Title :?re!, 'W-}- Date \\s\\~ Tax ID. No .: :13::-q ~ \ C\ &; l l PROVED AS T~9RM: ~/J r: ~d"/)-_/ OLPH STEVENSON HOM Cupertino City Attorney fr ACESCHM (DT City Clerk City Project: Vallco Shopping District Special Area Specific Plan Page 11 ofll ProfessionaVConsulting Agreement: Rev. Nov 16. 2017 ~(r D GN PROFESSIONAL SERVICES AGREEMENT WITH DAVID J. POWERS & ASSOCIATES, INC. FOR ENVIRONMENTAL REVIEW FOR THE V ALLCO SHOPPING DISTRICT SPECIAL AREA SPECIFIC PLAN ADDENDUM TO ORIGINAL/MASTER CONTRACT City and Contractor agree to the changes in the following provisions of the original contract, as follows: 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and any subcontractor that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the customary standards and practices acceptable for the services in Contractor's industry. 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 information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City. Contractor shall deliver the Work Product to City following receipt of payment for services performed, and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 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 property 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. Contractor shall deliver the Work Product to City following receipt of payment for services performed. 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) To complete Contractor's Services with other contractors or City forces ; (b) To make additions to the Services; and/or (c) For other City projects. Contractor shall have no responsibility or liability for any revisions, changes, or corrections made by City, nor for any subsequent use or reuse of the modified Work Product pursuant to this paragraph, unless modified by Contractor. Consistent with Section 21 of the main Agreement, this Addendum modifying the main Agreement is effective only ifin writing and executed by each Party's authorized representatives. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CONTRACTOR David J. Powers & Associates, Inc. By~~k/, ~?g Name .:fv d '}1 {,J, J', 'h ~ J1 ~ Title freJ, 'd evl- Date IQ /;;i_ :2 / l=f Exhibit A: Scope of Services Aarti Shrivastava, Assistant City Manager City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 Sent via email: AartiS@cupertino .org; PiuG@cupert ino.org December 14, 2017 Re: Vallee Specific Plan Environmental Review -Preliminary Proposal Dear Ms. Shrivastava: David J. Powers & Associates, Inc . (DJP&A) is excited for the opportunity to assist the City of Cupertino with the environmental review for a Specific Plan for the approximately 58-acre Vallco Shopping District Special Area (Vallco). DJP&A has proudly provided environmental consulting services in the Bay Area for 45 years. We have a strong and experienced project team that has knowledge of the site and its history. It is our understanding the City is initiating a Specific Plan process that will likely result in several Specific Plan scenarios. We propose to prepare an Environmental Impact Report (EIR) in accordance with the California Environmental Quality Act (CEQA) and City of Cupertino standards that will evaluate the Specific Plan scenarios and provide tiering and other CEQA streamlining opportunities for future development proposals. As exemplified in our attached proposal, DJP&A has the expertise, experience, and familiarity with the Vallco Specific Plan area to successfully execute and complete quality environmental review. We thank the City for considering our firm for this work. If you have any questions about the attached proposal, please feel free to contact me or our Senior Project Manager, Kristy Weis (direct: 408-454-3428, email: kweis@dav idjpowers.com). Sincerely, Judy Shanley President Direct: (408) 454-3431 Email : jshanley@davidjpowers.com Environment al Consultants and Planners 1871 The Alameda • Suite 200 • San Jose, CA 95126 • Tel : 408-248 -3500 • www .davidjpowe rs.com David J. Powers & Associates, Inc. Table of Contents A. Firm Qualifications ......................................................................................................................... 1 B. Project Understanding ................................................................................................................... 2 C. Project Approach and Team ........................................................................................................... 3 D. Scope of Work ................................................................................................................................ 7 E. Project Management and Quality Control ................................................................................... 18 F. Cost Estimate ................................................................................................................................ 19 G. Estimated Schedule ...................................................................................................................... 20 David J. Powe rs & Associa t es , Inc. A. Fir m Qualifications Our services include preparation of: California Environmental Quality Act (CEQA) • Environmental Impact Reports • Initial Studies/Negative Declarations • Categorical Exemptions • CEQA-Plus National Environmental Policy Act (NEPA) • Env i ronmental Impact Statements • Environmental Assessments • Catego r ica l Exclusions • HUD Environmental Assessments Project Analyses • Opportun it ies and Constraints Analyses • Alternatives Analyses Regulatory Agency Permits/Consultation • U.S. Army Corps of Engineers • Reg ional Wa t er Quality Control Board • California Department of Fish and Wildl ife "Quality Env ir onmental Rev ie w Ma kes a Difference " David J. Powers & Associates, Inc. David J. Powers & Associates, Inc. (DJP&A) has proudly provided professional consulting services to public agencies and private developers in all areas of environmental planning in the Bay Area for 45 years. Our extensive experience with urban development and transportation includes environmental review of: • General Plans, Specific Plans , and municipal ordinances ; • Mixed-use developments and intensification and redevelopment projects; • Parks , trails , and public facilities (including schools, universities, health facilities , and community centers); and • A wide range of infrastructure and transportation projects . Uncompromising quality is the foundation for everything we do . Our professional employees are specialists in the California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA), applicable laws and regulations , and applicable case law . We honor a philosophy of providing our clients with objective and thorough research, accurate identification of project impacts, and a carefully written analysis of those impacts with appropriate mitigation, and we are known for providing these services for complex projects with critical time schedules , requiring strong management, and organizational control. Notable large , complex mixed-use project we successfully completed environmental review for include: • Main Street Cupertino, Cupertino; • North Bayshore Precise Plan, Mountain View ; and • Diridon Station Area Plan , San Jose . DJP&A is a California-certified woman-owned Underutilized and Disadvantaged Business Enterprise (UDBE and DBE), a VTA certified Small Business Enterprise (SBE), and a Santa Clara County certified Green Business . 1 Environmental Consu ltants and Planners David J. Powers & Associates, Inc.· B. Project Understanding The City of Cupertino is initiating the planning process to develop a Specific Plan for the Vallco Shopping District Special Area (Vallco). The project being considered is the adoption and implementation of a Vallco Specific Plan. The approximately 58-acre Vallco Specific Plan area consists of 15 parcels (APNs 316-20-080, -081, - 082, -088, -092, -094, -095, -099, -100, -101, -103, -104, -105, -106, and -107), located at the intersections of North Wolfe Road and Stevens Creek Boulevard and North Wolfe Road and Vallco Parkway in the City of Cupertino. The Specific Plan area is currently developed with a regional shopping center, including a cinema, a gym , bowling alley, restaurants (including one with banquet facilities), and parking areas. The Specific Plan area also includes a new hotel, which is currently under construction on the northeastern corner of the Specific Plan area (Hyatt House, APN 316-20- 092). The Specific Plan area is surrounded by residential, commercial and retail uses, and Interstate 280 (1-280). The Specific Plan area is currently identified as the Vallco Shopping District Special Area in the City's Community Vision 2040 General Plan (General Plan). A large portion of the site is zoned Planned Development-Regional Shopping Center and the rest is zoned Planned Development- General Commercial. It is our understanding the owner of most of the property within the Specific Plan area is considering redeveloping their property and has requested the City develop a Specific Plan, as required by the General Plan. Through the City-initiated Specific Plan planning process, several Specific Plan scenarios will be developed and considered. It is possible General Plan amendments would be required. Dav id J. Powers & Associates, Inc. 2 Environmental Consultants and Planners David J. Powers & Associates, Inc . C. Project Approach and Team Project Approach David J. Powers & Associates, Inc . will serve as the pr i mary environmental consultant responsible for the completion of the EIR for the City . The EIR will have a dedicated Senior Project Manager, Kristy Weis, who will serve as the primary point of contact for the City. Primary Point of Contact: Kristy Weis Senior Project Manager 1871 The Alameda, Su ite 200 San Jose, CA 95126 Direct: (408) 454-3428 kw e is@ dav idjpowe rs.com Our dedicated Project Manager will be responsible for preparing the environmental document and ensuring that all facets of the project's environmental review are completed in a timely and efficient manner. Having a single Project Manager is a fundamental element of our quality assurance and quality control process because it ensures the person writing the document is fully aware of all the environmental issues associated with the project, which is cr itical to the quality of the analysis given the interrelated nature of environmental issues. It also vastly reduces the potential for inconsistencies in analysis, grammar, and style. Given the complexity of the project and the potential time constraints, it is anticipated that other DJP&A staff members will assist Ms . Weis as need . DJP&A and our subconsultants have the availability and staff to complete the necessary work and deliver quality environmental review, as well as provide superior serv ice to the City. Details about the DJP&A project team are provided in the following pages. David J. Powers & Associates, Inc. 3 Environmental Consultants and Planners Project Team David J. Powers & Associates , Inc. ha s assembled a dedicated team of ex perts to complete the appropriate technical analyses and environmental review on the project. We have selected the best technical subconsultants for the job, based on their familiarity with the Specific Plan area and their ability to deliver. An organizational cha rt of our project team is shown below. CUPERT I NO I David J. Powers & Associates, Inc. Project Team Judy Shanley Kristy Weis DJP&A Staff Pr i nci pal-In -Ch arge Se ni or Proj ect Manager Assis tin g Proj ect Ma nage rs, Pr im ary Point of Co ntac t Associa t e/ Ass ist ant Pr oj ect Ma nage rs, and Resea r chers, as neede d Technical Subconsultants Cornerstone Cotton, Shires and Holman & Associates Illingworth & Schaaf & Wheeler Earth Group Associates, Inc. Archaeol og ica l Rodkin, Inc. Recy cl ed Water Haz ard o us Geo logy and Soi ls Res ou rces Air Quali t y, Feas ibi lity Ma t erial s Gr ee nh ouse Ga s, and No ise David J. Powers & Associates, Inc . 4 Enviro n menta l Consultants and Planners DJP&A Key Team Members Judy Shanley will serve as the Principal-In-Charge and Kristy Weis will be the Senior Project Manager for the project. Ms . Shanley and Ms . Weis have worked closely together at DJP&A for 14 years. They have completed numerous enviro~mental documents together for a variety of clients and project types. A brief description of the roles and experience of Ms. Shanley and Ms. Weis is provided below. Judy Shanley Principal-In-Charge Direct : (408) 454-3431 jshanley@davidjpowers.com Kristy Weis Senior Project Manager Primary Point of Contact Direct: (408) 454-3428 kweis@davidjpowers .com Ms . Shanley is the President of DJP&A and will serve as the Principal-In- Charge . Ms . Shanley will oversee the environmental review for this project and assist with key environmental issues during preparation of the EIR. Ms . Shanley will also review and approve the EIR prior to submittal to the City and prior to public circulation. Ms. Shanley will attend key project meetings and hearings . Ms. Shanley has over 28 years of experience in the environmental field and has served as the Principal for many highly complex and controversial mixed- use development proposals. Ms. Shanley is familiar with the Vallco Specific Plan area and is familiar with community concerns through her involvement in the preparation of 9212 reports. Ms . Weis will serve as the Senior Project Manager for this project. As Senior Project Manager, Ms. Weis will be involved in all aspects of the project and will be the primary point of contact for the City . Ms. Weis will be responsible for daily project coordination and administration, as well as overall preparation of the EIR . Ms . Weis will maintain close communication with City Staff and the project team, manage the technical subconsultants, and participate in meetings and hearings on the project . Ms. Weis has 14 years of experience preparing and managing environmental documents for a wide variety of development proposals . Ms . Weis is very familiar with the Vallco Specific Plan area given her involvement with The Hills EIR and the 9212 reports . Additional DJP&A staff, including Project Managers, Associate Project Managers, Assistant Project Managers, and Researchers, will assist Ms. Weis with the research and preparation of the EIR, as needed. David J. Powers & Associates, Inc . 5 Environmental Consultants and Planners DJP&A Technica l Subcon su ltants The following technical subconsultants are on the DJP&A team : • Cornerstone Earth Group (hazardous materials) • Cotton, Shires and Associates , Inc. (geology and soils) • Fehr & Peers Transportation Consultants (transportation) • Holman & Associates (a r chaeology) • Illingworth & Rodkin , Inc. (air qual ity, greenhouse gas, and noise) • Schaaf & Wheeler (recycled water feasibility) These firms were specifically selected for the technical work for the EIR due to their expertise, experience, and famil iarity with the City of Cupertino and the Vallco Specific Plan area . The DJP&A Advantage The DJP&A project team has institutional knowledge of the Vallco Specific Plan area given our previous work on The Hills EIR and the 9212 reports . We have forged good working relationships with City Planning and Public Works Staff and have established relationsh i ps with the staff at local responsible agencies, including California Water Service (CalWater) and the Cupert ino Sanitary Sewer District. DJP&A has a history of successfully executing and delivering work products for complex projects within a fast-paced timel i ne , including the recent 9212 reports in 2016. We are familiar with community concerns and issues given our wo r k on the Main Street Cupertino project, The Hills EIR, and the 9212 reports . We are cognizant of the community's concerns regarding aesthetics, biological resources (specifically trees), land use compatibility, public services (including police and fire protection and schools), traffic, and utility capacity with the redevelopment of the Vallco Specific Plan area . David J . Powers & Assoc iates, Inc. 6 Env i ronmenta l Consu ltants and Plann ers David J. Powers & Associates , Inc . 45 D. Scope of Work DJP&A proposes to prepare an EIR, in accordance with CEQA and City of Cupertino standards. The EIR will provide program-level analysis of up to five proposed Specific Plan scenarios and project- level transportation-related analyses (i.e., project-level traffic, traffic-related operational air quality and greenhouse gas impacts, and traffic-related noise impacts). Each of the Specific Plan scenarios would be analyzed at an equivalent level of detail throughout the EIR . The analysis in the EIR will provide for tiering and streamlining opportunities for future development projects. The following scope of work was prepared based upon our meeting with City Staff, consultation with City Staff and appropriate technical experts , past knowledge of the Specific Plan area, and DJP&A's experience with projects of similar magnitude . Task 1: Background Research DJP&A and technical subconsultants will research and review pertinent background information provided by the City about the project and Specific Plan area at the onset of the process . Information to be reviewed could include previous technical work completed for the site and recordings of the City's 2017 Speaker Series . This work will also include coord i nation with our subconsultants to begin their technical analyses for the EIR (e.g., measuring existing noise conditions), as appropriate. Task 2: Administrative Draft EIR A critical step in the environmental review process is to ensure, as early as possible, that all team members understand the project and are in agreement about the scope of the work. To accomplish this goal, DJP&A proposes the following subtasks described below. EIR Ki ck-off Meeting At the initiation of the EIR process , DJP&A will attend an EIR kick-off meeting with City Staff and the project team (as appropriate) to discuss the project and key environmental issues, and to confirm the approach for the technical studies. The list of required project data/information required to prepare the EIR (see the Section G. Estimated Schedule) will also be reviewed at the kick-off meeting. David J. Powers & Associates, Inc. 7 Environmental Consultants and Planners Scope Refinement and Data Collection DJP&A will refine the EIR scope (if needed), based on the work completed as part of Task 1 and in response to the City's feedback during the kick-off meeting. As pa rt of this subtask, DJP&A will ensure that all information required to complete the technical reports and EIR has been obtained and/or requested. This scope assumes the City will provide for the consultants ' right to enter the property in order for consultant and subconsultants to fulfill this scope of services. Project Description DJP&A will draft detailed descriptions of up to four Specific Plan scenarios, based upon information provided by the City . One scenario w ill be the preferred/proposed Specific Plan scenario. The EIR project description will comply with recent published case law, Washoe Meadows Community v. Department of Parks and Recreation, which held that when presenting a range of potential project scenarios or alternatives , a draft EIR must clearly identify the preferred alternat ive or scenario that represents the project that is the subject of the analysis. The descriptions will include the physical characteristics (land use locations, maximum office and retail square footage, residential units, ma x imum building height, setbacks, grading and drainage , landscaping and hardscape , circulation, etc.) of each of the proposed scenarios. The draft project description will be submitted to the City for review and comment. Based on comments received , DJP&A will finalize the project description . As described subsequently in Task 4, upon completion of the Draft Specific Plan , the proposed project description may be refined to address the mix and intensity of uses as d i rected by the City Council. Notice of Preparation and EIR Scoping Meeting After finalizing the project description, DJP&A will prepare the EIR Notice of Preparation (NOP), which will formally notify the public that an EIR will be prepared for the project. DJP&A will prepare the NOP, in accordance with the CEQA and City of Cupertino guidelines. The NOP will include a brief project description , project location map, and an overview of the anticipated environmental impacts. DJP&A will submit a draft NOP to the City for review and comment. Based on comments received, DJP&A will finalize the NOP and provide it to the City for public circulation . DJP&A will submit the NOP to the State Clearinghouse for d istribution. The text of the EIR will incorporate significant and relevant issues raised in the responses to the NOP received dur ing its 30-day circulat ion period . It is anticipated that the City will hold a public scoping meeting for this project . DJP&A will attend and assist with preparing materials and/or presenting an overview of the EIR process and issues to be analyzed in the EIR at this meeting. David J. Po we rs & Ass ociates , In c. 8 En viro n menta l Consu ltants an d Planners Adm i n istrative Draft EIR DJP&A will then prepare an Administrative Draft EIR (ADEIR). The ADEIR will include an introduction, summary, description of the project (up to five Specific Plan scenarios, including a "No Project" scenario), environmental setting, in-depth discussion of possible environmental i mpacts, and identification of mitigation measures to reduce impacts . Cumulative impacts, alternatives to the project, and other sections required by the CEQA Guidelines will also be included . The main sections of the EIR are described below. Introduction The introduction to the EIR will provide a general overview of the CEQA process and describe the public participation process and opportunities for input. It w ill also contain an outline of the contents of the EIR . EIR Summary A summary of the EIR will be prepared , including a brief description of the proposed project. The summary will be prepared in tabular form and will identify the impacts of the project and proposed mitigation measures. The summary will also describe the project alternatives discussed in the EIR , and address any known areas of public controversy . Project Description The project description (described previously) will be included in the EIR . The project description section will also include a list of the project objectives to be provided by the City, necessary discretionary actions, and decision-mak i ng agencies . Maps and graphics will be provided to illustrate the text . Existing Setting, Impacts, and Mitigation Measures The EIR will provide : 1) a detailed description of the existing project setting, based on conditions that exist at the time the NOP is released ; 2) impacts that may result from implementation of the proposed project; and 3) feasible mitigation measures to avoid or reduce the impacts to a less than significant level. The EIR discussion will reflect information from technical analyses prepared by DJP&A's subconsultants, as well as information provided by the City Staff and responsible agencies . David J. Powers & Associates, Inc . 9 Env ironmental Consultants and Planners In each technical section of the EIR, a discussion of the project's consistency with applicable plans will be discussed . Particular attention will be given to inconsistencies, if any are identified, and the likelihood that such inconsistencies might result in significant adverse environmental effects. DJP&A and their subconsultants shall not be responsible for the validity or accuracy of the data collected by others or interpretation made by others. DJP&A and their subconsultants are not obligated to correct errors and omissions of the City. The anticipated environmental resources to be discussed in the EIR are described below. The impacts discussed will focus on impacts from the project on the existing environment. The Draft EIR, as described previously, will evaluate up to four Specific Plan scenarios, with one identified as the proposed Specific Plan scenario. Each scenario will be analyzed with equal consideration and detail in the EIR, however the Draft EIR will identify the preferred scenario as the project description in compliance with recent case law in Washoe Meadow Community. Program-level mitigation measures (including existing regulations , policies, and guidelines, and proposed policies and guidelines from the draft Specific Plans), and project-level mitigation measures where applicable, will be identified for significant impacts. • Aesthetics -The EIR will describe the existing visual character of the Specific Plan area and the projected changes resulting from implementation of the project. Visual issues resulting from the implementation of the project could include adverse environmental effects - resulting from future building mass and height, lighting, and possible glare to adjacent land uses . The EIR will also evaluate the project's visual compatibility with adjacent properties. • Agricultural and Forestry Resources -The Specific Plan area is located in an urban and developed area. The EIR will describe the project's impact (if any) on existing farmland, forest land, and timberland . • Air Quality-The EIR will describe the regional air quality conditions of the San Francisco Bay Area and evaluate air quality impacts from implementation of the proposed project (in conformance with criteria identified by the Bay Area Air Quality Management District) based on an air quality analysis to be prepared by Illingworth & Rodkin, Inc. The primary air quality issues with the project are operational criteria air pollutant emissions and community health risks from sources of toxic air contaminants near the site (including stationary sources and nearby roadways). Impacts from temporary construction emissions on the existing nearby sensitive receptors will be discussed in a qualitative manner. The project's consistency with the 2017 Bay Area Clean Air Plan will also be discussed . • Biological Resources -The project site is developed and contains ornamental trees and associated landscaping. The EIR will describe the type, size, health and condition of on-site trees, based upon an arborist report and peer review to be provided to DJP&A by the City . The EIR will also describe the potential for future development to result in impacts to sensitive wildlife species, including migratory birds. David J. Powers & Associates, Inc . 10 Environmental Consultants and Planners • Cultural Resources -The EIR will describe the project's potential to impact historic resources, buried cultural resources, and tribal cultural resources. The site is designated a City of Cupertino Community Landmark (Cultural Resource Site 68) in the City's General Plan and the Vallco freeway-oriented sign is designated as a Landmark Sign in the City's Municipal Code (Chapter 19.104); these designations do not, however, qualify as historic resources under CEQA. The buildings on the Specific Plan area were constructed in the mid- 1970s and are not considered historic resources . There is, however, a potential for unknown buried cultural resources to be encountered during future ground disturbance. Holman & Associates, under contract to DJP&A, will prepare an updated literature search and records review at the Northwest Information Center of the California Historical Resources Information System to identify all cultural resources and relevant studies near the Specific Plan area. Holman & Associates will also complete a sacred lands search to determine if there are documented tribal cultural resources on-site. DJP&A will draft SB 18 and AB 52 tribal consultation letters for City use, if needed. • Geology and Soils -The EIR will describe the existing soils and geological hazards on and near the Specific Plan area and the potential for future development to result in geologic hazards, based upon a geotechnical feasibility report prepared by Cotton, Shires & Associates, under contract to DJP&A. • Greenhouse Gas Emissions -The EIR will discuss the project's consistency and conformance with applicable plans, policies, and/or regulations adopted for the purpose of reducing greenhouse gas emissions including Senate Bill 375, Association of Bay Area Governments and Metropolitan Transportation Commission 2013-2040 Regional Transportation Plan/Sustainable Communities Strategy, and the City's Climate Action Plan. The project's operational (e.g., traffic-related) greenhouse gas emissions will be quantified by Illingworth & Rodkin, Inc., under contract to DJP&A. • Hazards and Hazardous Materials -The EIR will evaluate the potential for hazardous materials contamination on and near the Specific Plan area, which could be affected by future construction and development activities, based upon a Phase I Environmental Site Assessment to be completed by Cornerstone Earth Group, under contract to DJP&A. • Hydrology and Water Quality-The EIR will describe the existing hydrologic and drainage conditions in the Specific Plan area. The Specific Plan area is not within a 100-year flood hazard zone . Potential changes to site drainage and hydrologic conditions resulting from implementation of the proposed project and water quality impacts during and post- construction will also be discussed. • Land Use -The Specific Plan area is developed with a regional shopping center including a cinema, gym, bowling alley, restaurants, banquet facility, and parking areas . A new hotel is under construction at the northeast corner of the Specific Plan area (Hyatt House). The EIR will describe the existing land uses within the Specific Plan area and surrounding area, and will describe the current General Plan and zoning designations. The Specific Plan area is Da vi d J. Powers & Associates, In c. 11 Environmenta l Consultants an d Planners currently identified as the Vallco Shopping District Special Area in the City's General Plan. A large portion of the site is zoned Planned Development-Regional Shopping Center and the rest is zoned Planned Development-General Commercial. The EIR will evaluate the proposed project and the environmental effects of implementing the project on surrounding land uses, specifically the height, mass, scale, and setback of future development in relation to the surrounding development. • Mineral Resources -The EIR will describe the existing mineral resources within the City. Although not expected, the EIR will determine whether the implementation of the proposed project would result in the loss of availability of a known mineral resource or locally- important mineral resource recovery site . • Noise and Vibration -The predominant noise sources in the Specific Plan vicinity include traffic on 1-280, Stevens Creek Boulevard, and Wolfe Road. The EIR will describe the existing noise and vibration conditions in the Specific Plan area and address noise and vibration impacts from implementation of the project (including noise from project-generated traffic) based on a noise and vibration assessment to be completed by Illingworth & Rodkin, Inc., under contract to DJP&A. • Population and Housing-The EIR will describe the existing population and housing conditions within the City. The EIR will discuss whether implementation of the proposed project would induce substantial population growth in the area, displace substantial numbers of existing housing units, or displace a substantial number of residents. • Public Services -The EIR will describe the available public services (e.g., fire and police protection, schools, parks, and other facilities) in the Specific Plan area and the potential for implementation of the project to require the expansion or construction of those facilities . The discussion of school impacts will be based on a school capacity study to be provided to DJP&A by the City. • Transportation -The EIR will describe the traffic and circulation impacts resulting from the proposed project based on a Transportation Impact Analysis (TIA) to be prepared by Fehr & Peers Transportation Consultants. • Urban Decay-The EIR will discuss whether adverse physical impacts are likely to result from economic impacts of the proposed project on existing and future competitive commercial facilities, pursuant to CEQA Guidelines Section 15131(a). This section will be based on available information and information provided by the City . • Utilities and Service Systems -The EIR will describe the existing sanitary sewer, storm drain , water, and solid waste services for the Specific Plan area. The EIR will address impacts to these services, specifically as they relate to infrastructure requirements, facilities, and capacity based on information provided to us by the City, Cupertino Sanitary Sewer District, and CalWater. DJP&A will draft a Water Supply Assessment (WSA) request for the City's David J. Powers & Associates, Inc. 12 Environmental Consu ltants and Planners use . It is our understanding that preparation of the WSA will be directed and contracted by CalWater. In the event recycled wate r service is identified as part of the project, a recycled water feasibility study will be completed by Schaaf & Wheeler under contract to DJP&A . The study will evaluate the feasibility and sizing of a recycled water main extension to the Spec ific Plan area. The potential recycled water demand for the project and the hyd r aulics (e .g., sizing and pressure) of a new main extension necessary to provide adequate capacity and pressure to the Specific Plan area will be calculated as part of this analysis. • Cumulative -The EIR will include a discussion of cumulative impacts from the project in combination with other past, pending, and reasonably foreseeable future development in the area, in conformance with CEQA Guidelines Section 15130. The EIR will analyze and describe the significant cumulative impacts to which the project would contribute, based on a list of pending projects to be provided to DJP&A by the City of Cupertino and neighboring jurisdictions . • Alternatives to the Project -The EIR will describe alternatives to the project that would avoid or reduce significant impacts, while still achieving the primary objectives of the project to be defined by the City. Alternatives will be identified in consultation with City Staff, and may include reduced development alternat ives and alternat ive land uses , in addition to the "No Project" alternative required by CEQA . This proposal assumes the City - selected traffic consultant will provide technical assistance with trip generation analysis for alternatives (if required). • Other Required Sections-The EIR will also include other sect ions required by the CEQA Gu idelines, including a Table of Contents or Index, Growth Inducing Impacts, Significant Unavoidable Impacts, References and Organizations and Persons Consulted, EIR Preparers and Lead Agency, and appendices (which wil l include copies of technical reports). Upon completion of the ADEIR , DJP&A will submit up to five copies to City Staff for review and comment. An electronic copy of the ADEIR text will be emailed to the City to facil itate and convey City comments/edits. Task 3: Draft EIR and Notice of Comp letion Dra ft EIR DJP&A will revise the ADEIR, based upon the comments and revisions received from City Staff and prepare a 2nd ADEIR and then a "Screencheck." The 2nd ADEIR and the Screencheck Dr aft EIR will be submitted in electronic format to the City Staff for review and final approval. This final document will constitute the Draft EIR, and DJP&A will provide copies of the Draft EIR to the City for public distribution. Dav id J. Po we rs & A ss ocia t es , In c. 13 En viro nmental Consu ltants and Planners This proposal includes provid i ng the City with up to 30 hard copies and five CDs of the Draft EIR for public distribution , a PDF of the document for posting on the City 's website, as well as 15 hardcopies of the executive summary and 15 CDs of the entire document for submittal to the State Clearinghouse. Notice of Co mp le t io n DJP&A will prepare the Notice of Complet ion (NOC), in accordance with the CEQA and City of Cupertino guidelines. The NOC will include a brief description of the project, the project location , and will state where copies of the Draft EIR are available for review . The public review period will also be noted . DJP&A will submit an electronic draft of the NOC to the City for review and comment. DJP&A will revise and finalize the NOC based on City comments . DJP&A will transmit the NOC and required copies of the EIR to the State Clear i nghouse on behalf of the City . Task 4: Final EIR, Mitigation Monitoring and Reporting Program, and Other Related Items Final EIR /Res p ons es to Co m m ents Upon conclusion of the Draft EIR 45-day circulation period , DJP&A will prepare the Final EIR . In conformance with CEQA Guidelines Section 15132, the Final EIR will consist of the following items : • Revisions to the Draft EIR text, as necessary ; • List of individuals and agencies commenting on the DEIR; • Responses to comments received on the DEIR , as directed by the City Staff, • Copies of letters or records of verbal comments received on the DEIR ; and • Summary records of public hearings , if requested . As part of the Final EIR, the proposed Specific Plan project may be refined to reflect the mix and intensity of uses as directed by the City Council and this fifth alternative will be described. This scope assumes the environmental effects of the refined , fifth , alternative will be within the envelope of impacts disclosed for the four Specific Plan alternatives in the Draft EIR. The Final El R's presentation of the refined project scenario will comply with recent case law in Washoe Meadow Community. Technical analysis required to describe and analyze this fifth alternative is included in the scope of work, assuming the fifth alternative is comprised of the same uses and with i n the envelope of development analy zed in the other four alternatives.1 All responses to written comments will be answered in accordance with the CEQA Guidelines Section 15088. This proposal includes 200 hours of DJP&A staff time to respond to comments on the Draft EIR and prepare the Final EIR. Th is scope assumes that no comments are received that require additional technical analysis . If additional time or technical analysis is required to respond 1 Fehr & Peer s w ill pre pa r e t r ip ge neration es tim at es for a potential fifth land us e alt e rn ative th at may ari se during pre paration of th e fin al Specific Plan . AM an d PM p eak hour intersection level of serv ice calcul at io ns w ill be conducted fo r in t er se ct ions ident ified in th e Dr aft EIR with sign ifican t project im pa ct s to determ in e whether th e number of imp act ed lo ca tions or se ve rity of t he impac ts would change . David J. Powers & Associates, Inc . 14 Environmenta l Consultants and Planners to the comments, it can be provided as an extra work task , on a time and materials basis, in accordance with the charge rates outlined at the end of this scope. Up to five hard copies and an electronic version of the administrative version of the Final EIR will be submitted to the City for review . The Final EIR will be revised per the comments received, and a "Screencheck" Final EIR will be prepared and submitted electronically to the City for rev iew. Once the City approves the "Screencheck" Final EIR, DJP&A will reproduce up to 30 hard copies of the Final EIR for delivery to the City for distribution. A copy of the Final EIR will also be provided to the City in PDF format for posting on the City's website . Response to Comments Memos If comments on the Draft EIR are received after the close of the public review period and are not incorporated into the Final EIR document, DJP&A will assist the City in preparing response to comment memos. Preparation of up to four response to comments memos are included in this proposal. This proposal assumes the comments received are straightforward and require a maximum one to two page response . It is estimated that additional one to two page response memos can be provided for a per memo cost of approximately $2,000. Mitigation Monitoring and Report ing Program As required by CEQA, DJP&A will prepare a draft Mitigation Monitoring and Reporting Program (MMRP) for the project . The MMRP will identify the mitigation measures required for all significant impacts, responsible implementation entity, monitoring schedule , and enforcement or monitoring agency. DJP&A will submit an electronic copy of the draft MMRP to the City prior to the Environmental Review Committee Meeting. Based on comments received from the City, DJP&A will revise and finalize the MMRP . Findings Although we are not attorneys and do not prepare legal findings, DJP&A will assist City Staff and the City Attorney in compiling information from the EIR for findings required under CEQA Guidelines Section 15091, if requested to do so. Notice of Determination DJP&A will prepare a Notice of Determination (NOD), in accordance with CEQA and City of Cupertino guidelines. The NOD will include the project name, State Clearinghouse identification number, project location, brief project description, lead agency and date of project approval, determination of the project's environmental effects, statement that the EIR was prepared and certified in accordance with CEQA, mitigation measures and conditions of approval, statement that the MMRP was adopted, a statement whether overriding considerations were adopted, and the address of where the Final EIR and record of project approval may be examined. DJP&A will submit an electronic copy of the draft NOD for the City's review . Based on comments received from the City, DJP&A will revise and finalize the NOD. DJP&A will file the final NOD along Da v id J. Powers & Ass ocia t es , Inc . 15 Env i ronmenta l Consu ltants and Pl ann er s with the California Department of Fish and Wildlife and County filing fees at the State Clearinghouse and County Clerk. In tegrated EIR After completion of the Final EIR , a "clean" version of the entire EIR will be prepared and provided to the City. This version will incorporate all corrections and changes made as a result of comments received in a Final Integrated version of the EIR. One hard copy and one electronic version will be provided to the City . Task 5: Team Meetings and Public Hearings Project Team Meetings It is assumed that DJP&A will participate in weekly project team meetings for the duration of the work (estimated to be 12 months). This task also includes meeting preparation time and travel time . This proposal also includes the participation of DJP&A subconsultants Cornerstone Earth Group, Cotton, Shires and Associates, Inc ., Illingworth & Rodkin, Inc ., and Schaaf & Wheeler at up to three project team meetings. This scope of work includes Fehr & Peers staff attendance at a kick- off meeting, 20 conference calls , and six in-person project meetings . Pub li c Meetings and Hearings This proposal includes DJP&A attendance at up to eight public meetings or hearings . This task assumes up to eight hours per public meeting and includes meeting preparation time and travel time. The DJP&A Senior Project Manager and/or Principal will be available to describe the environmental review process, summarize the environmental issues, and respond to questions about the environmental document at hearings. If requested, additional hearings/meetings will be attended on a time and materials basis in accordance with the attached charge rates. A per public hearing attendance by the DJP&A Senior Project Manager would be approximately $1,950 and attendance by the DJP&A Principal would be approximately $2,500. This proposal includes attendance by DJP&A subconsultants Cornerstone Earth Group, Cotton, Shires and Associates, Inc., and Illingworth & Rodkin, Inc., at up to four public meetings/hearings. Fehr & Peers staff will attend up to eight public hearings . Task 6: General Project Management, Coordination, and Communication This scope includes DJP&A time for general project management and regular coordination and communication between our subconsultants and City Staff for project management, administration, ongoing project updates, etc. David J. Powers & Associates, In c. 16 Environmenta l Consu ltants and Plann ers Summary of Deliverables by Task A summary list of the primary deliverables/work products by task is provided below . T ask Task 1: Background Research Task 2: Administrative Draft EIR Task 3 : Draft EIR and NOC Task 4 : Final EIR, Mitigation Mon itoring and Reporting Program , and Other Related Items Task 5 : Team Meetings and Public Hearings David J. Powers & Associates, Inc . Deliverables/Work Products Not applicable • List of required project information • Refined EIR scope (if needed) • Electronic Word copies of the EIR project description draft and final • Electronic Word copies of the NOP draft and final • Presentation and handouts for the EIR scoping meeting • Five hard copies and one electronic Word copy of the ADEIR • An electronic Word copy of the Screen check • 30 hard copies and a CD of the Draft EIR for public distribution • 15 hard cop i es of the executive summary and 15 CDs of the EIR for submittal to the State Clearinghouse • Electronic Word copies of the NOC draft and final • Five hard copies and one electronic Word copy of the Admin istrative Draft Final EIR • An electronic Word copy of the Screencheck • 30 hard copies and a CD of the Final EIR for public distribution • Electronic Word copies of Response to Comment memos • Electronic Word copies of the MMRP draft and final • Electronic Word copy of EIR information for findings • Electronic Word copies of the NOD draft and final • One hard copy and a CD of the Integrated EIR • Electronic copy of project status and schedule , as needed • Presentation materials fo r hearings 17 Environmental Consultants and Plann ers E. Project Management and Quality Control 45 David J. Powers & Associates, Inc. Project Management DJP&A employs a multi-faceted approach to ensure that our projects are performed in a timely and cost efficient manner. Our project management techniques include: • Setting appropriate expectations and deadlines through scoping with the client; • Attending kick-off meetings and mapping out the project schedule with the City and project team; • Maintaining regular communications and updates; and • Bringing potential problems and possible solutions to the project team's attention as soon as possible . These techniques reinforce our commitment to our clients and our work, and have produced timely, accurate environmental review. Qua lity Control At DJP&A, we believe that "Quality Environmental Review Makes a Difference ." The quality of environmental review documents we prepare is paramount to the success of DJP&A and we take it very seriously. Our quality assurance/quality control (QA/QC) process has effectively resulted in our completion of quality environmental documents for 45 years. DJP&A's QA/QC process includes the following main components: 1. Define and confirm the project work plan and schedule • Review the project scope and schedule • Send a list of issues/questions to the City and acknowledge receipt of project materials 2. Draft the project description • Complete the draft project description based upon City-provided information and completes internal QA process • Submit the draft project description to the City and requests any additional information 3. Meet on a regular basis to internally discuss project status, progress, and any outstanding issues 4. QC/QA of environmental documents • Complete internal QA of the entire document, including technical reports • Submit the document to the City for review • Revise the document based on comments and submit subsequent draft(s), if needed • Upon receiving approval from the City, finalize the document and reproduce copies as needed David J. Powers & Ass ociates, Inc . 18 Environmental Consultants and Planners Exhibit B: Schedule of Performance David J. Powers & Associates, Inc. G. Est imated Schedule DJP&A proposes the following optimum schedule for preparation of the EIR for the Vallco Specific Plan project. DJP&A can commit to maintaining the schedule in the areas which are within our control. Completion of the EIR, as described in this schedule on the following page, is based upon receipt of all necessary project information on schedule. A preliminary list of project information required is provided below . Delays in receiving requested information or responses by others will result in at least day -for-day delays in the overall schedule. if ask Timeframe Receipt of signed contract to proceed December 2017 Task 1: Background Research December 2017 Task 2: Administrative Draft EIR, assuming finalization of December 2017-June 2018 the project description and completion of the TIA in February 2018 . Task 3: Draft EIR and NOC July 2018 -August 2018 Task 4 : Final EIR , MMRP, and other Related Items August 2018 -September 2018 Public Hearings (ERC, Planning Commission, City Council) September/October 2018 The schedule assumes that the project description will not substantially change once we receive a notice to proceed and begin preparing the EIR, and that no comments are received during the circulation of the EIR that require additional technical studies. Our proposal is based on the assumption that DJP&A will receive the project details listed below at the onset in order to maintain the optimum schedule outlined below. Delays in receiving any of the information listed below will result in at least day for day delays to the overall project schedule . Specific Plan Details Technical Studies o Proposed land use plan(s) showing o Arborist report and peer review limits of residential and other sensitive o School capacity study uses o Proposed maximum building height plan(s) o City project objectives o Infrastructure improvements Da vi d J. Po we rs & Associates, Inc. 20 Environmenta l Cons ul tants and Planners --- Exhibit C: Compensation David J. Powers & Associates, Inc. F. Cost Estimate Based on our understanding of the project and technical reports that will be made available to DJP&A, the cost for preparation of the EIR is estimated not to exceed $845,700, based upon the breakdown below. All costs will be charged on a time and materials basis, commensurate with work completed, in accordance with the attached charge rates. If DJP&A does not need all the time that has been budgeted, we will only bill for the time actually spent completing the work. This scope is valid for 90 days and assumes that no issues that arise will require any additional technical analysis or documentation. In the event that additional technical analysis is required, we can complete that work on a time and materials basis, upon City authorization. Project description changes after the EIR analysis has begun will have budget and schedule implications. David J. Powers & Associates, Inc. • In-House Staff time • Reimbursable expenses (printing, mileage, CDs, etc.)* Subconsultants* • Cornerstone Earth Group (hazardous materials) • Cotton, Shires and Associates, Inc . (geology and soils) • Fehr & Peers Transportation Consultants (transportation) • Holman & Associates (archaeology) • Illingworth & Rodkin, Inc. (air quality, greenhouse gas, and noise) • Schaaf & Wheeler (recycled water feasibility) TOTAL $368,000 $13,000 $17,100 $12,600 $343,200 $4,200 $75 ,600 $12,000 $845,700 *Subconsultants (with the exception of the tran sportation subconsultant) and expenses include our standard 15 percent administrative fee . The City-selected transportation consultant, Fehr & Peers , will be under contract to DJP&A and the cost estimate for their services will include a 10 percent DJP&A administrative fee . David J. Powers & Associates, Inc. 19 Environmental Consultants and Planners Charge Rate Schedule 2 Senior Principal Principal Project Manager Senior Environmental Specialist Senior Project Manager Environmental Specialist Project Manager Associate Project Manager Assistant Project Manager Researcher Draftsperson/Graphic Artist Document Processor/Quality Control Administrative Manager Office Support Materials, outside services and subco nsultants include a 15% adm in istration fee . Mileage will be charged per the current IR S standard milea ge r ate at the time costs occur. Subject to revision July 1, 2018 . Hourly Rate $ 275.00 $ 250.00 $ 220.00 $ 195 .00 $ 180.00 $ 170 .00 $ 145.00 $ 120.00 $ 105.00 $ 110.00 $ 100.00 $ 100.00 $ 85.00 2 David J. Powers & Associates, Inc . provides regular, clear and accurate invoices as the work on this project proceeds, in accordance with normal company billing procedures . The cost estimate prepared for this proje ct does not include special accounting or bookkeeping procedures, nor does it include prepara tion of extraordinary or unique statements or invoices . If a special invoi ce or accounting process is requested , the service can be provided on a time and materi als basis . Any fees charged to DJP&A for Client's third-party services related to invoicing , insurance certificate maintenance, or other administrative functions will be billed as a reimbursable expense. December 14, 2017 Piu Ghosh, Principal Planne r City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 fEHR f PEERS Subject: Proposal to Prepare a Transportation Impact Analysis for the Vallco Shopping District Specific Plan Project in Cupertino, California Dear Ms . Ghosh : Fehr & Peers is pleased to subm it this proposal to work with the Proj ect team and prepare the transportation impact analysis (TIA) for the Vallco Shopping District Specific Plan Project in Cupertino . The site, commonly known as Vallco Shopping Mall, has a long history and has transitioned from a successful indoor shopping de stination in the 70 's and 80 's to now being essentially vacant. It is ideally located to create a mi xed-use center with direct regional access and to capitalize on the City's multimodal infrastructure i nvestments. The potential redevelopment of the mall affords the City the opportunity to develop a plan that takes advantage of the site's opportunities and to work with the community to provide a comprehensive understanding of the trade-offs between plan alternatives and to overcome the previous controversy regarding the site's 2016 ballot initiatives . Fehr & Peers is looking forward to assisting the City to not only assess the proposed specific plan's impacts and identify mitigation for the surrounding transportation system , but to work with you to minimize its effect on the nearby neighborhoods and to create effective Transportat ion Demand Management (TDM) and parking management plans to minimize traffic and parking intrusion. Through our previous work in the area we have gained a wealth of experience that will allow us to streamline the TIA . For example, we already have a well-developed TRAFFIX model that we can easily update for this study. Plus we bring an in -depth understanding of SB 743 and effective technical approaches to develop vehicle miles of travel (VMT) estimates for complex projects. 160 W Santa Clara Street I Suite 675 I San Jose, CA 95113 I (408) 278-1700 I Fax (408) 278-1717 www.fehrandpee rs.com Piu Ghosh December 14, 2017 Page 2 of 16 SCOPE OF WORK As requested, we have prepared a scope of work (Attachment A) to conduct an analysis that evaluates four specific plan alternatives . The scope of work is based on our conversations regarding the study approach , the City of Cupertino's General Plan policies, VTA 's requirements for TIAs , and our knowledge of the study area . FEE ESTIMATE The fee for the attached scope of work (Attachment B) is $312 ,000, as summarized below. Task Data Collection (55 intersections) and Observations Impact Analysis TDM Plan Documentation and Response to Comments Meetings, Team Collaboration, and Hearings Total Cost $36,900 183 ,500 $18,000 $40,000 $37,000 $312,000 The fee includes all professional and support staff time, as well as reimbursement for direct expenses. SCHEDULE We understand that this project is on an expedited schedule and will be able to commence work immediately upon our receipt of a fully-e xecuted contract. We look forward to developing a schedule with the project team that includes information submittal deadlines and deliverable review timeframes to maintain the schedule . Piu Ghosh December 14, 2017 Page 3 of 16 We appreciate the opportunity to submit this proposal. Should you have any questions, please call Franziska at (408) 645-7014. Otherwise, please provide us with a contract. We look forward to working with you on this project. Sincerely, FEHR & PEERS Franziska Church, AICP Associate P17-3298-S J Attachments Jane A. Bierstedt, P.E. Principal Attachment A SCOPE OF WORK Transportation Impact Analysis for the Vallco Shopping District Specific Plan Project in Cupertino, California {December 14, 2017) The Vallco Shopping District Special Area is centered at the intersection of Wolfe Road and Vallco Parkway in Cupertino, California. The Project site is generally bounded by 1-280 to the north, Perimeter Road to the east and west, and Stevens Creek Boulevard to the south. The purpose of this transportation impact analysis (TIA) is to identify potentially significant adverse impacts of the proposed Project on the surrounding transportation system and to recommend mitigation measures, if needed . The impacts will be evaluated following guidelines of the City of Cupertino and the Santa Clara Valley Transportation Authority (VTA), the congestion management agency for Santa Clara County. The transportation impact analysis (TIA) will evaluate four Specific Plan project alternatives, which will include : • No Project Alternative: Existing 1.2 million-square foot shopping mall at full occupancy • General Plan Buildout Alternative: Buildout of the area according to the General Plan land use designations, primarily including office land uses, with additional commerical and residential uses • Specific Plan Land Use Alternatives: Two project alternatives that would be developed as part of the Specific Plan The land use scenarios and their associated transportation system improvements (if any) will need to be defined at the outset of the TIA to maintain the required schedule . The scope outlined below includes our approach to conduct the TIA and fully evaluate each of the four specific plan alternatives . STUDY AREA AND SCENARIOS The study area and analysis scenarios are described below. Analysis Locations The analysis locations include intersections and freeway segments . The study locations will be finalized in Task 1. Study Intersections Per VTA TIA Guidelines, intersections where the project is anticipated to add more than ten trips per lane should be included in the analysis . Based on previous efforts, a preliminary list of 55 study intersections has been developed, which includes intersections in the City of Cupertino and in the adjacent jurisdictions: the Cities of Sunnyvale, San Jose, and Saratoga and Santa Clara County. Nineteen are VTA Congestion Management Program (CMP) intersections . A table summarizing the preliminary study intersections is included in Attachment A-1. As an optional task, not included in this scope work, we can analyze additional intersections at a fee of $4 ,500 per location. Freeway Segments Per VTA TIA Guidelines, freeway segments where the Project is anticipated to add more than one percent of the segment's capacity should be included in the analysis . The preliminary list in Attachment A-2 includes a total of 30 freeway segments, including nine freeway segments on SR 85, fifteen segments on 1-280, four segments on 1-880, and two freeway segments on SR 17 . Analysis Scenarios The operations of the study intersections and freeway segments will be evaluated during the weekday morning (AM) and weekday evening (PM) peak hours for the following scenarios : Scenario 1: Scenario 2: Scenario 3: Existing Conditions -Existing volumes obtained from counts . Existing Plus Project Conditions -Scenario 1 volumes plus traffic generated by each of the four proposed Specific Plan alternatives. This scenario also includes roadway modifications proposed by the Specific Plan alternatives. Background Conditions -Existing volumes plus traffic from "approved but not yet built" and "not occupied " developments in the area and their required transportation system improvements . Scenario 4: Scenario 5: Scenario 6: Background Plus Project Conditions -Scenario 3 volumes plus traffic generated by each of the four proposed Specific Plan alternatives and their roadway modifications. Cumulative No Project Conditions -Year 2040 volumes based on VTA's travel demand forecasting model. This scenario will also include financially constrained roadway improvements identified in VTA Valley Transportation Plan (VTP) 2040 . Cumulative Plus Project Conditions -Scenario 5 volumes plus traffic generated by each of the four proposed Specific Plan alternatives and their roadway modifications. Per VTA guidelines, we will also evaluate transit vehicle delay, left-turn queuing , and secondary project impacts on bicycle and pedestrian facilities . STUDY TASKS Fehr & Peers will complete the following tasks : TASK 1 -PREPARE INITIAL TRIP GENERATION ESTIMATES AND FINALIZE SCOPE OF WORK Under this task, Fehr & Peers will develop initial project trip generation estimates for the land use alternatives . While Institute of Transportation Engineers (ITE) rates are used to estimate vehicle trips for many projects, VT A's TIA Guidelines specifically state that this may not be the most appropriate method for all projects and that the lead agency should consider using alternative methods in cases such as : • When the land use context, such as high-density infill or development adjacent to transit, is not addressed by the ITE manual; • When the project includes a mi x of land uses (mixed-use development type). The Vallco Plan area meets these criteria so Fehr & Peers will use one of the methods identified by VTA, the NCHRP 8-51 method which is integrated into our MainStreet tool (asap. feh rand peers.com/ma i nstreet). The directions of approach and departure will be estimated based on the locations of complementary land uses , existing travel patterns in the area, and previous studies conducted in the area . The project vehicle trip generation estimates, distribution pattern, and trip assignments will be submitted to the City for review and comment and will be refined to respond to comments received from City staff. The resulting trip assignments will be used to refine the list of study intersections and freeway segments with commensurate changes to the Fee. The VTA Auto Trip Reduction Statement (Appendi x C in the VTA TIA Guidelines) will be completed and provided as an attachment to the transportation study. TASK 2 -COLLECT INTERSECTION DATA New intersection counts will be collected for all 55 preliminary study intersections. Fehr & Peers will conduct AM (7:00 to 10 :00 AM) and PM (4 :00 to 7:00 PM) peak period intersection counts (including pedestrian, bicycle, and vehicular turning movement volumes) on mid-week days (Tuesday through Thursday) when area schools are in session and there are no holiday breaks or inclement weather. Apple Park is located immediately north of the specific plan area . Its construction is mostly complete but it is only minimally occupied. Fehr & Peers will discuss timing of the traffic counts with City staff and estimate the amount of traffic that would be added by full occupancy of the campus based on the occupancy rate at the time of the counts. (Apple occupancy data to be provided by the City .) TASK 3 -CONDUCT BACKGROUND RESEARCH AND ANALYSIS Fehr & Peers will review recent studies and communicate with City staff to ensure that Fehr & Peers staff are apprised of issues that may affect the TIA. TASK 4-EVALUATE INTERSECTION OPERATIONS Fehr & Peers will use the level of service (LOS) method approved by VTA and the City, which is based on the 2000 Highway Capacity fvlanual using TRAFFIX analysis software, to analyze the operations of the study intersections for mid-week AM and PM peak hours for all analysis scenarios outlined above. The "Plus Project " scenarios will be evaluated of the each of the four Specific Plan land use alternatives. Task 4.1 -Evaluate Existing and Existing Plus Project Conditions The Existing Conditions analysis will be based on the data collected in Task 2. For Existing Plus Project Conditions, the project trip generation estimates, distribution pattern, and assignments developed in Task 1 will be added to the ex isting traffic volumes developed to represent Existing Plus Project Conditions. Task 4.2 -Evaluate Background No Project and Background Plus Project Conditions Traffic projections for approved developments will be obtained from their respective TIAs (to be provided by City staff) or estimated using ITE trip generation rates to account for local growth in the area. These projections will be added to the exist i ng volumes to estimate traffic volumes for Background No Project Conditions . Planned and funded roadway and intersect ion improvements associated with the approved projects will be included in the anal ysis . Similar to Existing Cond itions, the project trip estimates developed in Task 1 will be added to the background traffic volumes to represent Background Plus Project Conditions . Task 4.3 -Evaluate Cumul ative No Project and Cumulative Plus Conditions For the Cumulative No Project analysis Feh r & Peers will use the Year 2040 volumes developed as part of the 1-280/Wolfe Road Interchange project, which are based on VT A's travel demand model. These 2040 forecasts do not include all of the intersections proposed for this TIA. Fehr & Peer s proposes to run VTA 's model to develop forecasts for those intersections not i ncluded in the 1- 280/Wolfe Road Interchange project. If, however, this approach is not acceptable to VTA Fehr & Peers would work with the City to develop an alternative approach for Cumulative forecasts . This could include developing a growth rate and/or add i ng traffic from pend i ng developments to the Background forecasts . Project trip estimates developed i n Task 1 will be added to the cumulative traffic volumes to represent Cumulative Plus Project Conditions . TASK 5 -EVALUATE FREEWAY OPERATIONS Existing freeway segment operations will be obtained from the most recent CMP monitoring report . Existing Plus Project Conditions will be evaluated by adding project trip assignments . Under Background and Cumulative Conditions, traffic impacts on CMP freeway segments in Santa Clara County will be identified when the addition of traffic causes a freeway segment's volume-to- capacity (V /C) ratio to exceed one (1 .0) and the proposed project increases traffic demand on that segment by an amount equal to one percent or more of the segment capacity . This scope of work assume s that VTA will provide Fehr & Peers Year 2025 and Year 2040 model projections for the study freeway segments . TASK 6-CONDUCT OTHER OPERATIONAL ANALYSIS As part of this task Fehr & Peers will evaluate the Project's effects on transit vehicle delay and left- turn queues. Transit Vehicle De/av The addition of Project traffic and associated congestion for each of the alternatives could result in additional delay to transit vehicles . Using the TRAFFIX outputs Fehr & Peers will calculate the change in transit delay between the No Project and Plus Project scenarios for Existing, Background , and Cumulative Conditions . Specifically, Fehr & Peers will compare the movement delays for the intersections along the bus travel paths within the study area on Wolfe Road , Stevens Creek Boulevard , and Homestead Road . The results will be provided for informational purposes. Left-Turn Queuing Analvsis A left-turn queuing evaluation will be conducted under Existing and Background Conditions (per TIA guidelines, the queuing evaluation is required for only the near-term analysis). Fehr & Peers will compare the 95th percentile queues from the TRAFFI X output between the No Project and Plus Project scenarios. This analysis will be conducted for up to fifteen movements at locations where the Project alternatives add enough traffic to exceed the available storage. TASK 7 -ESTIMATE VMT Fehr & Peers will prepare estimates of the vehicle miles traveled (VMT) due to each of the Project alternatives for use in greenhouse gas (GHG) em issions estimation and in response to SB 743. Fehr & Peers will develop average trip lengths based on a select zone analysis from VT A 's travel demand model. The VMT estimates will be prepared in 5 mile per hour speed bins . These estimates would be used by another consultant to estimate GHG emiss ions . TASK 8 ~ ASSESS PEDESTRIAN, BICYCLE, AND TRANSIT ACCESS Fehr & Peers will evaluate how each of the Project alternatives impacts pedestrian and bicycle access in the immediate area . Specifically, Fehr & Peers will evaluate if the alternatives would potentially disrupt existing pedestrian and bicycle facilities, eliminate existing pedestrian and/or bicycle fac i lities, interfere with planned pedestrian and bicycle facilities, increase conflicts between drivers, pedestrians, and/or bicyclists , or create inconsistencies or conflicts with adopted pedestrian and bicycle system plans, gu idelines, policies, or standards. Similarly, for transit Fehr & Peers will evaluate if the alternatives conflict with existing or planned transit facilities, generate potential transit trips in excess of available capacity, substantially increase transit delay, or do not provide adequate facilities for pedestrians and bicyclists to access transit routes and stops. TASK 9 -EVALUTE PARKING The proposed parking supply will be compared to City Code requirements . The projected demand will be estimated using ITE rates and shared parking, where appropriate. The potential for parking demand to spillover to adjacent streets and neighborhoods will be assessed. TASK 10 -DEVELOP TDM PLAN Fehr & Peers will prepare a TDM Plan to reduce the amount of traffic generated by the development envisioned under the Specific Plan alternatives. The Plan will identify attributes of the site conte xt , nearby transportation services, and site design measures that will reduce traffic. It will also identify programmatic measures and strategies that can be implemented by property managers and future employers to encourage employees to travel by ridesharing, transit, bicycling , and walking . The City could consider creating a Transportation Management Agency (TMA) to provide area wide measures . Fehr & Peers will use the TDM+ tool to estimate the TDM reductions that could be achieved. TASK 11 -IDENTIFY SIGNIFICANT IMPACTS AND RECOMMEND MITIGATION MEASURES The results of the level of service calculations for Existing Conditions will be compared to the results for Ex isting Plus Project Conditions to identify Project impacts under CEQA. Similarly, the results of the level of service calculations for Background Plus Project Conditions will be compared to the results for Background No Project Conditions to identify Project under City and CMP guidelines. The results of the level of service calculations for Cumulative Plus Project Conditions will be compared to the results for Cumulative No Project Conditions to identify the Project's contribution to cumulative impacts. Mitigation measures will be identified for study intersections and freeway segments with significant impacts . These include capacity enhancements such as lane additions and lane reassignments . Modifications to intersection operations, including changes to signal phasing and timing, will also be considered . If more substantial capacity enhancements are needed, they will be identified, and the Project's fair share contribution (in terms of peak hour traffic volumes) will be calculated. Measures to reduce the Project's traffic demand, such as through land use changes , will also be identified . The effect of the Project (or identified mitigation measures) on transit and bicycle and pedestrian facilities will be evaluated in terms of conflicts with existing or planned facilities, or creation of hazardous conditions for bicyclists/pedestrians . Measures to improve site access for pedestrians , bicyclists, and transit riders will be identified. Fehr & Peers will evaluate secondary effects of proposed roadway improvements or roadway mitigation measures using Quality of Service, for up to five locations. TASK 12-CONDUCT IMPACT AND MITIGATION SENSITIVITY TESTING As part of this task, Fehr & Peers will prepare trip generation estimates for a potential fifth land use alternative that may arise during preparation of the final Specific Plan . AM and PM peak hour intersection level of service calculations will be conducted for intersections identified with significant project impacts in Task 11 to determine whether the number of impacted locations or severity of the impacts would change . TASK 13 -PREPARE DOCUMENTATION Fehr & Peers prepare a TIA report that will include text, graphics, and tables to describe the analysis methods and results, potential transportation impacts, and corresponding mitigation measures . Fehr & Peers will submit the Administrative Draft TIA in electronic format for review by the City and the environmental consultant. This scope includes up to 40 staff hours to respond to all comments on the Administrative Draft TIA report and prepare the Draft TIA report. Fehr & Peers will submit the Draft TIA report in electronic format for review by the City, VTA , environmental consultant, and other agencies as applicable. This scope includes up to 20 staff hours to respond to comments on the Draft TIA report. Once the comments have been incorporated, Fehr & Peers will produce a Final TIA and submit an electronic version for inclusion in the Draft Environmental Impact Report . This scope includes up to 40 staff hours to respond to agency and public comments on the Draft EIR. Responses requiring additional staff time beyond the number of hours budgeted will be considered additional services and will only be conducted upon written authorization . TASK 14-COORDINATE STUDY AND ATTEND MEETINGS Constant communications with City staff, the EIR consultant, and the Specific Plan team will be key to ensuring that the study is focused and stays on schedule. Therefore the scope of work includes attendance at a kick-off meeting, 20 conference calls , and si x in-person project meetings. Fehr & Peers staff will also attend up to eight public hearings. ATTACHMENT A-1: PRELIMINARY STUDY INTERSECTIONS Intersection 1 Jurisdiction2 1. Stevens Creek Boulevard/ SR 85 Ramps (west) CUP/CMP 2. Stevens Creek Boulevard/ SR 85 Ramps (east) CUP/CMP 3. Ste vens Creek Boulevard / Stelling Road CUP/CMP 4. Saratoga Sunnyvale Road/ Fremont Avenue SUN 5. Saratoga Sunnyvale Road/ Cheyenne Drive SUN 6. Saratoga Sunnyvale Road/ Alberta Avenue SUN 7. De Anza Boulevard/ Homestead Road CUP 8. De Anza Boulevard / 1-280 Ramps (north) CUP/CMP 9. De Anza Boulevard / 1-280 Ramps (south) CUP/CMP 10 . De Anza Boulevard/ Stevens Creek Boulevard CUP/CMP 11. De Anza Boulevard/ McClellan Road/Pacifica Drive CUP 12 . De Anza Boulevard / Bollinger Road CUP/CMP 13. De Anza Boulevard/ SR 85 Ramps (north) CUP/CMP 14. De Anza Boulevard/ SR 85 Ramps (south) CUP/CMP 15 . Stevens Creek Boulevard/Torre Avenue CUP 16 . Stevens Creek Boulevard/Blaney Avenue CUP 17 . Stevens Creek Boulevard/Portal Avenue CUP 18. Stevens Cree k Boulevard/Perimeter Road CUP 19. Homestead Road/Blaney Avenue CUP 20 . Wolfe Road/ El Camino Real SUN/CMP 21. Wolfe Road / Fremont Avenue SUN 22. Wolfe Road / Marion Way SUN 23. Wolfe Road/ Inverness Way SUN 24. Wolfe Road/Homestead Road CUP 25. Wolfe Road/Apple Campus 2 Driveway CUP 26 . Wolfe Road/Pruneridge Avenue CUP 27. Wolfe Road/ 1-280 Ramps (north) CUP/CMP 28 . Wolfe Road/ 1-280 Ramps (south) CUP/CMP 29. Wolfe Road/Val/co Parkway CUP 30. Wolfe Road/ Stevens Creek Boulevard CUP/CMP 31. Miller Avenue/Calle de Barcelona CUP 32 . Miller Avenue/Phil Lane CUP 33 . Miller Avenue/Bollinger Road SJ 34 . Stevens Creek Boulevard/ Finch Avenue CUP 35 . Miller Avenue/Rainbow Drive SJ 36 . Tantau Avenue/ Homestead Road CUP 37. Tantau Avenue/ Pruneridge Avenue CUP 38. Tantau Avenue/ Vallco Parkway CUP 39. Stevens Creek Boulevard/ Tantau Avenue CUP 40. Stevens Creek Boulevard/ Calvert Drive/ 1-280 Ramps (west) SC/CMP 41. Stevens Creek Boulevard / Agilent Driveway SC 42. Stevens Creek Boulevard / Lawrence Expressway Ramps (west) SCC/CMP 43. Lawrence Expressway/ El Camino Real Caltrans 44. Lawrence Ex pressway/ Homestead Road SCC/CMP 45. Lawrence Expressway/Pruneridge Avenue sec 46. Stevens Creek Boulevard/ Lawrence Ex pressway Ramps (east) SCC/CMP 47. Lawrence Expressway/ l-280 Southbound Ramps SCC/CMP 48. Lawrence Expressway/ Mitty Way sec 49. Lawrence Expressway/ Bollinger Road SCC/CMP 50. Lawrence Expressway/ Doyle Road sec 51. Lawrence Ex pressway / Prospect Road sec 52. Lawrence Expressway/ Saratoga Avenue sec 53 . Saratoga Avenue/ Co x Avenue SAR 54 . TBD TBD 55. TBD TBD Notes: 1. The listed intersection s were selected in consultation with the City of Cupertino and generally determined based on VT A's ten trip per lane guideline, which indicates that intersections should be included if the proposed project adds 10 or more peak hour vehicles per lane to any intersection movemen·t. 2. CMP-Congestion Management Program (VTA) interse ctio n CUP -City of Cupertino intersection SAR -Cit y of Saratoga intersection SCC -County of Santa Clara intersection (Expressway System) SJ -City of San Jose intersection SUN -City of Sunn yva le intersec tion Source: Fehr & Peers, Nove mber 2017 ATTACHMENT A-2: PRELIMINARY STUDY FREEWAY SEGMENTS SR 85 (Northbound and Southbound) 0 Union Avenue to Bascom Avenue 0 Bascom Avenue to SR 17 0 SR 17 to Winchester Boulevard 0 Winchester Boulevard to Saratoga Avenue 0 Saratoga Avenue to Saratoga-Sunnyvale Road 0 Saratoga-Sunnyvale Road to Stevens Creek Boulevard 0 Stevens Creek Boulevard to I 280 0 I 280 to Homestead Road 0 Homestead Road to Fremont Avenue 1-880 (Northbound and Southbound) o I 280 to Stevens Creek Boulevard o Stevens Creek Boulevard to Bascom Avenue o Bascom Avenue to The Alameda o The Alameda to Coleman Avenue Source : Fehr & Peer s, Nove mber 2017 1-280 (Northbound and Southbound) 0 Alpine Road to Page Mill Road 0 Page Mill Road to La Barranca Road 0 La Barrance Road to El Monte Road 0 El Monte Road to Magdalena Avenue 0 Magdalena Avenue to Foothill Expressway 0 Foothill Expressway to SR 85 0 SR 85 to De Anza Bouleva r d 0 De Anza Boulevard to Wolfe Road 0 Wolfe Road to Lawrence Ex pressway 0 Lawrence Expressway to Saratoga Avenue 0 Saratoga Avenue to Winchester Boulevard 0 Winchester Boulevard to I 880 0 1-880 to Meridian Avenue 0 Meridian Avenue to Bird Avenue 0 Bird Avenue to SR 87 SR 17 (Northbound and Southbound) o SR 85 to Lark Avenue o Lark Avenue to Saratoga-Sunnyvale Road EXHIBIT D I11surance Requireme11ts Professional/Consulti11g Services Co11tracts Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the perfom1ance 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: l. 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 advertising injury 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 mininmm insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (1) the minimum coverage/lin1its 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 forth 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 p1imary 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 Form 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 occurrence 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 occurrence 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 In sured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of the Services In s urance R eq uirem ents for Profess ional/Con sultin g Contra cts Version: Nov 2 017 1 performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL cov erage shall be at least as broad as ISO Form CG 20 10 11 85 or ifnot av ailable , through 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. Prima,y Coverage For any claims related to this Contract, the Contractor 's insurance coverage shall be prin1ary coverage at least 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 virtue 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 self-insured retentions and require proof of Contractor's ability 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 (appli cable only to p rofess ional liabili ty) If any of the required policies provide coverage on a claims-made 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 certificates and mandatory endorsements ( or copies of the policies effecting the co verage required by this Contract), and a copy o f the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City prior 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 subcontractors 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 duties to indemnify, defend a nd hold City hannless. City reserves the right to modify these requirements b as ed on the nature of the risk, prior ex perience, insurer, coverag e or other special circumstances. In surance R equirem ents fo r Prof ess ional/Con su ltin g Contra cts Versi on : Nov 20 17 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 12/05/2017 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 have ADDITIONAL INSURED provisions or be endorsed . If SUBROGATION IS WAIVED, subject to the terms and condit ions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Diana Chau NAME: SelectSolutions In surance Services iA~8NJ0 Extl: (866)500-6359 I FA X {A/C Nol: (925)951-0077 1107 Investment Blvd E-MAI L dianac@ppibselect.com ADDRESS : Suite 100 INSURER (SI AFFORDING COVERAGE NAIC # El Dorado Hills CA 95762 INSURER A: Travelers Property Casualty Company of America 25674 INSURED INSURER B : The Travelers Indemnity Company of Connecticut 25682 David J . Powers & Associates , Inc. INSURER C: The Hanover American Insurance Company 36064 1871 The Alameda INSURER D: Continental Casualty Company 20443 Suite 200 INSURER E: San Jose CA 95126 INSURER F : COVERAGES CERTIFICATE NUMBER: 17/18 REVISION NUMBER · THIS IS TO CERT IFY THAT THE POLICIES OF IN SURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDI CATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHE R DOCUMENT W ITH RESPECT TO WH IC H THIS CERTIFICATE MAY BE ISSU ED OR MAY PERTAIN , THE IN SURANC E A FF ORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CON DITI ONS O F SUCH POLICIES . LI M ITS SHOWN MAY HAV E BEEN REDUCED BY PAID CLAIM S. IN SR TYPE OF INSURA NCE POLIC Y EFF POLIC Y E XP LTR INSD WVD POLICY NUMBER {MM/DD/YYYY ) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIAB ILIT Y EACH OCCURRENCE $ 2 ,000,000 -:=J CLAIMS-MADE [8] OCCUR TO Kt:Ntt:U PREMISES IEa occurrence\ $ 1,000,000 >-- MED EXP (Any one person) $ 5 ,000 >--A y y 6805H0002841 >-- 12/03/2017 12/03/2018 PERSONAL & ADV INJUR Y $ 2 ,000 ,000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGR EG ATE $ 4 ,000,000 q [8] PRO-DLOC $ 4 ,000,000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER: $ AUTOMOBILE LIABILITY COMBINED SING LE LIMIT $ 1,000,000 tEa accident\ -2$ ANY AUTO BODILY INJURY (Per person) $ - B OWNED SCHEDULED y y BA6820L 1531 12/03/2017 12/03/2018 BODILY IN JURY (Per accident) $ x AUTOS ONLY -AUTOS HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) >-->-- Uninsured motorist Bl $ 1,000,000 X UMBRELLA LIA B ~ OCCUR ... ,.. ... '"' .. ~ 1,000,000 >--EACH OCCURRENCE $ A EXC ESS LIAB CLAIMS-MADE CUP2C5902111 12/03/2017 12/03/2018 AGGR EG ATE $ 1,000,000 OED I XI RETENTION $ 0 $ WORKERS COM PENSATION XI PER I I OTH- AND EMPLO YERS ' LIABILITY STATUTE ER Y/N C ANY PROPRIETOR/PAR TNE R/EX ECUTIVE 0 N/A WZ39816300 01/13/2017 01/13/2018 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DI SEA SE -EA EMPLOYEE $ 1,000,000 If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ PER CLAIM $2 ,000 ,000 PROFESSIONAL LIABILITY D EEH28834 7 490 03/26/2017 03/26/2018 AGGREGATE $2 ,000,000 DES CR IPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Sche dule , may be attached if more space is required) Re: As Per Contract or Agreement on File with the Insured. DJP&A Job# 17-208Nallco -City of Cupertino, its City Council, boards and commissions , officers, employees an d volunteers are named as additional insured on General & Auto Liability policies if required by written contract per attached endorsements. Waiver of Subrogation applies on General & Automobile Liability policies if required by written contract per attached endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino Public Works Dept. ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Ave. AUTHORIZED REPRESENTATIVE Cupertino CA 95014 ~~ {)~ I © 1988-2015 ACORD CORPORATION . All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 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 addit ional 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 t he policy period , whichever is earlier . 2 . The following is added to Paragraph 4.a . of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS : The insurance prov ided 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 organ iz ation is an additional insured under any other insurance . CG D3 810915 © 2015 The Travelers Ind e mnity Company . All rights reserved . Page 1 of 2 Includes the copyrighted material of Insurance Services Office , Inc ., with its pe rmission 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 Travelers Indemnity Company . All rights reserved . CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office , Inc ., with its permission COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance prov ided 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 broaden ing 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 app ly 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 8. 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 ag reement between you and that person or organizat ion , that is signed and executed by you before the "bodily injury" or "property damage " occurs and that is in effe ct during the policy period , to be named as an add i- tional insured is an "i nsured" fo r Covered Autos Liab ility Coverage , bu t onl y for damages to which th is 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 II . 8. 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 " whil e operating a covered "auto " hired or rented under a contract or agreement in an "em- ployee's" name , with your permission , while H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT -INCREASED LIMIT I. WAIVER OF DEDUCTIBLE -GLASS J. PERSONAL PROPERTY K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing dut ies related to the conduct of your bus iness . 2. The following replaces Paragraph b. in 8.5., Other Insurance , of SECTION IV -BUSI- NESS AUTO CONDITIONS : b . For Hired Auto Physical Damage Cover- age , the follow ing are deemed to be cov- ered "autos" you own : (1) Any covered "auto" you lease , hire , rent or borrow ; and (2) Any covered "auto" hi red or rented by your "employee" under a contract in an "employee's" name , with your perm ission , while perform ing dut ie s related to the conduct of your busi - ness . However , 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: CAT4200215 © 20 15 The Trave lers In de mn ity Co mpa ny. All ri ght s re se rved . Page 1 of 3 In clud es co py ri g ht ed material of In su ra nce Se rvices Offi ce, In c. with its pe rmiss io n . 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 D., 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 emnity Company. All rights re se rved . CAT4200215 Includ es copyrighted material of In suran ce Services Office, In c. wi th its permi ss ion . K. AIRBAGS The following is added to Paragraph 8.3., 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 02 15 © 2015 The Tra vele rs Ind em nity Company . All rights reserved . Page 3 of 3 In clud es copy righted material of Insuran ce Services Office , In c. with its permission . ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) ~ 12/05/2017 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 have ADDITIONAL INSURED provisions or be endorsed . If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PROD UCER CONTACT Diana Chau NAME : SelectSolutions Insurance Services iA~gNJ0 Ext•: (866)500-6359 J FAX fA/C , Nol : (925)951-0077 1107 Investment Blvd E-MAIL dianac@ppibselect.com ADDRESS: Suite 100 INSURER (S) AFFORDING COV ERAGE NAIC # El Dorado Hills CA 95762 INSURER A: Tra v elers Property Casu alty Company of America 25674 INSURED INSU RER B: The Trave lers Indemnity Company of Connecticut 25682 David J . Powers & Associates, Inc. INSURER C : The Hanover American Insurance Company 36064 1871 The Alameda INSURER D : Continental Casualty Company 20443 Suite 200 INSURER E : San Jose CA 95126 INSURER F : COVERAGES CERTIFICATE NUMBER: 17/18 REVISION NUMBER· THIS IS TO CERT IF Y THAT THE POLICIES OF INSURANCE LI STED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD IND ICATED . NOTWITHSTANDING ANY REQUIREMEN T, TERM OR CONDITION OF ANY CONTRACT OR OTHE R DOCUMENT WITH RESPECT TO WHICH THIS CERTI FI CAT E MAY BE ISSU ED OR MAY PERTAIN , THE IN SURANC E AFFORDED BY TH E POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TER MS , EXC LU SIONS AND COND ITIONS OF SUCH POLICIES . LIM ITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . POLIC Y EFF POLICY EXP INSR TYPE OF INSURANCE LTR INSD WVD POLI CY NUMBER IMM/DDNYYYI fMM/DDNYYYI LIMI TS X COMMERCIAL GENERAL LIABILIT Y EACH OCCURRE NCE $ 2 ,000 ,000 -D CLA IM S-MAD E [8] OCCUR DA TO RENTED PREMISES IEa occurrence\ $ 1,000,000 MED EXP (An y one person ) $ 5 ,000 -A y y 6805H0002841 12/03/2017 12/03/2018 PER SONAL & AD V INJURY $ 2,000,000 -GEN 'L AGGREGATE LIMIT APPLI ES PER: GENERAL AGGREGATE $ 4 ,000,000 ~ [8j PRO-DLOC 4 ,000,000 PO LI CY JECT PRODU CTS · COM P/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SING LE LI MIT $ 1,000,000 (Ea acc ident) X ANYAUTO BODI LY INJURY (Per person) $ OWNED -SCHEDUL ED B y y BA6820L 1531 12/03/2017 12/03/2018 BODILY INJUR Y (Pe r accident ) $ -AUTOS ONLY -AUTOS ~ HIRED ~ NON-OWNED PROPERTY DAMAGE $ AUTO S ON LY AUTOS ON LY tPer accident) Uni nsured motorist Bl $ 1,000 ,000 X UMBRELLA LIAB ~ OCCUR ... ,... .......... 1,000,000 -EACH OCCURRENCE $ A EXCE SS LIAB CLAIMS-MADE CUP2C5902111 12/03/20 17 12/03/2018 AGGREGATE $ 1,000,000 DED I XI RETENTION $ 0 $ WORKERS COMPENSATION xl PER T T OTH- AND EMPLOYERS' LIABILITY STATUTE ER YI N C ANY PROPRIETOR/PAR TNER/E XECUTI VE ~ WZ39816300 01/13/2017 01/13/2018 E.L. EAC H ACC ID ENT $ 1,000,000 OFFICER /MEM BER EXCLUDED ? N/A (Mandatory in NH) E.L . DISEASE · EA EMPLOYEE $ 1,000,000 If yes , describe under 1,000,000 DESCRIPTI ON OF OP ERAT IONS below E.L. DI SEASE · POLICY LI MI T $ PER C LAIM $2 ,000,000 PROFESSIONAL LIABILITY D EEH288347490 03/26/2017 03/26/2018 AGGREGATE $2,000 ,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101 , Additional Rema rks Schedule , may be attache d if more space is required) Re : As Per Contract or Agreement on File with the In sured . D JP&A Job# 17-208Nallco -City of Cupertino , its City Council , boards and commissions, officers, employees and volunteers are named as additi onal insured on General & Auto Liability pol icies if required by written contract per attached endorsements. Waiver of Subrogation applies on General & Automobile Liability policies if required by written contract per attached endorsements . CERTIFICATE HOLDER City of C upertino Public Works Dept. 10300 Torre Ave. Cupertino ACORD 25 (2016/03) 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. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved . The ACORD name and logo are registe red marks of ACORD 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 81 09 15 © 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 Travelers Indemnity Company . All rights reserved . CG 03 81 09 15 Includes the copyrighted material of Insurance Services Office , Inc., with its permission 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 performing 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 . However, 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 02 15 © 2015 The Travel ers Indemnity Company. All rights re se rved. Page 1 of 3 Includes copyr ighted material of In su ran ce Services Office , Inc. with its permission. 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 D., 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 Indemnity 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 8 .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 ma ximum 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 COMMERC IAL AUTO (2) Any: (a) Overdue lease or loan payments at th e time of the "loss"; (b) Financial penalt ies imposed under a lease for excess ive use , abnormal wear and tear or high mileage ; (c) Security depos its 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 ma y have against any person or organization to the ex- tent required of you by a written contract exe- cuted pr ior 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. CAT4200215 © 2015 Th e Tr av elers Ind emnit y Co mp a ny. All rights rese rve d . Page 3 of 3 In clu des co pyright ed mater ia l of In sura nce Se rvice s Offi ce, In c . with its pe rm iss io n.