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18-009 Opticos Design, Inc., Preparation of the Vallco Specific PlanCITY OF fl PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of December 15, 2017 ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City''), and Opticos Design, Inc ("Contractor"), a Corporation preparation of the Vall co Specific Plan. 2. SERVICES for ------------- Contractor agrees to provide the services and perfom1 the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on November 21, 2022 ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin on December 15, 2017 and shall be completed by November 21, 2022 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Perfonnance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the perfonnance of all the Services. Contractor must have . sufficient tin1e , resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory perforniance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $850 000 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is pe1111itted without prior w1itten approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any furtl1er payment or other obligations under the Agreement. City Project/Program Vallco Specific Plan --~-------------------------- Professional/Consulting Contracts /Re v. Nov 16, 2017 Page 1 of9 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, pa1iner, 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 warrants on behalf of itself and its subcontractors that they have the qualifications and sldlls to perfonn 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 wairnnts 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 auth01ized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any ap proved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials 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 vio lations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In perfonning this Agreement, Contractor may have access to private or confidential infonnation 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 information provided by City to Contractor and use it only to perfonn this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietai·y data. 7. O\VNERSHIP 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 infonnation or work, in any medium ( collectively, ''Wark Product"), prepared by Contractor in connection with this Agreement will be the exclusive prope1ty of the City and shall not be shown to any third-pa1iy without prior written approval of City. City Project/Program._V_a_llc_o_S_,_pec_ifi_c_P_lan _______________________ _ Professional/Consulting Contracts /Rev. Nov 16, 2017 P age2 of9 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 \f\T ork Product will be the property of City. Altematively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third 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 \Vork Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; ( c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must prov ide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maint ain complete and accurate accounting records relating to its pe1formance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without p r ior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, dming the term of this Agreement and for one year thereafter, will reference the City's contributions in making the City Proj ect'Program~V_al_lc_o_S.,_pe_c_ifi_c_Pl_a1_1 ----------------------- Profe ssio nal/Consu ltin g Cont ract.s !Rev. Nov 16, 201 7 P age 3 of9 project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochw.-es , public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City perso1U1el, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, dan1ages, 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 maimer relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during perfonnance 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 Infonnation; ( 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 Vi'ith 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 P1ice, workers' compensation payments, or the insurance or bond amounts required in 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 Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insmance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Fail me to comply with this provision may result in City, at its so le discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. City Project/Program'-V_a_llc_o_S.,_pe_c_ifi_c_Pl_an _______________________ _ Pr ojess ionaf/Consuftin g Con tracts /Rev . Nov J 6, 20 17 Page 4 of9 13. COMPLIANCE ,vJTH LAWS 13.1 General Laws. Contractor shall comply with all lpcal, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perfo1m . Contractor is responsible for verifying the employment authorization of employees perfonning the Services, as required by the Immigration 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 applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Conh·actor 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 California 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 public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification 1mder Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns C=at=ar=·i=n..,ac..oK=i,.,,d.,,,d.__ _____________ _ ___________ as the City's representative for all pmvoses under this Agreement, with authmity to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, ar1d without p1ior notice to Contractor. City Proj ect/Program_V_al_lc_o_S,_pe_ci_fi_c _Pl_m_1 ----------------------- Profe ss ional/Consulting Contrac ts /Rev. Nov 16, 2017 Page 5 of9 Contractor Project Manager. Subject to City approval, Contractor assignsMitali Garn:rnly ____________________ as its single Representative for all purposes tmder this Agreement, with authority 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 Perfom1ance. 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 performed 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 tenninate 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 dispute arises, Contractor must continue to provide the Services pending resolution of the dispute . If the Paiiies elyct arbitration, the arbitrator's award must be suppo1ied by law and substantial evidence and include detailed ,vritten 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 paiiy will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third patiy beneficiaries of this Agreement. City ProjeciJProgram'-V_al_lc_o_S'-pe_c1_·fi_c_Pl_ar_1 ----------------------- Professional/Consulting Contra cts /Rev. Nov 16, 2017_ Page 6 of9 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the 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 provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 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 court to be v oid, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such rnling. All other terms and pro visions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to can-y out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is te1minated , including the Indemnification, Ownership of Mateiials/Work Product, Records, Governing Law and Attorney Fees , shall survive the Agreement and remain in full force and effect. City Project/Program._V_al_lc_o_S~pe_c_ifi_c_Pl_ai_1 ----------------------- Professional/Consulting Contra cts /Rev. Nov 16, 20 17 Page 7 of9 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confinned by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or ce1iified, or the next business day following electronic submission: To City of Cupertino 10300 Ton-e Ave. Cupe1iino CA 95014 Attention: Catarin a Kidd Email: catarinak@ cupertino.org 27. VALIDITY OF CONTRACT To Contractor: ------------0 pt i cos Design Inc . 2100 Milvia St. Suite 125 Berkeley CA 94704 Attention: Mitali Ganguly Email: mitali.ganguly@opticosdesign.com This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3 .22 and 3 .23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for fo1111 by the City Attorney's Office. 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 ca1Ty out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, vvhich constitutes a legally binding obligation of Contractor. This 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. City Project/Program._Y_a_!lc_o_S.,_pe_c_ifi_c_P_la_n ----------------------- Professional/Consulting Contracts /Rev. Nov 16, 2017 P age 8 of9 IN WIT NESS WHERE OF, the parties ha v e c au ed the Agreement to be ex ecuted . C ONTRA C TOR Opti cos Des ign Inc. By ~b_lA C!j}wi /..eV Nam e .f(aren t;;, Paro te/(.. Ti tl e {!,,fo Date JjJqj Ix' Tax J.D. No .: 8'0-oogg5fLP RA Cupertin o C ity Attorney ATTES ~ I ~ d )t _£SCHMIDT I -'Lr --1 t>- C1ty C le rk t O • CITY OF CU P ERTIN O City Proj ect/Pro g ra m __ '/i....,Q ............ J/=W~_..5'10:::..af.-'C,'-<Jlu.. 0 £J...:0=-+J?-'-}.i.ca::.:.Vl-=--------------- J Professional/Co nsulting Contracts !Rev. No ,• /6 . ZOl 7 Page 9 of9 ADDENDUM TO CONTRACT This Addendum changes the original Professional/Consulting Services Agreement dated December 15, 2017, between the City of Cupe11ino and Opticos Design, Inc ., for the Vallco Specific Plan Specific Plan. In accordance with Section 21 of the main Agreement, the following provisions of the main Agreement are hereby modified as indicated below. All other contract provisions, tenns, and conditions not included in this Addendum shall remain unchanged and in full force and effect. This Addendum is valid only upon written execution by the Parties and the City Attorney's approval. Changed Contract Provisions: 5.2 Contractor's Qualifications. Contractor warrants on behalf of its elf and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to prevailing standards and practices ordinarily exercised by members of the same profession currently practicing under similar conditions in the same or similar locale. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or corifidential iriformation owned or controlled by th e City, which may contain proprieta,y, confidential, and non-public communications and details th e disclosure of w hich to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and agrees to use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City iriformation as a reasonably prudent contractor would use to protect its own proprietary data. To the extent possible, City w ill mark "Confidential" in writing on all materials it requires Contractor to keep confidential, but Contractor remains responsible for obtaining City approval before disclosing any documents related to this Agreement. Notwithstanding the foregoing, Contractor shall not be prohibited from disclosing information that is (1) already in the public domain; (2) required by la w or a valid court order to disclose, or (3) necessary for Contractor to defend itself from any legal action or claim arising out of this Agreement. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Upon payment of monies due Contractor, any interest (including copyright interests) 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 written approval of City, which shall not be unreasonably withhe ld. Notwithstanding the foregoing, Contractor retains all rights to the format or content (in the form of text and/or non-place specific diagrams) previously used in Contractor's services, and City shall not restrict Contractor from fi1rther using or evo lvingformat or non-place specific content. 7.2 Copyright. Except as provided in Section 7. 1 above, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. City Project/Program: Vallco Specific Plan 1 of 3 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, and subject to S ection 7.1 of this Agreement, City may us e 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 th e original Sen1ices by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. Any modification or reuse of Contractor's Work Product by City or by others retained by City shall be at City's risk and Contractor bears no responsibility for any claims, injuries, damages, losses, expenses, and attorney's fees arising out of the modification or reuse of these materials. 11. INDEMNIFICATION 11.1 To thefitllest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants and volunteers ("Indemnitees ''), from and against any and all liability, damages, claims, actions, causes of action, demands, charges, loss es, costs and expenses (including but not limited to reimbursement of City's reasonable attorney fees incurred by legal counsel acceptable to City) arising from this Agreement, including without limitation any of the following: (a) Breach of contract, obligations, representations or warranties to th e extent such breach constitutes negligence or is the result of Contractor's malfeasance, intentional acts or omissions; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from operations or negligent acts, errors or omissions in the performance of Contractor, its subcontractors or sub-subcontractors; ( d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprie tary or intellectual property rights of any third party. 11.2 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. 11.4. Contractor shall be responsible for reimbursing the City for any and all defense fees, costs, and expenses incurred by lega l counsel acceptable to the City, including but not limited to reasonable attorney fees related to any claim, action, cause of action, demand, or charge covered under Section 11 - Indemnification provision. 18. ATTORNEY FEES I/City initiates lega l action,files a complaint or cross -comp laint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party City Project/Program: Vallco Specific Plan 2 of3 will be entitled to rea onable attorney fees and costs, as part of th e prevailing party's damages as determined by a court of competent juri diction . 2 2. I NSERTED PROVISIONS Either party may request an amendment to cure mistaken in ertions or omissions of required provisions. The Partie will collaborate to implement thi Section , as appropriate. IN WIT ESS WHEREO F, the partie have ca u ed the Agreeme nt to be exec ut ed . CONTRACTO R ::::Yi~~~ Ti tl e --1.C.,c...,,_,__p_,o~------- Date I //q // ~ --,,H-<~,f+-1''---------- PH STEVEN O HOM Cupe rt ino ity Attorney TTEST: ~ ~/kt~ i-1 ~E HM~' ity Clerk / -7-r---{ !' C ity P r oj ect/Program: Va llco Specific Plan T itl e _(_, '.t--,-----'-"--'-'-b.:..,C...lj,~CV:'----- Date ----'I !__._t~z-=2'--'-(_I__,?'------ 3 of 3 POLICY NUMBER: 6801H486252 COMMERCIAL GENERAL LIABILITY ISSUE DATE : 11 /30 /2017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULED ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NAME OF PERSONS OR ORGANIZATIONS: City of Cupert i no 1 0300 Torre Ave. Cuper tino CA 950 1 4 PROJECT/LOCATION OF COVERED OPERATIONS: Re: All Op era ti o n s o f t he Na me d I nsu red -City of Cupertino. PROVISIONS 1. The following is added to SECTION II -WHO IS AN INSURED: The person or organization shown in the Sched- ule above is an additional insured on this Cover- age 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 requ iring insurance " applies , or in conne ction w ith 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 omis- sions of such person or organizatioor d. For "bodily injury", "property damage" or "per- so nal inju ry" for which su c h person or organi - za tion ha s as sumed liability in a contrac t or agree ment. The insurance prov ided to such additional insured is limited as follows : e. This insurance does not apply to the render- ing of or failure to render any "professional services". f. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations ex- ceed the limits of liability required by the "writ- ten contract requiring insurance", the insur- ance 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 lim- its of insurance described in Section Ill -Lim- its Of Insurance . g. This insurance does not apply to "bodily inju- ry" or "property damage" caused by "your work" and includ ed in the "products- complete d operations hazard" unless the "written c ontra ct requiring insurance" specifi- cally requires you to provide such coverage for tha t additional insured , and then the insur- ance provided to that additional insured ap- CG D3 82 09 15 © 20 15 Th e Tra vel ers Ind e mnit y Co mpa ny . A ll ri g hts rese rved. Page 1 of 2 Inclu des th e co pyri ghted mate ri al of In surance Serv ices O ffi ce , In c., with its permi ss ion COMMERCIAL GENERAL LIABILITY plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring 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 SEC- TION IV · COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured shown in the Schedule above 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 in- surance provided to the add itional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis, this in- surance is primary to other insurance available to the additional insured which covers that person or organization 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 requir- ing insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance , whether primary, ex- cess , contingent or on any other basis, that is available to the additional insured when that per- son or organization is an additional insured under any other insurance . 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LI- ABILITY CONDITIONS: We waive any right of recovery we may have against the additional insured shown in the Schedule above because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" on or for the pro- ject, or at the location , shown in the Schedule above , 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 be- fore , 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 DEFINI- TIONS Section : "Written contract requiring insurance" means that part of any written contract with the person or or- ganizations shown in the Schedule above, under which you are required to include that person or organization as an additional insured on this Cov- erage Part, provided that the "bodily injury" and "property damage" occurs and the "personal inju- ry" is caused by an offense committed: a. After you have signed that written contract ; b. While that part of the written contract is in ef- fect ; and c. Before the end of the policy period . POLICY NUMBER: BA6066M473 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following : AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form . This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Opticos Design, Inc. Endorsement Effective Date: 8 / 16 / 2 o 1 7 SCHEDULE Name Of Person(s) Or Organization(s): Re: All Operations of the Named Insured -City of Cupertino . Information required to complete this Schedule, if not shown above , will be shown in the Declarations . Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage , but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 Opticos Design, Inc. Valko Cupertino Specific Plan & EIR Scope of Services 01.09 .2018 Task A: Finalize Project Schedule, Scope of Work and Budget Exhibit A Purpose: To work with City Staff and arrive at the final scope of work, schedule and budget. A.11 Visit 1 (1 day incl. travel) -Working session to refine the draft scope of work and schedule: Opticos will meet with City Staff to review project history and background, co-create project guiding principles, objectives, stakeholder outreach and engagement strategy including a selection of the suite of tech tools, all leading to the refined draft scope of work and schedule. A.2 I Prepare Final Scope, Schedule, Budget: Opticos will take direction from the above meeting and coordinate with the sub-consultant team to prepare the final scope of work, schedule and budget for the project. Meet with City Staff to discuss components of the project webpage prior to developing draft content for the City to review. Revise content based on two City reviews before launching the project webpage. Deliverables from Op ti cos Team: • Final Scope of Work, Schedule and Budget Deliverables from City of Cupertino: • Coordination on Scope Refinements • Approval of Final Scope of Work, Schedule and Budget Task B: Project Kick-Off and Review of Background Data Purpose: To initiate the project and establish a working knowledge of all relevant information. 1 B.1 I Visit 2 Logistics: Opticos will coordinate with City Staff and the Opticos team to organize the Visit 2 activities and schedule. B.2 I Visit 2 (1-day incl. travel) -Project Initiation Meeting & Site Tour with Consultants and City Staff: The Opticos Team will facilitate the kick-off meeting. The agenda will include: Morning: 2 Opticos Design, Inc. a. Site Tour. The Opticos Team will tour the Project Site and adjacent neighborhoods with City Staff. The actual sites and timing of the tour will be established by the Opticos team in consultation with the City. (Tour expected to last 2 hours) b. Project-Objectives. Confirm the City's objectives and expectations for the project. (lunch break) Afternoon: c. Key Issues to Address. City Staff will present its understanding of the key issues and challenges associated with the Project Site, known development projects, and a summary of issues. d. Discuss Community /Stakeholder Engagement Plan. In order to best fit Cupertino's needs, Bill Lennertz will work with Opticos and the City to develop a community/ stakeholder outreach and engagement strategy that identifies the objectives, approach, tasks, and schedule. The community /stakeholder engagement strategy will identify a preferred set of conventional and tech tools to engage the community- at-large and key stakeholders including developers, business interests, appointed City of Cupertino commission chairs, and local community-based organizations. Included will be the planning for the Stakeholder Interviews (Visit 3). B.3 I Background Data Request: The Opticos Team will submit a memo requesting certain background information and GIS files. The information identified in the memo will be provided to the Opticos Team by the City within 10 working days of the City receiving the memo. Upon receipt of the information from the City, the Op ti cos Team will prepare base maps (Task C.1) for use by the sub-consultants and on the project webpage. B. 4 I Review of Background Documents: The Opticos Team will review all relevant documents and current conditions on the Project Site and adjacent areas. City Staff will verify that the Opticos Team has all necessary relevant City documents. B.5 I Establish EngagingPlans Project Website and Online Engagement: Urban Interactive Studio will work with the City and Opticos to develop a project website on the EngagingPlans platform, consistent with the City's branding. Create pages, upload content, post events, documents, and graphics, and update as needed. The project website will host information to keep the community updated and engaged. This includes a range of different digital engagement activities, tailored to the needs ofeach project phase, like surveys and idea walls, mapping and draft feedback. Urban Interactive Studio will work closely with the team to coordinate effective outreach strategies that drive participation online. Deliverables from Op ti cos Team: • Facilitate project kickoff meeting • Organize, participate in Site Tour • Background Info and GIS Request Memo • Summary meeting notes from project kickoff meeting with City Staff Opticos Design, Inc. • Community /Stakeholder Engagement Plan • Establish website and on-line engagement Deliverables from City: • Requested background information, maps and GIS/ Assessor's Parcel Data, and any other necessary or relevant City documents within 10 working days of submitting Background Info and GIS Request Memo • Generate Stakeholder list and inform each stakeholder of responsibilities • Review and comment on project webpage details • Meeting venue secured by the City including costs Task C: Initial Site Analysis, Background Studies, Stakeholder Outreach and Engagement Purpose: The Community's vision for the Project Site will be developed in a dynamic and inclusive design environment consisting of two design charrettes that build on the progress and consensus of each charrette. Before starting Charrette 1, the Opticos team and the City's sub-consultants will prepare a set of coordinated analyses that provides a series of technical 'MRis' for the project. This technical information will be used to understand the existing situation, establish a foundation of facts to build upon throughout the process, and begin communication with stakeholders and the community. 3 C.1 I Base Map Preparation and Initial Site Analysis: The Opticos Team will prepare base maps and related site analyses to summarize the overall context, patterns, access and circulation, key opportunity sites, constraints, and opportunities of the Project Site. The Opticos Team will draw upon existing GIS/ Assessor's Parcel Data resources maintained by the City (Task B.3). A draft of the base maps will be provided to City staff for review and comment. Within 7 days ofreceiving the draft, City staff will send its revisions to Opticos for preparation of the Final Base Maps. C.Z I Prepare Background Studies: Opticos will coordinate with the team of sub- consultants to prepare drafts of focused studies for the following topics. These topics will inform the visioning and design process and ultimately the zoning and standards. 1. Fiscal and Market Analysis: Analysis to be provided by City's sub-consultant as a concise report. Opticos will integrate this as a chapter into the consolidated Existing Conditions report (Task C.S). 2. Transportation Analysis (Alta Planning): An important element of the study will be to understand current travel patterns to the project site and to address how the transportation network should evolve to address changing demographics and emerging technology. This involves considering how travel will change in 10 years and 20 years so that future transportation investments are effective and sustainable. 4 Opticos Design, Inc. The consultant will evaluate different alternatives for transportation for the project site and surrounding area in consideration of the plan goals and priorities, and develop a preferred circulation network. The analysis will take the form of a succinct technical report, with appropriate text, graphics, and maps and will form part of the Existing Conditions report (Task C.S). 3. Parking & Transportation Demand Management Analysis (Alta Planning): Prepare a focused analysis of existing parking and TOM conditions in the Project Site. This will include reviewing and summarizing relevant parking and TOM studies and data, as well as studies and projects underwa y. As part of this analysis, review and assess the following topics. This background will be the foundation for a progressive TOM approach that will have the objective of creating a project that generates no or few trips: Existing parking supply and occupancy, including both public and private spaces, on-street and off-street. Curb parking and loading: policies, regulations and prices City-owned lots and garages: policies, regulations and prices Regulating private development: policies, regulations and zoning provisions regarding parking and transportation demand management that apply to e xisting and/or proposed developments. Up to 3 case studies of urban redevelopment projects with high transit/active transportation mode share with goals of no new trips. Autonomous Vehicles, Ride Hailing & Ride Sharing: current and potential future effects of these technologies on future parking demand Transportation Demand Management: City policies, programs and regulations regarding transportation demand management. Transportation Demand Management modeling tool. Alta will develop an excel- based tool to help define needed transportation options as a function of desired mode share for trip generation. The analysis will take the form of a succinct technical report, with appropriate text, graphics, and maps and will form part of the Existing Conditions report (Task C.S). 4. Infrastructure Analysis: Analysis to be provided by City's sub-consultant or by City staff from previous planning efforts for the site, as a concise report. Opticos will integrate this as a ch a pter into th e consolidated Existing Conditions report (Task C.S) C.3 I Visit 3 Stakeholder Interviews and Initial Public Workshop (1 day incl. travel): Opticos and CDI will facilitate a series of stakeholder interviews to gain insight on key issues that will inform the proce ss. Opticos will host a 2-3 hour public workshop to introduce the team and the planning effort and to generate initial input from the community a nd to launch the first web-based involvement activity. This Visit is an opportunity to plan a Study Se s sion with the Pl a nning Commi ss ion. 5 Opticos Design, Inc. C.4 I Community /Stakeholder Outreach and Engagement: Opticos, CDI and, if feasible ( or required as determined by Opticos' outreach team led by Bill Lennertz), a local public involvement consultant, will carry out the activities prescribed by the Community /Stakeholder Plan. The project website will be the central source of project information and engagement during this period. The goal is to gain the energetic involvement of viewpoints representative of the whole community, including: a. People historically left out of the planning process b. People directly affected by the outcome c. Decision makers d. People with valuable information e. People who are inclined to support or block the project. C.5 I Compile Existing Conditions Report: Compile the existing conditions analyses into a single document for review with City staff. This report will be provided to the City 10 working days ahead of Visit 4, during which City staff will review the materials and prepare questions for discussion during Visit 4. C.6 I Visit 4: Existing Conditions Review and Public Presentation (1 day incl. travel): Meet with City Staff to review Existing Conditions Report. Opticos will facilitate a series of technical meetings with City Staff to review the analysis from the focused studies. The relevant sub-consultants will attend for the portion of the meeting on their analysis. In this visit Opticos will also facilitate a pubic presentation of existing conditions findings, present the charrette agenda and objectives and gather more community input. Please note it may not be possible to incorporate all the feedback received earlier in the day into the evening public presentation -this can be broadly conveyed verbally during the presentation. C. 7 I Coordinate Pre-Charrette Logistics: Based on the information and feedback from Task C.S and C.6, the Opticos Team will establish the goals for each charrette (Tasks E and G) and review them with City Staff. The Opticos team will organize and address the logistics of each charrette for all relevant information to be posted on the project webpage. C.8 I Create Physical Program Model Deliverables from Op ti cos Team: • Existing Conditions report including: Project Area Base Maps (draft and final) Site Analysis Diagrams Fiscal Analysis Memo (to be provided by City/ City's sub-consultant) Existing Utility Infrastructure Memo (to be provided by City/ City's sub- consultant) Existing Transportation Analysis Memo, including section on TNC and A V's Parking & Transportation Demand Management Analysis memo • Public Presentation • Community /Stakeholder engagement activities. Opticos Design, Inc. • Stakeholder interview notes • Physical site model to be used at the design charrettes Deliverables from City: • Scheduling of stakeholder interviews and venue(s) for interviews • Timely responses to questions, memos and/or other materials submitted to City Staff for review and comment or direction • One set of non-contradictory set of review comments on base map, s ite analysis diagrams, and background studies within 10 working days of submittal, for discussion at Visit 4. • Provide Fiscal Analysis Memo and Existing Utility Infrastructure Memo at a time coordinated with Op ti cos to include into the Existing Conditions report prior to submitting to City staff for review. Task D: Initial SB-35 and Site Capacity Programming Purpose: To work with City staff and the property owner as City decides is necessary to identify a range of program parameters based on past efforts, General Plan direction, and implications of any applicable state laws such as SB 35. 6 D.1 I Preparation for Visit 5: In preparation for Visit 5, the Opticos team will speak with City staff via teleconference to identify specific questions, and program parameters to be discussed during Visit 5 . D.2 I Program Development: The Opticos Team will perform testing of the project area to understand the range of program parameters and to inform a detailed to-do-list for the team to work efficiently on relevant design scenarios at Design Charrette 1. D.3 I Visit 5 (1 day incl. travel): Meetings with City and Stakeholders to Discuss Range of Program Parameters: The results and direction from this task will be used to inform Design Charrette 1 (Task E). Opticos and Bill Lennertz will speak with City Staff to discuss Charrette l's objectives. Deliverables from Op ti cos Team: • Visit 5 (1 day): Attend meetings with the City and other major stakeholders as determined by City, and communicated to Opticos in advance of Visit 5. • Memo on the objectives for Charrette 1 and/or public outreach generally Deliverables from City: • Memo clearly articulating City's interpretation of applicable state laws such as SB 35 to this site as well as program parameters for the site. • Attendance of key staff at meetings defined for Visit 5 • Coordinate schedule of meetings with Op ti cos prior to Visit 5 Opticos Design, Inc. Task E: Master Plan Visioning and Preferred Alternatives Development (5-day Community Design Charrette 1) Purpose: To develop feasible project design alternatives, the Opticos team will lead the Charrette, engaging the community and stakeholders in the design process through a series of meetings or feedback loops over the 5-day charrette. The charrette schedule will be designed specifically to promote broad community participation through a combination of multiple meeting and open studio times. Charrette 2 is described in Task G and will further develop the Charrette 1 direction after refinement in Task F. E.1 I Visit 6: (5-days incl. travel) Community Design Charrette 1: The Opticos Team will facilitate and lead the charrette for 5 days in a studio set up on or near the project site. Sub-consultants will participate throughout the 5 days at designated milestones, for meetings, and presentations. Charrette 1 will include: a. Open House: The Opticos Team will provide an opening presentation to communicate the role of the Opticos Team, the City, merchants and the residents in the Project Site. This will be done to engage stakeholders and the public in an informal, open-house format that is highly graphic and interactive. The Opticos Team's presentation will include a summary of information learned during Tasks C and D. b. Meetings: The Opticos Team will participate in the overall charrette and in daily briefings with the City's project manager, relevant City Staff and other key technical and community participants. 7 c. Open Studio: Open studio is time scheduled at key points throughout the charrette for the public to view and comment on the work produced during the charrette. The Opticos Team will be available to answer questions at designated open studio times throughout the charrette. The City will provide two staff members available throughout the open studio times at a welcome table to direct participants and sign people in. d. Study Design Alternatives and Vetting: The Opticos Team will create, illustrate, and test several alternatives for the Project Site focusing on the scenario(s) and objectives resulting from the in-house working session. This includes describing development and/or public improvements that would serve as catalyst opportunities in the proj ec t area. The se initial alternatives will be presented and discussed with the participants , ultim ate ly leading to a preferred alternative by the end of Charrette 1. The preferred alternative will be developed further in Charrette 2. e. Continuous Feedback Online: The ongoing design work will be a dded to the CiviComment community engagement tool, allowing people who can't make it to the Open Studio to review and comment on the design in progress. f. Final Presentation: At the conclusion of Charrette l, the Opticos Team will facilitate a closing presentation to highlight the work done and conclusions made at the charrette. Th e results of Charrette 1 will be uploaded to th e project website. Opticos Design, Inc. E.2 I Create Charrette Summary Memo: Following Charrette 1, the Opticos team will compile a summary memo that will be based on the content of the final presentation. Please note this will be a brief summary (approx. 5-10 pages) and not a lengthy report. Deliverables from Opticos Team: • Facilitate 5-day Charrette 1 • Charrette 1 Outreach Materials (Flyer /Poster) • Charrette 1 Open House Materials (Boards/Presentations) • Charrette 1 Mid-Point "Pin-Up"/Open House • Mobility plan for the charrette alternatives (up to 3 alternatives) • Parking plan for the charrette alternatives (up to 3 alternatives) • Daily posting of updates on project website throughout Charrette 1 • Facilitate gallery presentation to community at 3 points during Charrette • Charrette 1 Closing Presentation • Charrette 1 Summary memo • Facilitate one phone meeting with City Staff to discuss Charrette Summary memo • The Opticos Team will work with City Staff daily to keep them informed of charrette activities, issues and progress. Deliverables from City : • Two City staff to be at the welcome table throughout the Charrette • Key Staff to participate in the charrette at key meetings and presentations • Facilitate attendance by key project stakeholders • Relevant deliverables from City sub-consultants for Fiscal Analysis and Utility Infrastructure, such as: Future ROI and Fiscal Analysis Wet infrastructure demand calculations for the charrette alternatives Wet infrastructure required upgrades for the charrette alternatives Stormwater runoff water-qu a lity concepts for the charrette alternatives Task F: Preferred Alternative & Vision Refinement Purpose: To refine the work from Charrette 1 and the primary project features of the preferred alternative to understand what needs to be studied further in preparation for Charrette 2. 8 F.11 Follow-up teleconference with City Staff: Following Charrette 1, the Opticos team will facilitate a teleconference to review the summary report and the direction from Charrette 1. After incorporating City Staff's comments, the information will be posted on the project website and shared with community members through means such as an informational video. Opportunities for feedback will be ava ilable on the website. F.2 I Visit 7 (1 day incl. travel) Public Open House: The Opticos t ea m will give a short presentation s umm a ry of the results a nd direction from Charrette 1, se t up s t a tions to discuss sub-area topics s uch as parking or coding, and discuss the agenda and Opticos Design, Inc. objectives for Charrette 2. This Visit is an opportunity to plan a Study Session with the Planning Commission. F.3 I Minor Refinements to Preferred Alternative & Vision: The Opticos team will coordinate with city staff on the necessary analyses and/or design refinements to the preferred alternative based on the feedback received during Visit 7. F.4 I Online Feedback: The Opticos team will post the visioning materials, concepts and summary memo online to enable feedback using the CiviComment app. Deliverables from Op ti cos Team: • Teleconference and memo on direction for refinements • Facilitate Public Open House including presentation materials • Coordinate with staff via teleconference for design refinement and analysis Deliverables from City: • Scheduling of stakeholder interviews and venue for Public Open House • Timely responses to questions, memos and/or other materials submitted to City Staff for review and comment or direction Task G: Finalize Vision for the Specific Plan ( 4.5-Day Design Charrette 2) Purpose: To work with the community on refining the results of Charrette 1 and the subsequent direction from the Planning Commission and City Council to further develop the preferred alternative through feedback loops. The 4.5-day, multi-disciplinary charrette will be facilitated by the Opticos Team to enable the City to engage the diverse community and stakeholders in the Project Site and generate the preferred alternative and its key features and details. 9 G.11 Coordinate pre-charrette logistics: The Opticos team will organize and address the logistics of Charrette 2 with City. G.2 I Visit 8: (4.5-days incl. travel) Community Design Charrette 2: The Opticos Team will facilitate and lead the charrette for 4.5 days in a studio set up on or near the project site. Sub-consultants will participate throughout the 4.5 days at designated milestones, for meetings, and presentations. Charrette 2 will include: a. Open House: The Opticos Team will provide an opening presentation to communicate the progress to date and the focus of Charrette 2. This will be done to engage stake hold ers and the public in an informal, open-house format that is highly graphic and interactive. b. Meetings: The Opticos Team will participate in the overall charrette and in daily briefings with the City's project manager and relevant City Staff. c. Open Studio: Open studio is time scheduled at key points throughout the charrette for the public to view and comment on the work produced during the charrette. The Opticos Team will be ava il able to answer questions at designated open studio times Opticos Design, Inc. 10 throughout the charrette. The City will provide two staff members available throughout the open studio times at a welcome table to direct participants and sign people in. d. Continu.ous feedback online: The ongoing design work will be added to the CiviComment community engagement tool, allowing people who can't make it to the Open Studio to review and comment on the design in progress. e. Apply direction from Task F and Develop the Preferred Alternative: The Opticos Team will create, illustrate, and make the refinements for the Project Site to result in the preferred alternative. f. Final Presentation: At the conclusion of Charrette 2, the Opticos Team will facilitate a closing presentation to highlight the work done and conclusions made at the charrette. The results of Charrette 2 will be uploaded to the project website. G.3 I Create Charrette Summary Memo: Following Charrette 2, the Opticos team will compile a summary memo that will primarily be based on the content of the final presentation. Please note this will be a brief summary (approx. 10 pages) and not a lengthy report. Deliverables from Opticos Team: • Facilitate 4.5-day Charrette 2 • Charrette 2 Outreach Materials (Flyer /Poster) • Charrette 2 Open House Materials (Boards/Presentations) • Charrette 2 Mid-Point "Pin-Up"/Open House • Mobility plan for the preferred alternative • Parking plan for the preferred alternative • Daily posting of updates on project website throughout Charrette 2 • Facilitate gallery presentation to community at 3 points during Charrette • Charrette 2 Closing Presentation • Charrette 2 Summary memo • Facilitate one phone meeting with City Staff to discuss Charrette Summary memo • The Opticos Team will work with City Staff daily to keep them informed of charrette activities, issues and progress. Deliverables from City: • Two City staff to be at the welcome table throughout the Charrette • Key Staff to participate in the charrette at key meetings and presentations • Facilitate attendanc e by key stakeholders from the City • Relevant deliverables from City sub-consultants for Fiscal Analysis and Utility Infrastructure, such as: Future ROI and Fiscal Analysis Wet infrastructure demand calculations for the preferred alternative Wet infrastructure required upgrades for the preferred alternative Stormwater runoff w a ter-qu a lity concepts for the preferred altern a tive Opticos Design, Inc. Task H: Preparation of Administrative Draft Specific Plan Purpose: To distill the community's vision, direction and details into a compelling, user- friendly and concise Specific Plan document that guides decision-making and implementation. 11 H.1 I Establish Specific Plan Approach: Based on the direction from Charrette 2, the Opticos Team will provide a draft memo of initial Specific Plan goals and objectives. The approach memo will include a description of the proposed Table of Contents and approach to creating a Specific Plan compliant with State law, including approaches to potentially integrate portions of documents to be replaced by the new Specific Plan. The Opticos Team envisions a visually appealing, streamlined, and easy to use document. This approach proposes to focus the Specific Plan on vision, policy direction and implementation strategies and putting the development standards in the last chapter of the Specific Plan. The Opticos Team will submit the Draft Specific Plan Approach memo to the city for review. H.2 I Final Specific Plan Approach Memo: The City will provide the Opticos Team with a single consolidated, non-conflicting list of comments on the Draft Approach Memo, in Word or pdf format prior to the Opticos Team beginning work on the Specific Plan. The consolidated comment document will give clear direction to the Opticos Team and not leave unanswered questions, and should be submitted to Opticos within 5 working days of receiving the Draft Specific Plan Approach memo. The Opticos Team will then incorporate the City's comments into a final Specific Plan Approach memo to be submitted to the City 5 working days prior to Visit 9. H.3 I Visit 9 (1 day incl. travel) -Confirm Direction for the Specific Plan: Opticos will present the proposed Final Specific Plan Approach memo to the City staff for their review and comment. If acceptable to the City, this Visit can also be done via teleconference to save travel time. During this visit, Opticos will review comments with City staff and confirm the City's direction for preparing the specific plan document. H.4 I Prepare and Circulate Administrative Draft Specific Plan: The Opticos Team will use and rely upon the direction from the tasks above to prepare the Administrative Draft Specific Plan: a. The Opticos Te a m will prepare chapters addressing the topics identifi e d in the Final Specific Plan Approach Memo's Table of Contents, project goals a nd objectives previously drafted, and the visioning and planning from the charrettes. From time to time, the Opticos Team may require City Staff time to research a question or solution proposed by the Opticos Te a m. b. The Opticos Team will coordinate with th e sub-consulta nts to incorporate their technical content into the appropriate se ctions. c. The Opticos T e am will coordinate with the sub -consultants to rece iv e th e ir review and comm e nt prior to fini s hing s e ction s . Opticos Design, Inc. 12 H.5 I Visit 10 (1 day incl. travel) -Meet City Staff to discuss Administrative Draft Specific Plan: Op ti cos will organize meetings with City Staff to discuss the Administrative Draft Specific Plan. The document will be discussed to receive their input at this early stage in the drafting of the Specific Plan. The exact scope and agenda for these meetings will be decided after discussion with City staff, but will cover the following themes: -Background -Vision -Implem e ntation -Zoning and Development Standards If agreeable to the City staff, some or all of these meetings could also be conducted via video conference to save travel time and potentially allocate more time for each meeting. H.6 I Consolidated Comments: The City will provide the Opticos Team with a single consolidated, non-conflicting list of comments on Administrative Draft Specific Plan, in Word or PDF format prior to the Opticos Team beginning Task I. The consolidated comment document will give clear direction to the Opticos Team and not leave unanswered questions that need to be addressed during the Administrative Draft Specific Plan preparation. The Opticos Team is not responsible for responding to or incorporating comments or feedback that are received outside of this consolidated list of comments from the City. The Consolidated Comments should be provided to Opticos within 10 working days of receiving the Administrative Draft Specific Pl a n. H. 7 I Visit 11 (1 day incl. travel) -Meet City Staff to review Consolidated Comments: The Op ti cos team will meet City Staff to discuss the City's comments on the Administrative Draft Specific Plan. H.8 I Form-Based Code Training: Opticos will facilitate up to four training sessions : three for City Staff and one for real tors and developers. Opticos recommends that the four sessions ·be distributed throughout the entire process and will work with City Staff on scheduling. Deliverables from Op ti cos Team: • Specific Plan Appro a ch Memo (draft and final) • Administra tiv e Draft Specific Plan • Facilitate m e etings with City Staff (Two (2) full-day visits; number of meetings to be during those visits to be decided with City staff) • FBC training: up to four ( 4 ), 3-hour se s sions Deliverables from City: • Single, consolid a ted, non-conflicting list of comments on the Administra tive Draft Specific Pl a n within 10 working days of receiving the Administrative Draft Specific Plan. • Attend a nc e a t Form-Based Code tra ining sessions by key City s t a ff Opticos Design, Inc. • Timely responses to questions, memos and materials submitted for review by City Staff Task I: Preparation of Public Review Draft Specific Plan Purpose: Prepare the Public Review Draft Specific Plan. 13 1.1 I Prepare and Circulate Public Review Draft Specific Plan: The Opticos Team will prepare the Specific Plan Public Review Draft based on the consolidated list of comments from the City submitted to the Opticos Team in sub-task H.6. a. The Opticos Team will apply the direction identified in the consolidated comments document to create the Public Review Draft. From time to time, the Opticos Team may require City Staff time to research a question or solution proposed by the Opticos Team. b. The Opticos Team will coordinate with the sub-consultant team to incorporate their technical content. c. The Opticos Team will coordinate with the sub-consultant team to receive their review and comments prior to finishing sections of the Public Review Draft Specific Plan. 1.2 I Visit 12 (1/2 day incl. travel) Planning Commission Public Hearing -Final Review of Public Review Draft Specific Plan: The Opticos Team will facilitate a presentation with the Planning Commission to present a summary of the Public Review Draft Specific Plan for comments and their recommendations. Please note that an additional visit -Visit 14 (1/2 day incl. travel) -will be scheduled if needed, for a second Planning Commission Public Hearing. 1.3 I Visit 13 (1/2 day incl. travel) City Council Public Hearing -Final Review of Public Review Draft Specific Plan: The Opticos Team will facilitate a presentation with the City Council to present a summary of the Public Review Draft Specific Plan and the Planning Commission's recommendation to the Council. Please note that an additional visit -Visit 15 (1/2 day incl. travel) -will be scheduled if needed, for a second City Council Public Hearing. 1.4 I Consolidated Comments: The City will provide the Opticos Team with a single consolidated, non-conflicting list of comments on the Public Review Draft, in Word or PDF format prior to the Optico s Team beginning sub-task I.5. The consolidated comment document will give clear direction to the Opticos Team and not leave unanswered questions that need to be addressed during the Summary Handover Memo preparation. The Opticos Team is not responsible for responding to or incorporating comments or feedback th a t are received outside of this consolidated list of comments from the City. 1.5 I Summary Handover Memo: Optico s will pre pare a memo summa rizing changes required by chapter based on th e Consolidated Comments received (Task 1.4). Thi s Opticos Design, Inc. memo will guide City staff in preparing the Public Hearing Draft Specific Plan. Upon acceptance of this memo by the City, Opticos will provide the City with the electronic files of the Specific Plan document. The City is responsible for incorporating any changes after the Final Public Review Draft Specific Plan. Deliverables from Op ti cos Team: • Public Review Draft Specific Plan • Logistics and presentation materials for Planning Commission and City Council meetings to review Public Review Draft Specific Plan • Summary Handover Memo summarizing changes needed by chapter of the Public Review Draft Specific Plan, upon completion of subtask 1.4 • Attend Planning Commission and City Council meetings to review Public Review Draft Specific Plan (2 Visits total) • Electronic Files of the Specific Plan, upon completing subtask 1.5. Deliverables from City: • Single, consolidated, non-conflicting list of comments on the Specific Plan Public Review Draft • Timely responses to questions, memos and materials submitted for review by City Staff • Organization and scheduling of meetings with City Staff, Planning Commission and City Council Task J: Project Management 14 J,11 Project Management: Opticos will provide project management and coordination of the Opticos Team throughout the process to provide the expertise necessary for each task, stay on schedule and on budget. To do this effectively and within the agreed upon scope of work and budget, the Opticos Team is relying upon clear and frequent communication from City Staff. Opticos will manage sub-consultants on a weekly basis through internal coordination of tasks, progress-reviews, and the project schedule. Opticos will provide bi-weekly progress reports to the City's project manager in form of a one-page memo identifying the following: a. Percentage of work completed on each task b. Accomplishments c. Upcoming work and deliverables d. Target dates for m ee tings and delivera bl es e. Scope-changes or value added f. Input needed from City /others J.2 I Weekly Phone Meetings: The Opticos project manager will meet with the City's project manager via teleconference or GoToMeeting to discuss project strategy and progress, key action items and responsibilities, and the project schedule. Opticos will prepare an agenda and a checklist with action items, responsibilities a nd due dates for relevant team members, a nd will sche dul e and notify attendees of the meetings via calendar invitation s and e-mail. Opticos Design, Inc. J.3 I Ongoing Website and Online Engagement Tools Management: The Opticos and CDI team will manage the website and online engagement tools throughout this process. Deliverables from Op ti cos Team: • Brief meeting agenda/checklist with key discussion items noted and action items for weekly teleconferences or GoTo Meetings with City's project manager • Provide City Staff with phone meeting call-in information • Preparation and distribution of bi-weekly project status reports to the City's project manager Deliverables from City: • Participation in weekly calls with Opticos' project manager • Organization and scheduling of meetings with City Staff, as needed • Timely responses to questions, memos and/or other materials submitted to City Staff for review and comment or direction Assumptions: 1. The City is directly hiring sub-consultants for the following: Economics and Fiscal, and CEQA. We have assumed the infrastructure analysis and proposed infrastructure information from the Specific Plan created by the property owner can be used for this Specific Plan. Opticos will coordinate with the sub-consultants on all tasks but the City is responsible for management and invoicing. 2. The City is also working with a Transportation Consultant, and the Opticos team also has a Transportation Consultant. To avoid overlaps in scope of work, the City will provide Opticos their Transportation Consultant's scope and help Opticos coordinate tasks with the two Transportation Consultant teams. 3. The City is responsible for identifying and scheduling meetings with stakeholders in coordination with Opticos. Opticos will meet with the stakeholders and incorporate their input. Additional Terms: Deliverables, Reviews and Scheduling: 15 • In the interest of environmental considerations, a ll deliverables by the Contractor shall be provided in pdf format, unless otherwise specified in the scope of servic es or mutually agreed upon by both parties. The final Specific Plan deliverable only will be delivered in InDesign format, with linked images attached in jpg, gif or pdf format. Hard copies will not be provided unless specifica ll y noted. • Opportunities for City to review and comment on Contractor's deliverables are provided in the scope of services. Therefore, each submission to City of a Opticos Design, Inc . deliverable shall be considered the final version of that deliverable, although the Contractor can provide further revisions, as needed, for an additional fee. • Contractor's attendance at meetings, conference calls, and visits are included as specified in the scope of services . Attendance beyond that listed in the scope of services can be provided, as needed, for an additional fee. • The final dates for all in-person meetings must be set at least four ( 4) weeks in advance. If any dates are set or changed with less than four ( 4) weeks' notice, Contractor will make its best efforts to attend, but cannot guarantee attendance. City's Responsibilities • City acknowledges and agrees that it has and shall fulfill its responsibilities according to the project plan and schedule, including but not limited to providing base site information and project requirements before design commences, as well as reviewing and providing timely feedback on Contractor's deliverables. • When City's review and comments are required, City will provide comments within seven (7) working days of receiving request, unless otherwise specified in the scope services or on the project schedule or as mutually agreed by both parties. • When City provides review or comments on Contractor's deliverables, such comments will be provided as a single, consolidated, non-conflicting list. Delay, Suspension, Abandonment or Termination of Project by City • City shall provide contractor with 30-days' written notice prior to delay, suspension, abandonment or termination of the Service Order. City shall allow Contractor to complete the services originally scheduled for the 30 days following the notice and shall compensate Contractor in full for those services . Termination • Contractor may terminate this Agreement upon giving City ten (10) calendar days prior written notice for any of the following: (1) breach by City of any material term of this Agreement, including but not limited to payment terms; (2) material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes; (3) suspension of the Project or the Contractor's services by City for more than ninety (90) calendar days, consecutive or in the aggregate. · Schedule • City agrees that Contractor is not responsible for damages arising directly or indirectly from any delays for ca uses beyond Contractor's control and, as a result of such delays, Contractor shall not be deemed to be in breach of this Agreement. City's Satisfaction 16 • The words "satisfactory", "satisfactorily" or "satisfaction" in this Agreement shall be defined as services p e rformed in accordance with this Section 5.2 of this Agreement. Opticos Design, Inc. Contractor's Documents • Contractor's documents, including but not limited to , plans, drawings, specifications, reports, field data, notes, computer files or any data or programs stored electronically, are instruments of professional service. Subcontractors 17 • City hereby authorizes the Subcontractors and their services specified in this Scope of Services and accompanying Fee Table. VALLCO CUPERT INO SPECIFIC PLAN & EIR Fee Ta b l e 22 December 2017 Propo se d Work Plan Opticos Desi gn, In c. Total A Fin al Project Schedule, Scope of Work, and Budget $8,548 8 Project Kick·Off and Review of Ba ckgrou nd Data $31,703 C In itial Site Ana lysis, Backgrou nd St udies, Stakeholde r Outreach and Engagement $72,541 D In itia l SB 35 and Site Capacity Programming $24,152 E Master Plan Visioning and Pre ferred Alt e rnat ive s De velopment IS-Day Co mm un ity $71,442 Desig n Ch a rrette 1) F Pre ferre d Alternative & Vis io n Refinement $18,599 G Finaliz e Vision for the Specific Pla n -(4.5 Day Community Design Cha rrette 2) $63,968 H Prepara tion of Administ rat ive Draft Specific Plan $169,385 I Preparation of Public Review Draft Spe cific Plan $83,502 J Project Management $36,864 K Project Closeout $442 Alta Pl anning + Des ign Bill Lenne rt z UI $0 $3,755 $0 $3,960 $8,880 $0 $61,459 $23,555 $13,460 $0 $6,295 $0 $7,735 $24,225 $0 $4,020 $18,355 $0 $4,615 $20,800 $0 $11,420 $0 $0 $6,180 $0 $0 $10,320 $19,320 $0 $473 $0 $0 !TOTAL $581,147 $110,182 $125,185 $13,460 l of 2 Pay ment Term s and Fee: 1 Contractor shall be paid on a fee basis not to exceed $850,000 for performance of services under th is agreement in accordance with the table above. 2 City shall pay Contractor within 30 days of receipt of invoice. Con tractor reserves the right to issue a notice of payment due on any project when invoices have not been pa id within thirty (30) days after having been rendered. 3 Budge t does not include the following and Co ntractor will not be responsible for any such planning or expenses: • Rental or purchasing fees fo r space or equipment for workshops, charrettes and other meetings {Contractor to bring computers and d rafting supplies); • Food for pa rticipants ot her tha n the design t eam for workshops, charrette and working sessions; • Postage associated w ith public ou t reac h and ma rk eting; and • Installa tion of any and all public outreach media including but not limited to ba nners and signage. 4 Additional Services: Any addit iona l tasks or services performed ou tside of those specified, such as attending additional meetings or completing additional revis ions beyond the hours or number o f revisions specified, shall only commence after written authorization and will be compensated at the hourly rates listed in the fee table {subject to increase by five percen t {5%) on January 1 of each calendar year occurring during the term of this Service Order). Reimbursable expenses and any other actual expenditures made by Contractor in the express interest of the project shall be reimbursed by City at cost plus 10% the amount of the expenditure (5% for subcon t ractors). 5 If delays resulting from causes beyond Contractor's control increase the cost or t ime required by Contractor to pe rform its services in an orderly and efficient manner, Contractor shall be entitled to a reasonable adjustment in schedule and compensation . At minimum, if the project sched ule is extended, additional proj ect management fee w ill be required. Exhibi t C Infras tructure Grand Total $0 $12,303 $0 $44,543 $5,000 $176,015 $0 $30,447 $10,000 $113,402 $0 $40,974 $0 $89,383 $5,000 $185,805 $0 $89,682 $0 $66,504 $0 $915 ~20,000 $849,973 VALLCO CUPERTINO SPECIFIC PLAN & EIR Fee Table : Opticos only 22 December 2017 OpticosDesign,lnc. Proposed Wo rk Pla n Principal SeniorAssociale Associate Senior Designer Analyst Admin Opticos Designer Subtotal Subtotal Oe.sign,lnc. Fees Expenses Total 5275 S2 10 $184 5 168 $152 $152 $100 A Final Project Schedule, Scope of Work, and Budg e t 12hr 12hr 14hr Oh, Ohc Oh, Oh, $8,396 $152 $8,548 Project Kick-Off and Review of Background Data 22hr sh, 70hr 54hr 12 hr Oh, Oh, $31,506 $197 $31,703 Initial Site Analysis, Backgrou nd Studies, Stakeholder Outreach and Engagement 37hr Oh, 94hr 78hr 116hr Ohc Oh, $58,207 $14,334 $72,541 0 Initia l SB 35 and Site Capacity Programming 19hr Oh, 44hr 28hr 40hr Oh, Oh, $24,105 $47 $24,152 Master Plan Vi sioning and Preferred Alt e rnatives Development (S·Day Community Design Charrette 1) 56hr 16hr 54hr 54hc 100hr SOh, Oh, $60,568 SI0,874 $71,442 Preferred At ternati11e & Vision Refinement 14hr 4h, 24hr JO he 28hr Oh, Oh, $18,402 $197 $18,599 G Fina lize Vision fo r the Specific Plan -(4 .S Day Community De sign Charrette 2) 60h, SOh, 62hr 6:zh, SOh, Oh, Ohc $56,424 $7,544 Sfil,968 H Preparation of Administrative Draft Specific Plan 68h, 114hr 235hr 269hr 240hr Oh< Oh, SI67,468 $1,917 $169,385 I Preparation of Public Re11iew Oraft Specific Plan 48hr 54hr 112hr 100hr 140hr Oh, oh, $83,228 $274 $83,502 J Project Management Oh, Oh, 120hr ""' Oh, Oh, Oh, $36,864 $0 $36,864 ' Pro'ectCloseout !he Oh, Oh, Ohc 2h, Oh, Oh, $442 so $44 2 TOTAL 337hr 25 8 hr 829hr 763 hr 728hl SO he Oh, $545,610 $35,537 $581,147 2 of2 Project Schedule Major Timelines < Winter 2017/2018 > Spring 2018 Summer 2018 .... ,f . \ CC SS . A lternative, ~.. a nd Ou tf""t.tc h "-'' \ • •• Scoping Meeting Cupertino City Council Meeting I 19 Dec 2017 Adrnin Draft "t ~, PC SS EIR Draft EIR Fall 20 18 G}i@iMiwbP ~ Pc ~cc ~ ~'" --" .... f PC / CCSS Final EIR Vallco Mall Specific Plan and EIR ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 11/30/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW . THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER , AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Sandy Peters NAME: Dealey, Renton & Associates P.~~N.Tn .,.,,. 626 844-3070 I FA X 199 S Los Robles Ave Ste 540 >r Nn\· Pasadena, CA 91101 ~nMnA~~cc.Speters@dealeyrenton.com Licen se #0020739 INSURERIS\ AFFORDING COV ERAGE NAIC # INSURER A: Travelers Indemnity Co. of Connecti 25682 INSURED OPTIC DESI INS URER s ,Travelers Prooerty Casualty Co of A 25674 Opticos Design , Inc. INSURER c ,XL Specialty Insurance Co. 37885 2100 Milvia Street, Suite 125 INSURER D : Berkeley, CA 94704 510 558-6957 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER· 1673100415 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF IN SURANCE LISTED BELOW HAVE BEEN ISSUED TO THE IN SURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. 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