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18-061 PlaceWorks, Inc., CEQA Environmental Analysis for the De Anza HotelTHIRD AMENDMENT TO AGREEMENT 18-061 BETWEEN THE CITY OF CUPERTINO AND PLACEWORKS, INC FOR CEQA ENVIRONMENTAL ANALYSIS FOR THE DE ANZA HOTEL This Third Amendment to Agreement 18-061 between the City of Cupertino and Placeworks, Inc, for reference 6/9/2020, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Placeworks Inc, a Corporation, etc (“Consultant”) whose address is 3 MacArthur Place, Suite 1100, Santa Ana, CA 92707, and is made with reference to the following: . RECITALS: A. On 4/4/2018, Agreement 18-061 (“Agreement”) was entered into by and between City and Consultant for preparation of CEQA environmental analysis report. B. On 6/10/2019, City and Consultant entered into a First Amendment to the Agreement. C. On 3/24/2020, City and Consultant entered into a Second Amendment to the Agreement. D. The Agreement, First and the Second Amendments are collectively referred to as the “Agreement”, unless otherwise indicated. E. 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 and undersigned parties as follows: 1. Paragraph 2 of the Agreement is modified to read as follows: SERVICES 2.1 Basic Services. Consultant 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 Consultant'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. Consultant further agrees to carry out its work in compliance with the City’s Shelter in Place and Social Distancing Guidelines Requirements, attached here and incorporated as Exhibit A-A. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant 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 Consultant 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 Consultant's Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 2. Exhibit A-A, attached hereto, is added to this Agreement. 3. Paragraph 3 of the Agreement is modified to read as follows: TIME OF PERFORMANCE 3.1 Term. This Agreement begins on Effective Date and ends on June 30, 2021, unless terminated earlier as provided herein (“Contract Time”). 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B-1, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate de lays. If the Services are divided by tasks, Consultant 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-1. 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. Exhibit B to the Agreement is replaced with Exhibit B-1, attached hereto. 5. 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. SIGNATURES CONTINUE ON THE FOLLOWING PAGE IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT By Title Date CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk EXPENDITURE DISTRIBUTION PO #2018-524 100-72-701-750-027 Original $62,485 Amendment #1: $6,196 Amendment #2: $19,772 Amendment #3 $0 Total: $88,453 1224018.1 Terri McCracken Heather M. Minner Kirsten Squarcia 6/24/20 SERVICE AUTHORIZATION AMENDMENT NO. 3 PROJECT NO. COCU-13 DATE 05-26-20 PROJECT NAME De Anza Hotel AGREEMENT BETWEEN: CLIENT City of Cupertino CONSULTANT PlaceWorks STREET ADDRESS 10300 Torre Avenue STREET ADDRESS 3 MacArthur Place, Suite 1100 CITY STATE AND ZIP Cupetino, CA 95014 CITY STATE AND ZIP Santa Ana, CA 92707 CONTACT Gian Martire CONTACT Terri McCracken Hereinafter referred to as “Client.” Hereinafter referred to as “Consultant.” This Amendment No. 3 to an existing agreement for services is made and entered into effective as of the date of signature (“Effective Date”), by and between PlaceWorks (Consultant), a California Corporation, and City of Cupertino (Client). RECITAL The Consultant desires to amend, modify and revise that certain Agreement (“Existing Agreement”) with the Client, entered into on April 4, 2018 to provide Services, as defined therein, and to now amend the Existing Agreement. Except as specifically amended by this document, all other terms and conditions of the Existing Agreement will remain in full force and effect, without modification. Now, therefore, in consideration of the above facts and of the covenants and agreement contained herein, the parties hereto agree that: This contract amendment is to extend the date of the contact through June 30, 2021. Exhibit B-1 Service Authorization | Page 2 CONSULTANT: CONSULTANT PlaceWorks STREET ADDRESS 3 MacArthur Place, Suite 1100 CITY STATE AND ZIP Santa Ana, CA 92707 AUTHORIZED REPRESENTATIVE Terri McCracken TITLE Associate Principal PlaceWork’s Authorized Representative Date CLIENT: CLIENT City of Cupertino STREET ADDRESS 10300 Torre Avenue CITY STATE AND ZIP Cupetino, CA 95014 AUTHORIZED REPRESENTATIVE Gian Martire TITLE Senior Planner Client’s Authorized Representative Date 5/26/20 6/9/2020 Revised: April 30, 2020 – Services Agreements 1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s (“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement (“Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. As long as required by the operative Health Order or other Health Laws, these measures shall include, but are not limited to, the following: 1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to any project site or any work area to workers who are necessary to perform in-person work. Require non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. 2. Distancing. Where workers perform in-person work at a project site or a work area, prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception Revised: April 30, 2020 – Services Agreements 2 of any physical contact required for worker safety or to comply with safety Laws. Prohibit workers from sharing a vehicle. E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. 1229192.7 3rd Amendment_PlaceWorks_De Anza Hotel Final Audit Report 2020-06-24 Created:2020-06-15 By:Abby Ayende (AbigailA@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAj1ITBkF6LUB_SqNvbQUX9i2NjsQHZHC6 "3rd Amendment_PlaceWorks_De Anza Hotel" History Document created by Abby Ayende (AbigailA@cupertino.org) 2020-06-15 - 3:13:19 PM GMT- IP address: 108.204.1.114 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-06-15 - 3:14:17 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-06-16 - 6:07:20 PM GMT - Time Source: server- IP address: 24.23.184.82 Document emailed to Terri McCracken (tmccracken@placeworks.com) for signature 2020-06-16 - 6:07:23 PM GMT Email viewed by Terri McCracken (tmccracken@placeworks.com) 2020-06-16 - 6:07:37 PM GMT- IP address: 206.169.72.182 Document e-signed by Terri McCracken (tmccracken@placeworks.com) Signature Date: 2020-06-16 - 6:08:12 PM GMT - Time Source: server- IP address: 206.169.72.182 Document emailed to Heather M. Minner (heatherm@cupertino.org) for signature 2020-06-16 - 6:08:14 PM GMT Email viewed by Heather M. Minner (heatherm@cupertino.org) 2020-06-20 - 10:50:34 PM GMT- IP address: 45.41.142.145 Document e-signed by Heather M. Minner (heatherm@cupertino.org) Signature Date: 2020-06-20 - 10:50:57 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2020-06-20 - 10:50:59 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2020-06-24 - 5:13:37 PM GMT- IP address: 104.47.45.254 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2020-06-24 - 5:14:16 PM GMT - Time Source: server- IP address: 24.130.171.172 Document emailed to Kirsten Squarcia 6/24/20 (kirstens@cupertino.org) for signature 2020-06-24 - 5:14:18 PM GMT Email viewed by Kirsten Squarcia 6/24/20 (kirstens@cupertino.org) 2020-06-24 - 6:42:44 PM GMT- IP address: 104.47.45.254 Document e-signed by Kirsten Squarcia 6/24/20 (kirstens@cupertino.org) Signature Date: 2020-06-24 - 6:43:04 PM GMT - Time Source: server- IP address: 148.64.105.190 Signed document emailed to cyrahc@cupertino.org, Kirsten Squarcia 6/24/20 (kirstens@cupertino.org), Benjamin Fu (benjaminf@cupertino.org), Araceli Alejandre (aracelia@cupertino.org), and 3 more 2020-06-24 - 6:43:04 PM GMT SECOND AMENDMENT TO AGREEMENT 18-061 BETWEEN THE CITY OF CUPERTINO AND PLACEWORKS, INC FOR CEQA ENVIRONMENTAL ANALYSIS FOR THE DE ANZA HOTEL This Second Amendment to Agreement 18-061 between the City of Cupertino and Placeworks, Inc, for reference dated 3/24/2020, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Placeworks Inc, a Corporation, etc (“Consultant”) whose address is 3 MacArthur Place, Suite 1100, Santa Ana, CA 92707, and is made with reference to the following: . RECITALS: A.On 4/4/2018, Agreement 18-061 (“Agreement”) was entered into by and between City and Consultant for preparation of CEQA environmental analysis report. B.On 6/10/2019, City and Consultant entered into a First Amendment to the Agreement. C.The Agreement and the First Amendment are collectively referred to as the “Agreement”, unless otherwise indicated. D.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 and undersigned parties as follows: 1.Compensation. Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not $88,453.00. ("Contract Price"), as specified in Exhibit C-1, attached and incorporated here. Exhibit C-1 amends Exhibit A & C to the First Amendment, and Exhibit C to the original 4/4/2018 Agreement. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. Paragraph 4.2 of the Agreement is modified to read as follows: Basic Services. City will pay Consultant $88,453.00 (“Lump Sum Price”) for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C-1. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, subConsultant’s costs, materials, supplies, equipment, travel, taxes, overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to the City’s reasonable satisfaction. 2.Exhibit C-1, attached hereto, is added to the Agreement. 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 By Title Date CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk EXPENDITURE DISTRIBUTION PO #2018-524 100-72-701-750-027 Original $62,485 Amendment #1: $6,196 Amendment #2: 19,772 Total: $88,453 1224018.1 Associate Principal 3/26/20 Director of Community Development 3/31/2020 4/2/2020 SERVICE AUTHORIZATION AMENDMENT NO. 2 PROJECT NO. COCU-13 DATE 3-25-20 PROJECT NAME De Anza Hotel AGREEMENT BETWEEN: CLIENT City of Cupertino CONSULTANT PlaceWorks STREET ADDRESS 10300 Torre Avenue STREET ADDRESS 3 MacArthur Place, Suite 1100 CITY STATE AND ZIP Cupetino, CA 95014 CITY STATE AND ZIP Santa Ana, CA 92707 CONTACT Gian Martire CONTACT Terri McCracken Hereinafter referred to as “Client.” Hereinafter referred to as “Consultant.” This Amendment No. 2 to an existing agreement for services is made and entered into effective as of the date of signature (“Effective Date”), by and between PlaceWorks (Consultant), a California Corporation, and City of Cupertino (Client). RECITAL The Consultant desires to amend, modify and revise that certain Agreement (“Existing Agreement”) with the Client, entered into on April 4, 2018 to provide Services, as defined therein, and to now amend the Existing Agreement. Except as specifically amended by this document, all other terms and conditions of the Existing Agreement will remain in full force and effect, without modification. Now, therefore, in consideration of the above facts and of the covenants and agreement contained herein, the parties hereto agree that: Due to the extended timeline for the project, additional comments received prior to the City Council meeting, and the Reconsideration Letter filed after City Council meeting, this contract modification is to supplement the following tasks (listed here and shown on the attached Billing Percentage Complete Table): Project Management and Approval & Notice of Determination. This contract amendment changes the total contract amount as follows. Previous Contract Amount: $68,681.00 Amount of this Amendment: $19,772.00 New Total Contract Amount: $88,453.00 See attached Billing Percentage Complete Table. Exhibit C-1 Service Authorization | Page 2 CONSULTANT: CONSULTANT PlaceWorks STREET ADDRESS 3 MacArthur Place, Suite 1100 CITY STATE AND ZIP Santa Ana, CA 92707 AUTHORIZED REPRESENTATIVE Terri McCracken TITLE Associate Principal PlaceWork’s Authorized Representative Date CLIENT: CLIENT City of Cupertino STREET ADDRESS 10300 Torre Avenue CITY STATE AND ZIP Cupetino, CA 95014 AUTHORIZED REPRESENTATIVE Gian Martire TITLE Senior Planner Client’s Authorized Representative Date 3-25-20 3/26/20 De Anza Hotel IS/MNDBilling Percentage Complete TableTasksLabor Cost Per TaskExpenses Per TaskTotal Orginal BudgetService Agreement Amendment #1Service Agreement Amendment #2Total Revised BudgetTotal InvoicedTotal Remaining Percentage InvoicedPercentage CompleteA. Project Initiation1. Kick‐off Meeting$2,040.00 $40.80 $2,080.80 $2,080.80 $2,116.50 ($35.70) 102% 102%2. Status Meetings $3,700.00 $74.00 $3,774.00 $796.00 $4,570.00 $4,491.83 $78.17 98% 98%3. Project Management$2,555.00 $51.10 $2,606.10 $1,550.00 $3,585.00 $7,741.10 $5,748.98 $1,992.13 74% 74%B. Initial Study 1. Project Description$3,315.00 $66.30 $3,381.30 $872.00 $4,253.30 $4,208.78 $44.52 99% 99%2. Environmental Checklist$28,060.00 $561.20 $28,621.20 $28,621.20 $28,636.31 ($15.11) 100% 100%3.Environmental Documentation Determination$325.00 $6.50 $331.50 $331.50 $0.00 $331.50 0% 0%C. CEQA Document: MND Option1. Mitigated Negative Declaration$9,065.00 $181.30 $9,246.30 $2,805.00 $12,051.30 $12,050.03 $1.27 100% 100%2. Mitigation Monitoring or Reporting Program $920.00 $18.40 $938.40 $388.00 $1,326.40 $1,308.15 $18.25 99% 99%3. Notice of Intent$1,210.00 $24.20 $1,234.20 $581.00 $1,815.20 $1,791.38 $23.83 99% 99%4. Public Review (ERC and PC Meetings) & RTC$6,820.00 $136.40 $6,956.40 $6,956.40 $6,951.30 $5.10 100% 100%5. Approval (CC Meeting) and NOD$1,615.00 $32.30 $1,647.30 $15,391.00 $17,038.30 $9,793.28 $7,245.03 57% 57%Reimbursable Expenses$1,999.00 $1,999.00 $1,999.00 $1,782.13 $216.87 89% 89%Contingency Total Budget $61,299.00 $1,186.00 $62,485.00 $6,196.00 $19,772.00 $88,453.00 $78,879 $9,574 89%89%Total InvoiceExhibit C-1 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Sept. 2019 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 1. 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 injury 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 "primary and non-contributory," will not seek contribution from City’s insurance/self-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 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.  Not required. Consultant has provided written verification of no employees. 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. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Sept. 2019 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: 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 and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 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 10 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, or better. 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 during the Contract term. Subconsultants 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/or 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/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. DATE IMMIDD/YYYY) 0612812019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERT1FIC.'4TE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY ARnEND, 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 INSLIRED, 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). PRODI)CER Marsh Risk & Insurance Services '17901 Von Karman Avenue, Suite 1100 (949) 39G1-5800 License #0437'l 53 Irvine, CA 92614 Alln: NewportBeach.CertRequesl@marsh.conVF: 212-948-4323 CN115158923-01-Of-19-20 CONT ACT NAME: Pi 14 ION 'C. I'?o.Exti: IrAIAC,Nol: E- At VrAi )DR l_- ' -"-" IESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Cnim & Forster Specially Insurance Co 44520 INSuRED PlaceWo+ks, Inc Dba: The Planning Cenfer Design Community & Enviomment 3 MacArlhur Place, Suite 1100 San(a Ana, CA 92707 iwsusep El : Travelers Property Casually Company OTAmerlca 25674 INSURER C : INSURER D : INSLIRER E i INSURER F : COVERAGES CERTIFICATE NUMBER:LOS-002212059-20 REVISION NUMBER: 3 THIS IS TO CERTIFY THAT THE POLICIES OF INSLIRANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCLIMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLuSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF iMMlDDNYYY} POLICY EXP IMMIDDffYYYl LIMITS -/1 x -X COMMERCIAL GENERAL LIABILITY ]CLAIMS.MADE [] OCCUR Bl & PD Ded. $5,000 x x EPKI 27413 oztoitzoig oztovzozo EACH OCCURRENCE S 5,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence)S 50,000 ME € EXP (Any one person)$ 5,000 PERSONAL & ADV INJURY $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER' g;;o;,,i;;€ jB € LoC GENERAL AGGREGATE $ 5,000,000 PRODuCTS-COMP/OP AGG s 5,000,000 Contractors Pollution 5 5,000,000 B ALITOMOBILE LIABILITY X ANY AUTO rl SCHEDULED_ AuTOS ONLY II AUTOS HIRED II NON-OWNE[)_ AUTOS ONLY 0 AUTOS ONLY OWNED x x BA1N96406A19CAG o"iroir:_oig o'irohr;io;io COMBINED SINGLE LIMIT (Ea accidenlj s 1000,000 BODILY INJURY iPer person)s BODILY INJURY (Per accident)I PROPERTY DAM AGE (Pet acciden(l s Comp/Coll Deduclibles S iOOO H x uMBRELu LIAB EXCESS LIAR x OCCUR CLAIMS-M ADE EX6J3287561943 07/Of/2019 07/01/2020 EACH OCCURRENCE s 4,000,000 AGGREGATE s 4,000,000 DED I I RETENT.ON S $ B WORKERS COMPENSATION AND EMPLOYERSa LIABILITf Y , N %,,::4F,(4::::41g;':t%Fgg9ECUTlVE Q IMandatory In NH) IT yes, describe under DESCRIPTION OF OPERATIONS below NIA UB7K7286781 943G 07/Of/2019 07101/2020 " I S\ATUTE I I gR"- E.L. EACH ACCIDENT s 1,000,000 E.L. DISEASE - EA EMPLOYEE s 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Eqors & Omissions-Claims Made Retro Dates: See 2nd Page EPK127413 07/Ov2ot9 07/01/2020 Each Claim/Aggregate 5,000,000 DESCRIPTIONOFOPERATIONS/LOCATIONS/VEHICLES (/.COR€101,AddltionalRemarksScheduleimaybiattachedlfmorsspacelsrequk;d) Re: ISIMND Cupettino CA The City of Cupetllno, its city council, boards and commissioners, officers, employees, and volunteers are included as additional insured where required by witien contract with respect )o General and Auto Liability. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of Ihe operations of the named insured and where required by wiiten contract with respect to General Liability. Waivet of subtogation is applicable where required by wriilen contract with tespect to General end Auto Liability. (.F-RTIFICATE HOLDER CANCELLATION City oT Cuperlino 10300 Toree Ave. Cuperlino, CA 95014 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 of Marsh Risk & Insuraru.e Services Rosalvnda Martinez " _ wvs I " - - - " " - -" " - ' " " - - r'xh I) - - o - - 411!1 @ 1988-20'l6 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD BA1N96406A19CAG Effective 07/01/2019 COMMERCiAL AUTO THIS ENDORSEMENT CHANGES THE POLIC\. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the follovilng: BUS1NEE3S AUTO COVERAGE: FORM GENERAL DESCRIPTION OF COVERAGE - Thts endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions or this endorsement may be excluded or limited by another endorsement to the Coverage Part, end these coverage broadening provisions CIO not apply to the extent fhae coverage is excluded or limited by such an enclorsen'ient. The following listing is a general cover- age description oniy. Limitations and exclusions may apply to these coverages Read all tt'ie provisions or this an- dorsement and the rest or your pollcy carefully to determine rights, duties, and what Is and is not covered, A, BROAD FORM NAMED 1!'118URED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS INCREASED L!MITS F. HIRED AUTO - LIMITE:D WORLDWIDE COV- ERAGE - INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE - GLASS H. HiRED AUTO PHYSICAL DAMAGE - LO88 0F USE: - INCREASED LIMIT 1. PHYSICAL DAMAGE - TRAr'JSPORTATION EXPEfVSES - INCRE.ASED LIMIT J. PERSONAL PROPERTY K, AIRBAGS L- NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERROR8 0R OM18810N8 PROVISIONS A, BROAD FORM NAMED INSURED The following is added to Paragraph 4.1., Who Is An Insured, of SECTION I! - COVERED AUTO3 LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the po(icy period over which you maintain 50% or more ownership interest and that is not separgtely insured for Business Auto Coverage. Coverage under this provision Is afforded on[y un- til the 180th day after you acquire or form the or- ganization or lhe end of the policy period, whic.h- ever is eariier. B. BLANKET ADDITIONAL IN8URED The following is added to Paragraph c. in A."l., Who is An li'isured, of SECTION II - COVERED AUTOS LIABILITY COVERAGE: Any person or organization who Is required under a written contract or agreemerit between yoii and tliat person or organization. that is signed and executed by you before the "5odl!y 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 Liabi)ity Coverage, but only for damages to vihich this insurance applies and on[y to the extent that person or organization qualifies as an "insured" under the Who (s An Insured provision contained in Seclion II, C. EMPLOYEE HIRED AUTO 1. The following is added to Paragr=iph A.t., Who Is An Insured, of SECTION II - COV- ERED AUTOS LIABILITY COVE=RAGE: An "employee" of yours is an "insured" while operatlng an "auto" hired or rented under a contract or agreement in an "emp]oyee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following rep[aces Paragraph b. in B.5., Other Insurance, of SECTION IV - BUSI- NESS AUTO CONDtTlONS: b, For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" yoii lease, l'iire, rent or borrow; and (2} Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 0215 @2015-ilie Travelers Indernnlty Company. All rlghts reaerved- Includes copyrighted 'm;'iterlal or Instirant,e Servicea Offioe, Ino. with Its permfseion. Page 1 of 4 0020ae BA7E37616719CAG Effective 07/01/2019 COMMERCIAL AUTO permission, while perfonning duties related to the conduct of your busl- ness, However, any "auto" that is leased, hired, rented or borrowed with a driver Is not a covered "auto". D. EMPLOYEES AS INSIIRED The following Is added to Paragraph A.t, Wlio is An Insured, of SE:CTION II - COVERED AUTOS LIABILITY COVERAGE: An'} "employee" Of 90LlrS iS an "inSUred" Wlllle LI& ing e covered "auto" you don't own, hire or borrow in your business or your personal affairs. INCREASE:DE, SUPPLEMENTARY PAYMENTS ciurrs t The following replaces Paragraph A.2.a,(2), of SECTfON II- COVERED AUTOS LIABIL- ITY COVERAGE: (2) Up to $3,000 for cost of tail bonds (in- c!uding 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 Peregreph A.2.a.(4), of SECTION II- COVERED Au'roS 11ABIL- ITY COVERAGE: (4) All reasonable expenses inccirred by the 'insured" at our request, including actual 1033 of earnings up to $500 a day be- cause oftime off from work. F. HIRED AUTO - LIMITED WORLDWIDE COV. ERAGE - INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph E1.7., Policy Period, Coverage Territory, of 8EaT!ON IV - BUSINESS AUTO CONDi- TIONS: (5) Anywhere in the world, except any country or jurisdiction while any trode s,gnction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver For a period of 30 days or less and that is not an "ai.ito" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liabiHty company) or members or their households, (a) Witi'i respect to any claim made or "suit" brought outs(de the United States of Amarica, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the "in- sured" against, and investigate or set- tie any such claim or "suit' and keep us advised of ml proceedings end ac- tiOnS. (ii) Neither you nor any other involved "insured" wall make any settlement without our consent. (iii) We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". (iv)We will reimburss the "insured" rOr sums that the "insured" legally must pay ELS damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Pare- graph c., Limits Of Insurance, of SECTION II - COVERED AUTOS LIABlt.lTY COVERAGE, {v) We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense or the "insured" against any such "suit", but only up to and included within the limit described in Para- graph c., Limits (X !nsurance, of SECTION II - COVERED AUTOS LIABILITY COVERAGE, and not iri addition to such limit, Our duty to make such payments ends when we have used up the applicabfe liinit of insurance in payments for damages, setUements or defense expenses. (b) Tl*is Insurance is excess over any valid and collectible other insurarice available to the "insured" whether primary, excess, contlngent or on any other basis. (c) This insurance is not a suListitute for re- quired or compulsory insurance in sny country outside the United States, its ter- riiories end possessions, Puerto Rico and Canatja. Page 2 of 4 @ 2015 The Traveler:i Indemnlty Company. All rights reservetJ. INCLUDES COp7righted material Of Insurartrte Serilces OfflOe, Ink. With it3 permission, CA T3 53 02 15 BA7E37616719CAG Effective 07/01/2019 COMMERCIAL AUTO (,020!!7 You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum (imits required by ioca[ law, Your failure to comply wtth compulsory insurance requirements will not invalidme the coverage afforded by this policy, but we will only be liable to the same extent we viould have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an adinit- te.d or authorized insurer outside the Urmed States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certifk,ates of insurance, or ror compliance in any way with the laws of other countries relating to insurance. G. WAI\/ER OF DEDUCTIE3LE - GLA88 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. H. HIRED AUTO PHYSICAL DAMAGE - LOSS OF USE - lNaREA8ED LIMIT The folfowing replaces the Jast sentence or Pare- graph A.4,ti., Loss Of Use Expenses, of SEC- TION Ill - PHYSICAL DAMAGE COVERAGE: However, the most we yvill pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "acciderlt,", 1. PHYSICAL DAMAGE - aTRAN8PORTATION EXPENSES - INCREASED LIMIT Tiie folJowing replaces the first sentence in Pare- graph A,4.a., Transportation Expenses, of SECTION lit - 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. J, PERSOr=JAL PROPERTY The foliow)ng Is added to Paragraph A,4., Cover- age Extensions, or 8ECTION Ill - PHYSICAL DAMAGE COVERAGE:: Parsonal Property We will pay up to $400 far "loss" to wearing ap- parel and other personal (;iroperty whicti is: (1) Owned by an "insured"; and (2) In or on your covered "auto" TiliS coverage applies Onl9 in the eVent Of a total theft of your covered "auto". No deductibles apply to this Persongl Property coverage. K. A1RE3AGS The following is added to Paragraph B.3., Ex<clu- sions, of SECTION Ill - PHYSICAL DAMAGE COVERAGE: EXCIUSiOn 3.a. dOeS net apply tO "iOSS" tO One Or more airbags in a covered "aiito" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.l,b. and A,tc., bul only: a. If that "auto' is a covered "auto" for Compre- henstve Coverege under this polk,y; b. The airbegs are not covered under any war- ranty; and c. The airbags were not intentionatly inflated. We will pay up to a maximum of $1,000 for any orie "loss". L, NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of 8E:CT10N IV - BU81NE88 AUTO COND1T10N8: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only wmn the "accident' or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership): (c) A member (If you are a limited liabl[ity com- pany); (d) An execiitive officer, director or insurance manager (if you are a c5rporatian or otmr or- ganlzatiOn); Or (e) Any "employee" authorized by you to give no- tfce of fhe "eccident" or "lOSS". M. BLANKET WAIVER OF SUBROGATION The following rep)aces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV - BUSiNE88 AUTO CONDt- TIONS: 5. Transfer Of Rights Of Rscovery Against Others To Ua We waive any right of recovery we may have against any person or orqai'iization to the ex- tent required of you by a written contract signed and executed prior to any "acx;ident" or "loss", provided that the "eccident" or "loss" arises out of operations contemplated by CA T3 63 02 1 5 @ 2015 The Travelers Indemnity COmpen'/. All rlghlS reserved. fncludes copyrighfed material of Insurance Servicea Office, Ina. wffh lie, permission. PElge 3 0f 4 BA7E37616719CAG Effective 07/01/2019 COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISS)ONS The following is added to Paragraph B,2,, Con- cealrnent, Misrepresentation, Or Fraud, of SECTION IV - BUSINESS AUTO CONDITIONS: The unintentional omission or, or unintentional error In, any Information given by you shall not prejudice your rights under this insurance. How- ever this proyision does not affect our righl to col- lect additional premium or exercise our right of cancellation or non-renewal, Page 4 or 4 rf;i 201 5 The Travelers Indetnnlfy Company. All riglits rasarved Includa's copyrighted inaterial orlnsurance Services Office, Inc. with i(s permission. CA T3 53 0215 EPK127413 Effedive 07/01/2019 THIS ENDORSEMENT CHANGES THE POLIO:Y, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LES8EES OR CONTRACTORS COMPLETED OPERATIONS This eridorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY' COVERAGE PART SCHEDULE Name of Additional Person(s) or Organization(s):Location And Description Of Completed Operations Where Required By Written Contract.Where Required By Writtffin Coi'iLract. - Information required to complete this Schedule, if not sl'iovm above, wig) be shown in the D=clarations. A. Section Ill - Who Is An Insured within the Common Provisions is amended to include as an insured the person(s) or organization(s) shown in the Schedule, but only viith respect to liability for "bodily inJury" or "propeity damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional Insured and inctuded Iri the "products-completed operations hazard". ENO320-02-1 1 Page 1 of 1 EPK127413 Term: 7-1-19 to 7-1-20 THfS ENDORSEMENT CHANaES THE POllCY, PLEASE READ IT CAREFUllY, PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED WITH WAIVER OF SUBROGATION This endorsement modifies insurance provided under the fo[(owing: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILIIY COVERAGE PART ERROR8 AND OMISSIONS LIABILITY COVERAGE PART SCHEDULE Nattie OfAdditionai Insured Person(s) or Organization(s) Where Required By Written Contract. A. SECTION Ili - WHO IS AN INSllRED within the Common Provisions is amended to include as an additional insured the persori(s) or organization(s) indicated in the Schedule shown above, but only with respect to liability arising out of "your work" for that person or organization perforrried by you, or by those acting on your behalf. B. As re:spects additional insureds as defined above, this insurance also appiies to "bodily injury" or "property damage" arising out of your negligence when the following wrJen contract requirements are applicable: 1. Coverage available under this coverage part shall apply as primary insurance. Any other insurance available to these additional insureds shall apply as excess and not contribute as primary to the insurance afforded by this endorsement. 2, We waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because of payments we make for injury or damage arising out of "your work' performed under a written contract with that person(s) or organizatiori(s). 3, The term "additional insured" is used separately and not collectively, but the irclusion of more than one "additional insured" sha!l not increase the limits or coverage provided by this insurance. This Endorsement does not reinstate or increase the Limits of Insurance applicable to any "claim" to which the coverage afforded by this Endorsement applies ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCH ANGED. ENOI 47-i 'l 11 Page 1 of 1 4k TRAVELERSJ On TOffiR BQWeE ffARffORD C'T t)SIEII WORKERS COMPENSATION AND ffiPLOYERS LIABILITI POLICY ENDORSEMENT WC 99 03 78 < A). 0 01 POLICY NUMBER:UB-7K728676- 19-43-G WA[VER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CAIIFORNIA (BLANKET WAtVER) We have the right to recover our payments Trom anyone liable for an ?juiy covered by this poliq. We wil) not enforce our right agalnstthe person or arqanization named in the Schedute, The addffioila( premium far this endorsement shall be 2. 00 % Of tlia Caltfarn?a Workers' compensation pre- mlumi !5!chedula Pet'soti or or@arilzatlan Jeib Description WAffER QNHfflE p mai a uffl5i This endorsement changes the policy to whA:h it is attached and % effective on the date issued unless mherwise stated. (The Information be[ow ts required only when this endorsemerit is Fssued subsequent to preparatton of the polfcy. E:ndoisementEffective 07/01/2019 PolicyNo. UB7K728676-19-43-G EndorsementNo. 1 Insurcd Premium / Insurance Company Tt'avelers Property Casualty Countersklned by DATEOF-ISSUE: 06-11-18 STASSlaM:Page 1 of 1 (X)'1746 FIRST AMENDMENT TO AGREEMENT 18-061 BETWEEN THE CITY OF CUPERTINO AND PLACEWORKS.INC. FOR CEOA ENVIRONMENTAL ANALYSIS FOR THE DE ANZA HOTEL This First Amendment to Agreement 18-061 between the City of Cupertino and Placeworks, Inc. for reference dated 6/10/2019, is by and between the CITY OF CUPERTINO, a municipal corporation(hereinafter "City") and, Placeworks, Inc a Corporation("Consultant")whose address is 1625 Shattuck Avenue, Suite 300, Berkeley, CA 94709 and is made with reference to the following: RECITALS: A. On 4/4/2018, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for CEQA environmental analysis. The agreement will expire on 6/30/2019. 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 and undersigned parties as follows: 1. Time of Performance Paragraph 3.1 of the Agreement is modified to read as follows: Term. This Agreement begins on the Effective Date and ends on June 30, 2020. 2. Compensation Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $68,681 ("Contract Price"), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. Paragraph 4.2 of the Agreement is modified to read as follows: Basic Services. City will pay Consultant$68,681 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, sub Consultant's costs, materials, supplies, equipment,travel, taxes, overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction. 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. CON. ANT CITY F CUPE I3y r lay Title Principal City Manager RECOMMENDE R PPROVAL APPROVED AS TO FORM Title L,4r 9L(M yt'-: e-129 City Attorney ATTEST-;- , `� / (—City Clerk EXPENDITURE DISTRIBUTION PO#2018-524 100-71-701-750-027 Original $62,485 Amendment#1: $6,196 Amendment#2: Total: $68,681 EXHIBIT A & C PLACEWORKS SERVICE AUTHORIZATION 1 AMENDMENT NO. 1 PROJECT NO. COCU-13 DATE 06-06-19 PROJECT NAME De Anza Hotel AGREEMENT BETWEEN: CLIENT City of Cupertino CONSULTANT PlaceWorks STREET ADDRESS 10300 Torre Avenue STREET ADDRESS 3 MacArthur Place,Suite 1100 CITY STATE AND ZIP Cupetino,CA 95014 CITY STATE AND ZIP Santa Ana,CA 92707 CONTACT Gian Martire CONTACT Terri McCracken Hereinafter referred to as"Client." Hereinafter referred to as"Consultant." This Amendment No.1 to an existing agreement for services is made and entered into effective as of the date of signature("Effective Date"),by and between PlaceWorks(Consultant),a California Corporation,and City of Cupertino(Client). RECITAL The Consultant desires to amend,modify and revise that certain Agreement("Existing Agreement")with the Client,entered into on April 4, 2018 to provide Services, as defined therein, and to now amend the Existing Agreement. Except as specifically amended by this document,all other terms and conditions of the Existing Agreement will remain in full force and effect,without modification. Now,therefore,in consideration of the above facts and of the covenants and agreement contained herein,the parties hereto agree that: Due to the extended timeline for the project and the multiple revisions to the Project Description,this contract modification is to supplement the followingtasks(listed here and shown on the attached Billing Percentage Complete Table):Project Management,Project Description, Mitigated Negative Declaration,Mitigation Monitoring or Reporting Program,and Notice of Intent. This contract amendment also extends the scope of work submitted to date through June 30,2020. This contract amendment changes the total contract amount as follows. Previous Contract Amount: $62,485.00 Amount of this Amendment: $6,196.00 New Total Contract Amount: $68,681.00 See attached Billing Percentage Complete Table. 3 Mtae:Arthw-Place, SuiLe 1100 1 Santa Aria, California 92707 1 71.4.966,9220 1 PlaceWor-ks.carn CONSULTANT: CONSULTANT Place Works STREET ADDRESS 3 MacArthur Place,Suite 1100 CITY STATE AND ZIP Santa Ana,CA 92707 AUTKORYZED REPRESENTATIVE Terri McCracken TITLE Associate Principal Plac s Authorized Representative Date CLIENT: CLIENT City of Cupertino STREET ADDRESS 10300 Torre Avenue 17 CITY STATE AND ZIP Cupetino,CA 95014 AUTHORIZED REPRESENTATIVE Gian Martire TITLE Associate Planner Client's Authorized Representative D e Service Authorization Page 2 bp 0 o o 0 0 N o o E O O Ln m 00 LO E N O O o a U v 0o Y c N a) 0 0 o o 0 0 o o Qj O O 0 0 00 W � N O O � C a o Ln oo N o m Ln Ln in o tD cc to i, o rn Ln Ln m co m o m o 0p vi oo LD Lri ri �i mri is fr mi to 'c m N Ln .-I m O O H a pp ate+ •� y? an A4 .n m o0 V' lD W lD Ol V} FE r - +4 It, L r r m Vt Vn �n vn in oc y o Ln m oo o w m m Ln o v n �n m n n m o m n n m o m m W vi Di oo LD o LD o .� Ln o Ln n •C r In ON L' V? ON ONl N Nin N N M N Ve 00 O � V} O H O O O O O O O O O O O O p 00 O -! m N L9 m V N cY m O p o/ O V LD m rl 'i " w Ln w �n o0 I, M In N m Ln N .-i In V' dt c0 '� y O I' N lD m c m c0 Ol lD c �D 0) 0c N M 'V' V CO V} N .ti .ti U3 m m Y 0 o o 0 0 o p Y U o 0 0 0 o p C C Ln n O oo oo o0 ppj w r o m m E v v y a �n on w ¢ E c o o o o O o 0 0 o o o p C o0 O -i m N V1 m a N a m O p m O V lD .-i e-I r-i l0 00 V' ID I, 0) . c0 n o 00 N m a' m m In V' Ol cc O m c n o D m N D1 N O1 LD c a 7 N m N m c0 in m V} �'-� w �"� •-I N t9 m V} V} V1 V} N LT V? VT V} V} b p VT V} N O O o O O O O O O O O p N 00 O - m N In m N Y O 4 e4 ID e-I to N (p C 10 t 1, Ln ID LD VT ODri W lDl N m m cp a .y x a +n W O O O O O O O o o o o O p O O O O O O O O O O O O p O O In In O In m o o o m m pi V O Ln N b N o N .-� N .-I m of c Il V1 m c m O cn N oc lD D1 N o Y N m N m co VT 01 D V} Vf V? V) N Vy V} V} VT VT b o a a m o. J V a � � c o E m c o C E a � v c c O c O a v = v v ° a ° D, 13 E o w c v u 2 c � w U p o c ` °° v - ;oQ. o v m ° ° w . Qj, ` v0w � = C) E ov o cr c o ; oc co v uc ° ° a u o v ,n, u ° n -a •E m � aW LEuzaQ .E r = m o a r N n m ni u r ni rr vi s �° X w i i I EXHIBIT .1) Insurajrce Requirements j Design Professionals & Consullanis Contracts ! ConSLlltant shall pr0CLire prior to Coln III encelllelit of Services and inaintain for the duration oft lie contract, at its o\1 n Post and expense, the fol lowing II1SLIN111CF. policies and coverage withcoilipalnes doing business in � Calif , ornia and acceptable to Ci . 4 I INSURANCE POLICIES AND MIvIML)NIS REQ11I.RED 1. Commercial General Liability(CGL) for bodily injury, propert} damage, personal injury liability for roducts and completed operations, contractual liability, and personal and premises operations, p advertising injury with limits no less than S.2,000,000 per occurrence (ISO Form CG 00 01). If a. general agUregate limit applies, either the general aggregate limit shall apply separately to this pro jeet/location (ISO Form CG 25 03 or 25 Oil)or it shill be tvvice the required occurrence limit. i a. It shall be a reclLrirement that any available insurance proceeds broader than or in excess of the specified minirriuni insurance coverage requirernents 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 niaxinuuYl limits ofcoveragge of any insurance policy, tivhichever i.sgreater. b. Additional I11sLired coverage colder Consultant's policy shall be "pi tlild Ilon-ColltribLitoly,"' 1 will not seek ContribUtioll fi-0111 Cit'y's insurance/self=insurance, and shall be at least as broad as ISO Form CG 20 01 (04/l 3). i i 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 requilements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage l shall a150 apl)ly' oil a primary and non-contributory basis for the benefit of City before the City's own iinsurance or self-insurance shall be called upon to protect City as a named insured. I 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. fVorkers'Compensation. As required by the State ofCalitornia. 4vith Statutory Limits and 1 Eniplover's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury ordisease. j O Not Mquired. ha.v pi-ovic.lecl il-rirten verification of tro etnplovees. E 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than S2,000,000 per occurrence or S2,000,000 aggregate. If written on a claims made form: I a.. The Retroactive Date must be shown and must be bef'ol-e the Effective Date of the Contract. l b, Insurance must be maintained for at least five(S)years after completion of theServices. c. I fcovera.re is canceled or non-renewed,and not replaced with another cfairns-made policy forill with a Retroactive Date prior to the Contract Effective Date, the C011SLtltant I11LISt purchase "extended reporting" coverage for a Inininlum of five(S) years after completion of the Services. I OT14ER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and hove all tilt folloNving conditions and provisions: I r:;rh. D-Insurance Requirements 0,Design h-q irssioluiLy& Consullunts(.'nnrracts l"win Updated Feb. 2018 Adtlitivnal 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 police. General I Liability coverage can be provided in the form of an endorsement to C.onSUltatlt'S insurance(at least as broad as ISO Form CC:, 220 10(1 1/85)or both CG '0 10 and CG 20 37 forms. if later editions are use(l). Primau 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 al lowed to expire.,except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums. Waiver of Subrogatiott I Consultant waives all}" right to subrogation against City/Additional Insureds for recovery of damages to the 1 extent said losses are coveted 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 vvork 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. DeductihILs and Self-Insured Retentions i i Any deductible or self-insured retention r11uSt 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 jCity/Additional insureds; or Consultant must shoes- proof of ability to pay losses and costs related investigations. claim administration and defense expenses. The policy shall provide, or be endorsed to 1 provide, that the Self-insured retention may be satisfied by either the insured or the City. _Acc•eputhility of Irrsrtrer,s• insurers must be licensed to do business in California vvith an A.M. Lest Rating of A-VII, orbetter. IVerification of Coverab e 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 I the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right i to demand verification of compliance at any time duringthc Contract term. Suhcons•ultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of 1 this Contract.. including naming the City° as an additional insured on subconsultant's insurance policies. I Higher Insurance Limits If Consultant maintains broader coverage and/or higher lira its than the m inimums shos 'n above,City shall be i entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage i City reserves the right to modify these insurance requirements/coverage based on the nature oFthe risk, prior I experience, insurer or other special circumstances, with not less than ninety(90) clays prior written notice. I L•rh. D-haala•ance Requiremenhy 1b).Desi�>t Pro/i'ssiunals& ('unsid/unts(.`onlruds Forma Updated t d Feb. 3018 2 ACORD� CERTIFICATE QF LIABILITY INSURANCE D06120/DD/YYYY) 06/2612018 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). PRODUCER CONTACT Marsh Risk&Insurance Services NAME: 17901 Von Karman Avenue,Suite 1100 PHONE Ext): ._...... __.___. �A{c Not: (949)399-5800:License#0437153 E-MAIL Irvine,CA 92614 ADDRESS: _ Attn:Newport8eact).CertRequest@rnarsh.corrdF:212-948-4323 INSURERS AFFORDING COVERAGE NAIC# CN115158923-01-01-18-19 INSURER A:Crum&Forster Specialty Insurance Co_ 44520 INSURED PlaceWorks,Inc INSURER B:Travelers Property Casualty Company Of America 25674 -- Dba:The Planning Center INSURER C: Design Community&Enviornment INSURER D: 3 MacArthur Place,Suite 1100 -" Santa Ana,CA 92707 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: LOS-002212059-16 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDL S R POLICY EFF POLICY EXP ILTRR TYPEOF INSURANCE POLICY NUMBER MMlI D/YYYY MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY X X EPK122995 07/01/2018 07/01/2019 EACH OCCURRENCE $ 5,000,000 F OCCUR DAMAGETORENTED— CLAIMS-MADE PREMISES(Ea occurrence).._. $ 50,000 X BI&PD Ded.$5,000 MED EXP(Any one person) )$ 5,000 PERSONAL&ADV INJURY I S 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 X POLICY[�1 PRO JECT F]LOG PRODUCTS-COMP/OP AGG $ - 5,000,000 OTHER: Contractors Pollution $ 51000,000 B AUTOMOBILE LIABILITY X X BA7E37616718CAG 07101/2018 07/01/2019 COMBINED SINGLE LIMIT $ 1,000,000 Ee accident _ _ X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ a T AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ _ AUTOS ONLY AUTOS ONLY 1Per accident) w n"Coll Deductibles $ $1,000 UMBRELLA LIAR X OCCUR (EX6J3287561 B43 07/0112018 07101/2019:tAGGREGATE H OCCURRENCE $ 4,000,000 X EXCESS LIAB CLAIMS MADE I $ 4,000,000 DED RETENTION$ $ B WORKERS COMPENSATION U67K7286761843G 107/0112019PER OTH- AND EMPLOYERS'LIABILITY STATUTE E ANYPROPRIETORIPARTNERIEXECUTIVE YIN N EACH ACCIDENT $ 1,000,000 OFFICERIMEMBEREXCLUDED? ❑N N/A —- (MandatoryinNH) E.L.DISEASE-EA EMPLOYEE`$ _1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT is 1,000,000 A Errors&Omissions-Claims Made EPK122D95 07101/2018 0710112019 Each Claim/Aggregate 51000,000 Retro Dates:See 2nd Page DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached If more space Is required) Re:ISIMND Cupertino CA The City of Cupertino,its city council,boards and commissioners,officers,employees,and volunteers are included as additional insured where required by written contract with respect to General and Auto Liability. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract with respect to General Liability.Waiver of subrogation is applicable where required by written contract with respect to General and Auto Liability, CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 10300 Toree Ave. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Cupertino,CA 95014 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk&Insurance Services Rosalynda Martinez ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD BA7E37616718CAG Effective 07/01/2018 COMIMFPCI A L AUTO �, 1-1 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFUUY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF CC)\IERA(3E—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 andorsement to the Coverage Part, and these coverage broadening provisikow,; do not apply to the extent that coverage is excluded or limited by such an endorsement, The following listing is a general aver- age description oniy, Limitations and exciuslons 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. BROAD FORM NAMED INSURED 1-1. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT 1, PHYSICAL DAMAGE — TRANSPORTATION EPAPLOYEE HiRED AUTO EXPENSES—INCREASED LIMIT D, EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G, WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSION$ PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph AA., Who Is person or organl7ation qualifies as an "insured"` An Insured, of SECTION 11 —COVERED AUTOS under the Who is An Insured provision contained LIABILITY COVERAGE: In Section 11, Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO Ing the policy period over which you maintain I. The following. I,, added to Paragraph A,I,, 50% or more ownership interest and that Is not Who Is An Insured, of SECTION 11 — COV� separately Insured for Business Auto Coverage, ERE©AUTOS LIABILITY COVERAGE: Coverage under this provision Is afforded only un- An "employee" of YOUIS is tin "Insured" while 0(the 1601h day after you acquire or forni the or- operating an "auto" hired or rentiod under a ganization or the end of the policy period, which- contract or agreement in an "em*ployee's" ever is earlier. name, with Your perM 1)ISS10 , While performing duties related to the conduct of your busi- B, BLANKET ADDITIONAL INSURED ness. The following Is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. In B,5,, Who Is An Insured, of SECTION 11 — COVERED Other Insurance, of SECTION IV — 131JOf- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS, Any person or organization who is required tinder b. For Hired Auto Physical Dainage Cover- a written contract or agreement between you and age, the following are, deemed to be cov- that person or organization, that is signed and ered "aljios"you own: executed by you before the "badily Injury" or (1) Any covered YOU lease, hire, "property damage" occurs and that is In effect rent or borrow: and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by Clonal insured is art "Insured" for Covered Autos your "employee" under a contract- in Liability Coverage, but arily for darnages to which an "employee's" name, with your CA T3 53 02 15 *2015 The Travelels Indemnity Company.Ali rights reserved. Page 1 of 4 includes oopyrighlad rnalpflal of I murnnce Sarvicer,Office,I no.mth Its pv,!fn1t;s!on. EPKI22995 Effective 07/01/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE PEAD IT CAREFULLY, ADDITMAL INSURED - OWNERS, UESSEES OR CONTRACTORS - COMPLETED OPERATIOMS This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE ........................... ..................................................-....... .................-1............ .............. Name of Additional Person(s)or Organiration(s): Location And Description Of Completed Oparationss Required Where Required By Written Comract. -u-`-`,,-,d-,-,8-y- W, -en, -C* ...................................... Information required to complete this Schedule, if not shown above,will be shown in the Declarations. .......... A, Section Ill - Who Is An Insured within the Common Provisions is amended to include as an insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property darnago" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsemont performed for that additional insured and InGlu&d In the "products-completed operations hazard", EN0320-0211 PLt I of 1 EPK122995 Effective 07/01/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED WITH WAIVER OF SLIBROGATION This endorsomont modifies insurance provided under the following: COMMERCIAL. GENERAL LIABILITY C(DVERAGE PART CONTRACTORS POLLUTION LIABI LITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART SO HE DUL-F, .................. ............ Nance Of Additional Insured Person(s)or Organizations) ... .........* -- Where Required By Written Contrac.t, ...................................................... .......................... A. SECTION III — WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but only with respect to liability arising out of"your work" for that person or organization performed by you, or by those acting on your behalf. B. As respects, additional insureds as defined above, this insurance also applies to "bodily injury" or "properly damage" arising out of your negligence when the following written contract requirements are applicable: 1, Coverage available Under this coverage part shall apply as primary insurance. Any other insurance available to these additional insureds shall apply as excess and not contribute 05 primary to the insurance afforded by this endorserrient. 2 We waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shovin above because of payments we make for injury or dzimage� arising out of "your work" performed under a viriften contract with that person(s) or organization(s). 3. The term "additional insured" is used separately and not collectively, but tho inclusion of more than one "additional insured" shall not increase the limits or Goverage provided by this insurance. This Endorsement does not reinstate or increase the Limits of Insurance applicable to any "claim" to which the coverage afforded by this Endorsement applies, ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. 171age, 1 of-1 i i i TRAVELERS AWOL. . WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 03 76( A)- 001 POLICY NUMBER: Us-7K728676-18-43-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -- CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be 2.oo % of the California workers' compensation pre- mium, Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO BURNISH THIS WAIVER. a`. o� of 0 o m� O= O^ O i 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 07/01/2018 Policy No. UB7K728676-18-43-G Endorsement No. 1 Insured � Premium Insurance Company Travelers Property Casualty Countersigned by DATE OF ISSUE: 06-11-18 ST ASSIGN: Page 1 of 1 001746 CITY OF MJ DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) jMO WITH PLACEWORKS,INC FOR CEQA ENVIRONMENTAL C U P E RT I N O ANALYSIS AT THE DE ANZA HOTEL 1. PARTIES This Agreement is made and entered into as of April 4, 2018 ("Effective Date"), by and between the City of Cupertino, a municipal corporation("City"), and PlaceWorks, Inc. ("Consultant"), a Corporation for CEQA Environmental analysis for the De Anza Hotel ("Project"). 2. SERVICES 2.1 Basic Services. Consultant 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 Consultant'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 Consultant 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 Consultant 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 Consultant's Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 3. TIME OF PERFORMANCE 3.1 Term.This Agreement begins on the Effective Date and ends on June 30, 2019 , unless terminated earlier as provided herein("Contract Time"). 3.2 Schedule of Performance.All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant 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. Project De Anza Hotel Design Professional Agreement(single)/Rev.Dec.2017 Page 1 of 10 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $62485 ("Contract Price"), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant$62485 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, subConsultant's costs,materials, supplies, equipment,travel, taxes, overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction. 4.3 Additional Services. City has the discretion, but not the obligation,to authorize Additional Services up to an amount not to exceed$ . Additional Services provided to City's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge("Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying,printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the amount due for the preceding month. City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i)name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in 30 minute increments; (iv)the hourly billing rate or Sub- Consultant charge and payment due; and(v) an itemized list with amounts and explanation for all permitted reimbursable expenses. Project De Anza Hotel Design Professional Agreement(single)/Rev.Dec.2017 Page 2 of 10 b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee,partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits,worker's compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City's reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any subConsultants that they are properly licensed,registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License. 5.4 SubConsultants. Unless prior written approval from City is obtained, only Consultant's employees and subConsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all subConsultants to furnish proof of insurance for workers' compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all subConsultants relative to the portion of their work. 5.5 Tools,Materials and Equipment. Consultant will supply and shall be responsible for all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for any violations pursuant to the indemnity provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its SubConsultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant 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. Consultant shall hold in confidence all City information and use Project De Anza Hotel Design Professional Agreement(single)/Rev.Dec.2017 Page 3 of 10 it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product,memoranda, study, report, map,plan, drawing, specification, data, record, document, or other information or work, in any medium,prepared by Consultant under this Agreement("Work Product"),will be the exclusive property of the City and shall not be shown to a third-party without prior written approval by City 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not"works for hire", Consultant and SubConsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details,but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant 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 Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its SubConsultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant's performance, benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 Consultant will provide City full access to Consultant'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 Project De Anza Hotel Design Professional Agreement(single)/Rev.Dec.2017 Page 4 of 10 audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval,which shall not be unreasonably withheld. For purposes of this provision, control means 50%or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY/SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term 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, except signage required by law or this Agreement, 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 or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions, officers, officials, employees, agents, servants,volunteers and consultants (collectively, "Indemnitees"), as follows: a. Indemnity Obligations for Professional Liability. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any and all liability, claims, actions, causes of action, demands or charges whatsoever against any Indemnitee, including any injury to or death of any person or damage to property or other liability of any nature (collectively, "Liability"), that arise out of,pertain to, or relate to the negligence, recklessness,or willful misconduct of Consultant, its officers, officials, employees, agents or SubConsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees, and all other costs and fees of litigation. In addition to its indemnity obligations, Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City,in analyzing, defending, and resolving such Liability. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright,trade secret,trademark, or service mark or other proprictary or intellectual property rights,which arises out of,pertains to, or relates to Consultant's Project De An_a Hotel Design Professional Agreement(single)/Rev.Dec.2017 Page 5 of 10 negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation. C. Claims for Other Liability. For all other liabilities not included in provisions"b" and "c"above, Consultant shall indemnify, defend, and hold harmless the Indemnitees against any and all liability, claims, actions, causes of action or demands whatsoever, including any injury to or death of any person or damage to property, or other liability of any nature arising out of,pertaining to, or relating to the performance of this Agreement by Design Professional, its employees, officers, officials, agents or subconsultants, including liability based on breach of contract, obligations, or warranties, or any unauthorized use or disclosure of City's confidential and proprietary information. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price, to Workers' Compensation claims, or to the Insurance or Bond limits and provisions.Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018, Consultant's duty to pay for any of Indemnitees' defense related costs will be limited to its proportionate share of fault, as determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law,rule or regulation. Project De Anza Hotel Design Professional Agreement(single)/Rev.Dec.2017 Page 6 of 10 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a"public works"component,Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City's Labor Compliance Program and with state labor laws pertaining to working days, overtime,payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant 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. Consultant shall comply with all anti-discrimination laws, including Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its subConsultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant 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. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Gian Martire ,who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City's reasonable approval, Consultant's Project Manager for all purposes under this Agreement will be Terri McCracken , who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City's Project Manager on the Project status,progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. Project De Anza Hotel Design Professional Agreement(single)/Rev.Dec. 2017 Page 7 of 10 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty(30) calendar days written notice to Consultant. Consultant 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. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent(10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty(30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty(30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. 17. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement(or the successors of those authorities). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award 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 will be entitled to reasonable attorney fees and costs. 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 any breach shall not be deemed to constitute waiver of another term, provision, covenant or condition, or a subsequent breach, whether of the same or a different character. Project De Anza Hotel Design Professional Agreement(single)/Rev.Dec.2017 Page 8 of 10 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. 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 this main Agreement and the attachments or exhibits thereto,the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 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 void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms 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 ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery 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 To Consultant:P1aceWorks,Inc. 10300 Torre Ave. 1625 Shattuck Avenue,Suite 300 Cupertino CA 95014 Berkley,CA 94709 Attention:Gian Matire Attention:Terri McCracken Email:Gianm@cupertino.org Email: tmccracken@placeworks.com Project De Anza Hotel Design Professional Agreement(single)/Rev.Dec.2017 Page 9 of 10 27. VALIDITY Or CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23,is signed by the City Manager or authorized designee, and is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right,power, and authority to enter into this Agreement and carry out all actions herein,and that he or she is authorized to execute this Agreement,which constitutes a legally binding obligation of Consultant.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. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CONSULTANT CITY OF CUPERTINO P1aceWorks, Inc A Municipal Corp tt By C' By Name �1-eVe A)Oack Name Aarti Shrivastava Title ?rivAci 17a1 Title Assistant City Manager Date f( Date oT�, - Tax I.D. No.:95-2975827 APP AS TO ORM: RA OLPH STEVENSON HOM Cupertino City Attorney ATTEST: C��rif G CE SCHMIDT City Clerk Project De Anza Hotel Design Professional Agreement(single)/Rev.Dec.2017 Page 10 of 10 PLACEWORKS March 27, 2018 Gian Martire City of Cupertino 10300 Torre Avenue Cupertino,CA 95014 Subject: Scope of Work for the De Anza Hotel Project CEQA Environmental Analysis Dear Gian: Please accept our scope of work to prepare the CEQA-required environmental analysis for the proposed De Anza Hotel Project. Understanding of the Project The City has received an application from the project applicant, De Anza Properties, for the De Anza Hotel Project,which would entail an amendment to the General Plan to allow for the construction and operation of a seven-story hotel with up to 149 rooms. The 1.29-acre project site is located at 10931 North De Anza Boulevard about mid-way between Homestead Road to the north of the site and Interstate 280 to the south of the site. The project site is currently developed with commercial land uses (Goodyear Tire). The proposed De Anza Hotel Project would include 12 at-grade and 173 below- grade parking spaces, and associated landscaping. As described in the project materials provided by the applicant,the proposed project would adhere to all aspects of the City's General Plan land use and Zoning Ordinance regulations; however, an amendment to the City's hotel room allocation, building height,and setbacks would be required. The project site is assigned Accessor Parcel Numbers (APNs) 160-55-015 and 160-55-016, and has a General Plan land use designation of Commercial/Residential (C/R) and Zoning designation of Planned Development General Commercial (P(CG)). The project site is also located in the North De Anza Gateway near the northwest corner of the North De Anza Boulevard and Interstate 280 intersection. As a result of the proposed project, the City has determined that an Initial Study should be prepared pursuant to CEQA Guidelines Section 15063 and 15071. Additionally, based on our prior work in the City, we understand that pursuant to CEQA Guidelines Section 15164, it is possible that an Addendum to the certified Environmental Impact Report(EIR)for the General Plan Amendment, Housing Element Update, and associated Rezoning Project,' could also be prepared. Accordingly, our scope of work below includes the preparation of an Initial Study that could inform either an MND or a General Plan EIR Addendum. 'General Plan Amendment,Housing Element Update,and associated Rezoning Project Environmental Impact Report (EIR),certified by the Cupertino City Council in December 2014 and the addendum to that EIR,approved by the City Council in October 2015,together referred to as the"General Plan EIR"(State Clearinghouse Number 2014032007). 1625 ( I xl J:.k Aver. ',Ikj i I e 300 ' Rerkpie (:a1 for nw 9.4701) 1 5 l( .848 RS',,r PLACEWORKS The certified EIR for the General Plan Amendment, Housing Element Update, and associated Rezoning Project included an evaluation of the project site with a new 250-room hotel and conference facility. The certified EIR evaluated a maximum height of 75 feet with a retail component or up to 145 feet if a future proposed project includes a retail component and provides community benefits. The certified EIR evaluated a Zoning designation change to Planned Development General Commercial (P(CG)) to be consistent with the Cupertino Inn site that is adjacent to the project site. The certified EIR also evaluated the designated gateways, which represent key locations in the city that, with the use of design elements, such as buildings, arches, fountains, banners, signage, special lighting, landscaping and public art, have the opportunity to create a memorable impression of Cupertino. Development in the gateways is required to have high-quality buildings with architecture and materials to reflect the entrances to the City. The certified EIR considered future development in the gateways that foster sustainable development practices, including, but not limited to, locating high-density residential and employment growth near major transportation and transit corridors, concentrating development on infill sites, and promote multi-modal (e.g., bike, pedestrian, transit) transportation opportunities. Accordingly,this scope of work includes an approach to tier from the certified EIR for the preparation of the Initial Study pursuant to CEQA Guidelines Section 15152 (Public Resources Code Section 21094). The Initial Study will address the environmental impacts associated with construction and operation of the proposed De Anza Hotel. A summary of the work program is presented in Table 1. Details about personnel assigned to these tasks, the number of hours per person per task, billing rates, and a breakdown of costs are included in Table 2 under Cost Estimates. O. PROGRAM Tes Protect Initiation&Protect Management 1. Kick-Off Meeting&Site visit 3. Project Management 2. Status Meetings Task B: Initial Study 1. Project Description 3. CEOA Documentation Determination 2. Environmental Checklist TaskC: CEQA Document:Mitigated Negative Declaration Option 1. Mitigated Negative Declaration 4. Public Review&Response to Comments 2. Mitigation Monitoring or Reporting Program 5. Approval&Notice of Determination 3. Notice of Intent Task C: CEQA Document:General Plan EIR Addendum Option 1.General Plan EIR Addendum 2. Approval&Notice of Determination Z The project site was evaluated in the General Plan Amendment,Housing Element Update,and associated Reza ning Project Environmental Impact Report(EIR)as Study Area 1(Cupertino Inn and Goodyear Tire). March 27,2018 I Page 2 PLACEWORKS Exhibit A Work Scope Task A. Project Initiation and Project Management This task is structured to build a framework for coordination among team members. Close communication and efficient information sharing will facilitate preparation of a thorough, legally defensible environmental review document on an optimized timeline. 1. Kick-Off Meeting and Site Visit PlaceWorks will attend a kick-off meeting with City staff to discuss expectations and concerns, and to review key issues, information needs, work products, and delivery schedule. The data to be used for environmental impact analysis will also be reviewed at this meeting to ensure it is fully aligned with that used on other recent and ongoing projects in the vicinity of the proposed project. An appointed time for subsequent status meetings will be established at the kick-off meeting per Task A.2 described below. After the kick-off meeting, PlaceWorks staff will visit and photograph the project site, paying particular attention to features and issues identified at the kick-off meeting. Deliverables: One(1)copy of the Revised Project Schedule in PDF format to City » One(1)copy of the Data Needs Memorandum in PDF format to City 2. Status Meetings We propose that a status meeting be held at a regular time interval from project start-up through to publication of the environmental review document in order to maintain close, effective communication between project team members and to ensure that obstacles to progress are addressed and resolved in a timely manner. PlaceWorks staff will set up a conference line and at the appointed time, City staff and PlaceWorks' team members will dial in to discuss and resolve any obstacles to progress. PlaceWorks staff will prepare and maintain a Project Schedule and an Action Item List that will serve as the basis for the status meetings.The Action Item List will identify: ■ Subject ■ Responsible Party ■ Issue ■ Due Date ■ Action Required ■ Status The status meetings are intended to be focused discussions bringing together City staff, PlaceWorks, and other team members as needed. The status meetings would be in addition to regular email and phone communication between project team members. 3. Project Management In addition to coordinating the regular conference calls, Terri McCracken, Associate Principal, will serve as the day-to-day contact for project management and will be supported by Claudia Garcia, March 27,2018 1 Page 3 PLACEWORKS Associate.Terri will be responsible for overseeing the budget,schedule and overall team coordination throughout the preparation of the environmental review document(i.e., MND or EIR Addendum). Task B.Initial Study 1. Project Description PlaceWorks will draft a Project Description using graphics and textual information provided by the applicant. The Project Description will include detailed information on project features including, proposed improvements and new construction, building sizes and heights, circulation patterns, and intended uses. In addition, the Project Description will describe the entitlement approvals necessary to process the project. We will submit one (1) copy of the Administrative Draft Project Description in Word and PDF formats for review and approval by City staff prior to beginning the environmental review for the project. 2. Environmental Checklist Using the City-approved Project Description, PlaceWorks will prepare the Environmental Checklist that documents existing conditions, project impacts (if any), and mitigation measures (if required), as well as the resulting level of significance for potential impacts under each of the topical areas required under CEQA. The Environmental Checklist will be prepared using the standards in Appendix F, Energy Conservation, and Appendix G, Environmental Checklist, of the CEQA Guidelines as amended per Assembly Bill 52 (Tribal Cultural Resources) and the California Supreme Court in a December 2015 opinion [California Building Industry Association (CBIA) v. Bay Area Air Quality Management District (BAAQMD),62 Cal.4th 369(No.S 213478)]to address environmental impacts related to the proposed project. CEQA permits the exclusion of environmental issues on which it can be ascertained with certainty that the project would have no significant negative impact. Accordingly, the Environmental Checklist will only briefly address those issue areas that would not be impacted by the proposed project or where it can be demonstrated that regulatory standards and standard conditions of approval will address the checklist significance criteria. Based on the project location and previously developed nature, it is expected that the following environmental topics of agricultural, forestry, and mineral resources will be briefly addressed and dismissed from detailed analysis. Furthermore, CEQA and the CEQA Guidelines encourage the use of tiered environmental documents to reduce delays and excessive paperwork in the environmental review process, our evaluation will concentrate on project-specific issues of the De Anza Hotel. In doing so,the Environmental Checklist will eliminate repetitive analyses of issues that were adequately addressed in the General Plan EIR and where appropriate will incorporate those analyses by reference. In keeping with the requirements of the CEQA, the Environmental Checklist will include a detailed analysis to determine the environmental impacts of the following resource categories: a. Aesthetics PlaceWorks will use its expertise in urban design and visual assessment, and its familiarity with the visual resources in the project vicinity, to analyze potential aesthetic impacts associated with the project. The analysis will focus on the visual compatibility of the proposed improvements and new construction with the surrounding land uses. This analysis will need to pay careful attention to any March 27,2018 1 Page 4 PLACEWORKS visual impacts created by the height, massing, and scale of the proposed project components. As previously stated, the certified EIR evaluated a maximum height of up to 145 feet if a future proposed project includes a retail component and provides community benefits. Additionally, the project site is located in the North De Anza Gateway,which under the City's General Plan,development in gateways are required to have high-quality buildings with architecture and materials befitting the gateway character of the site,and include public art. b. Air Quality, Community Risk and Hazards,and Greenhouse Gas Emissions PlaceWorks will conduct a Criteria Air Pollutant Emissions, Greenhouse Gas (GHG) Emissions, and Community Risk and Hazards analysis to evaluate proposed air quality and GHG impacts of the proposed project. The analyses will be prepared in accordance with the Bay Area Air Quality Management District's (BAAQMD) CEQA Air Quality Guidelines. The approach outlined below is based on BAAQMD's Guidelines and screening tables for project-level analyses. PlaceWorks will evaluate air quality and GHG impacts for construction and operational activities based on the current methodology of the BAAQMD for projects in the San Francisco Bay Area Air Basin (SFBAAB). Project-level impacts of the proposed project will be based on the level of information available. The air quality and GHG analysis will provide an estimate of short-term and long-term emissions using the California Emissions Estimator Model (CalEEMod). The technical analysis will be integrated with the environmental analysis, and modeling datasheets will be included as an appendix to the Initial Study. Construction-Related Emissions:The air quality and GHG emissions technical analysis will provide an estimate of short-term criteria emissions generated from construction activities associated with new hotel development. Modeling assumes construction of the proposed project for up to two development phases. Modeling will be based on the construction schedule for the two construction phases, preliminary list of construction equipment per construction subphase, demolition quantities and duration, and soil export volume, if necessary, provided by the City and/or applicant. Where information is unavailable, we will use CaIEEMod defaults, as appropriate, and work with the City and/or applicant to develop the worst-case construction assumptions. Emissions will be compared to the BAAQMD significance criteria. The Initial Study will identify additional measures to reduce potential construction-related impacts. Off-site Construction Health Risk: BAAQMD has identified screening sizes for projects that generate a de minimis level of toxic air contaminants (TACs) and fine particulate matter (PM2_5) emissions. The community risk and hazards impacts are highly sensitive to proximity of the nearest off-site sensitive receptor. Construction activities are within 40 meters (132 feet) of sensitive uses at the existing residences at the Aviare Apartments across North De Anza Boulevard and 130 meters (430 feet) of multifamily homes on Celeste Circle, and a full analysis of the project's off-site community health risk (toxic air contaminants and PM2.5) would be warranted. BAAQMD's local community risk and hazard impacts for construction activities will focus on the impact of the project to sensitive receptors in the surrounding area. The risk assessment will incorporate the emissions inventory for construction emissions in order to evaluate the concentration of TACs and PMZ_5 generated at the nearest off-site sensitive receptor. Dispersion modeling will be performed using a BAAQMD-accepted computer-based model (e.g., ISCST3 or AERMOD)to determine ground-level concentrations of hazardous air pollutants at the project site. Cancer and toxicity data published by California Environmental Protection Agency (Cal-EPA) will be used to estimate long-term and short-term (acute) health risks for off-site sensitive March 27,2018 1 Page 5 PLACEWORKS receptors. Mitigation measures to reduce potential health risk to adjacent sensitive uses will be identified if needed. Criteria Air Pollutant and GHG Emissions Inventory and Forecast: The proposed project would generate an increase in criteria air pollutant and/or GHG emissions from transportation sources, energy (natural gas and indirect emissions from purchased electricity), area sources (landscape emissions, consumer products); indirect emissions from water use and wastewater generation; and indirect emissions from waste disposal. Emissions will be modeled with CalEEMod and incorporated the environmental analysis. Criteria air pollutant and GHG emissions will be compared to the BAAQMD significance thresholds. Air Quality Management Plan Consistency, CO Hotspots, and Odors:The SFBAAB is in nonattainment for particulate matter and for ozone. Consistency with BAAQMD's air quality management plan to attain the federal and state ambient air quality standards will also be discussed.The project would not generate enough traffic to warrant a detailed carbon monoxide hotspot analysis or generate substantial odors;therefore, a detailed analysis compared to BAAQMD's carbon monoxide thresholds and odor impacts is not necessary and impacts would be handled qualitatively. Project Consistency with Plans Adopted to Reduce GHG Emissions: The GHG section will discuss the GHG reduction goals of Assembly Bill 32 (AB 32),Senate Bill 32 (SB 32)and Senate Bill 375(SB 375).To achieve the GHG emission reduction targets of AB 32, California Air Resources Board (CARB) has prepared the 2017 Climate Change Scoping Plan to address reducing GHG emissions identified in SB 32.3 In addition, the Metropolitan Transportation Commission (MTC) and Association of Bay Area Governments(ABAG) have identified regional per capita transportation targets for passenger vehicles under SB 375. Plan Bay Area 2040 (the region's Sustainable Community Strategy) was adopted in July 2017, and the City of Cupertino adopted a Climate Action Plan in 2015. The Initial Study will include a consistency evaluation of the project with these applicable plans adopted for the purpose of reducing GHG emissions. c. Biological Resources Given the urbanized nature of the project site, the biological resources discussion will focus on the mitigation measures from the General Plan EIR addressing the potential for disturbance of avian nests, protected by the federal Migratory Bird Treaty Act and California Department of Fish and Game Code. d. Cultural Resources The project site currently includes a commercial land use(Goodyear Tire)that does not fall within the over 45-year age limits established for historical resources that should be included in the OHP filing system the California Register of Historical Resources.4 While the project site is currently developed and the cultural resources study prepared for the General Plan EIR did not identify any known archaeological deposits on the project site, the site could still contain subsurface archaeological deposits, including unrecorded Native American prehistoric archaeological materials. PlaceWorks will evaluate the potential for disturbance of unknown buried paleontological and archaeological resources, including human remains and tribal cultural resources pursuant to Assembly Bill 52. In 3 The new interim GHG emissions target is to reduce GHG emissions by 40 percent below,the GHG emission levels that were released in the year of 1990 by the year of 2030. 4Office of Historic Preservation,Instructions For Recording Historical Resources,March 1995,page 2. March 27,2018 1 Page 6 PLACEWORKS addition, because the proposed project includes a General Plan Amendment, PlaceWorks will assist the City with compliance with Senate Bill 18 (Tribal Notification). PlaceWorks can request a current records search with the Northwest Information Center if necessary. e. Geology and Soils The Environmental Checklist will provide an overview of current geologic/soil conditions at the project site and an evaluation of the potential for the proposed project to result in significant direct and/or indirect environmental impacts related to geology and soils.This section will be prepared pursuant to the Supreme Court's 2015 ruling in CBIA v BAAQMD and will not address impacts related to earthquake faults. It is assumed that a project-level geotechnical report will be prepared for the project. PlaceWorks will incorporate the findings of the project-specific geotechnical report into the Initial Study and potential impacts will be identified and evaluated;and where appropriate, mitigation measures may need to be developed.The section will be prepared under the direction of a Registered Geologist in the State of California. f. Hazards and Hazardous Materials PlaceWorks will evaluate safety environmental hazards associated with hazardous materials, hazardous waste disposal, airport safety, emergency preparedness, and wildland fire per the CEQA Guidelines. This section will include a current database search of the site and nearby properties that use, store, or transport hazards of hazardous materials. Recognized environmental concerns will be evaluated and addressed in this section, along with other past site activities, and proposed construction and development activities, the presence/absence and significance of hazardous waste risks, and recommendations for remediation measures, as appropriate. The General Plan EIR did not find any hazardous material release sites in close proximity to the project site. g. Hydrology and Water Quality The section will identify and evaluate issues relating to surface and groundwater hydrology, site drainage, storm water pollution prevention during construction and operation, and best management practices. Other federal, State, local, and regional programs and regulations that are applicable to the project also will be included.The section will conclude with a discussion of the potential water quality impacts attributable to the proposed project, based on applicable significance criteria. PlaceWorks will review the applicant-prepared civil plans(grading, drainage, and stormwater control)dated March 16, 2018 for the evaluation. Because more than 1 acre of land will be disturbed during construction, the applicant must also file Permit Registration Documents with the State Water Resources Control Board and prepare a Stormwater Pollution Prevention Plan. The Initial Study will explain the regulatory requirements to ensure water quality is not adversely impacted; however, the preparation of these documents are not part of this scope of work and are not required to prepare the Initial Study. The documentation of best management practices, including source control, site design, and stormwater treatment measures that have been provided by the applicant, will be described in this section along with the proposed low impact development measures.The results of the hydrology and water quality studies will be documented and included in this section that will be prepared under the direction of a Registered Engineer in the State of California. h. Land Use and Planning The existing "character' of the project site and existing onsite and surrounding land use and zoning designations will be described. The general consistency of the project with applicable plans will be March 27,2018 1 Page 7 PLACEWORKS described, although a detailed policy analysis is not proposed. The Initial Study will focus on whether the project will divide an existing community or would be inconsistent with policies adopted for the purposes of avoiding or reducing significant environmental impacts,as required by CECA. i. Noise and Vibration PlaceWorks will evaluate potential noise and vibration impacts for the construction and operational phases of the proposed project. We will use our experience and knowledge of similar noise environments to characterize the existing conditions for the project area, with particular attention being paid to the traffic flows on adjacent/nearby roadways. PlaceWorks will assess existing conditions and identify the nearest sensitive receptors and other pertinent environmental characteristics; based on aerial photography, site plans, and project site photos. Based on an initial review, the project site is within close proximity to residential areas (40 meters (132 feet) of sensitive uses at the existing residences at the Aviare Apartments across North De Anza Boulevard and 130 meters(430 feet)of multifamily homes on Celeste Circle) and adjacent to North De Anza Road. Given this environment and the dominance of traffic flows, ambient conditions will be evaluated via the traffic noise analyses (discussed below) and no field measurements of ambient noise levels are indicated. PlaceWorks will make an assessment of temporary noise and vibration impacts during site preparation and project construction activities using industry-standard analysis techniques and using scheduling, equipment mix, hauling, and truck trip information as provided by the City and/or applicant. At this juncture of the development, it is assumed that no pile driving would be needed. Long-term, operational noise impacts will be primarily related to project-generated traffic flows. Traffic noise impacts to uses along nearby roadway segments will be with input parameters based on traffic forecasts included in the project's traffic study. Other, on-going noise sources at the site (such as such as heating,ventilation, and air conditioning(HVAC) units, maintenance activities, and periodic truck movements) are expected to be of secondary importance to the traffic impacts and will be discussed qualitatively. Potential noise and vibration impacts will be evaluated according to applicable City of Cupertino's noise and vibration criteria included in the City's General Plan and Municipal Code. Mitigation measures to reduce noise and vibration impacts will be recommended, as necessary, to reduce potential impacts to less-than-significant levels. The findings of the technical analyses and impact assessment will be provided in the noise and vibration section of the Initial Study for the proposed project. Pertinent calculations and technical information will be provided in an appendix to the Initial Study. j. Population and Housing PlaceWorks will summarize the population and housing impacts that would result from the project, including on an assessment of indirect impacts associated with proposed non-residential development. k. Public Services and Recreation PlaceWorks will evaluate the potential need for expanded public services as a result of the proposed project, including law enforcement and fire protection. It is not anticipated that the users of the hotel March 27,2018 1 Page 8 PLACEORKS would routinely use the City's public facilities such as schools, parks and libraries. As part of this evaluation, PlaceWorks will contact service providers for background information, assistance with impact assessments,and mitigation recommendations, if necessary. I. Transportation and Traffic PlaceWorks will incorporate the City-approved traffic impact analysis prepared for the proposed project by Hexagon Transportation Consultants under a separate contract with the project applicant to prepare this section to describe the traffic impacts from the project, potential cumulative projects that may affect traffic in the area and potential concerns related to traffic and bicycle/pedestrian circulation. The traffic section will be prepared under the supervision of a Registered Traffic Engineer in the State of California. The results of the traffic analysis, background information and calculations will be included in the appendix to the Initial Study. m. Utilities and Service Systems PlaceWorks will evaluate potential impacts related to wastewater treatment and water supply infrastructure,stormwater infrastructure,solid waste disposal and energy conservation.As part of this evaluation, PlaceWorks will contact utility providers for background information, assistance with impact assessments,and mitigation recommendations, if necessary. 3. CEQA Documentation Determination PlaceWorks will submit the Environmental Checklist, along with appended information to the City for review. Following the City's review of the Environmental Checklist we will meet with City staff to determine the next steps in the CEQA process to confirm whether the preparation of the MND or the EIR Addendum is the appropriate CEQA document. Deliverables: » One(1)copy of the Administrative Draft and Final Project Description in Word and PDF format » One (1) copy of the Administrative Draft Environmental Checklist in Word and PDF format and appendices in PDF format Task C. CEQA Document. Mitigated Negative Declaration Option 1. Mitigated Negative Declaration If it is determined that potential impacts from construction or operation of the project can be avoided through changes to the project, or mitigated to less-than-significant levels in accordance with CEQA Guidelines Section 15070, an MND form will be completed. PlaceWorks will prepare a Screencheck Draft version of the Initial Study responding to City comments on the Administrative Draft document described in Task B.2 and a Public Review Draft per any minor City comments on the screencheck draft. 2. Mitigation Monitoring or Reporting Program Concurrent with the preparation of the MND, we will prepare a Mitigation Monitoring or Reporting Program (MMRP)for the mitigation measures included in the Environmental Checklist pursuant to the March 27,2018 1 Page 9 PLACEWORKS City's policies and procedures. The MMRP, shown in tabular form, will identify responsibility for implementing and monitoring each mitigation measure, along with monitoring triggers and reporting frequencies. 3. Notice of Intent PlaceWorks will draft a Notice of Intent(NOI)of an MND pursuant to CEQA Guidelines,Section 15072. PlaceWorks will work together with the City to prepare a master distribution list. PlaceWorks staff will be responsible for circulation to the State Clearinghouse, and mailings to local, regional and state agencies.City staff will be responsible for local noticing. Deliverables: » One (1) copy of the Screencheck Draft and Public Review Draft of the IS/MND in Word and PDF format(technical appendices will be provided in PDF format) » One (1) copy of the Administrative Draft and Public Review Drafts of the NOI and MMRP in Word and PDF format » Twenty (20) hard copies with the technical appendices on compact disc (CD) attached, and one (1)copy of the Public Review Drafts of the N01, IS/MND,and MMRP in Word and PDF format » Fifteen (15) hard copies of the NOI, IS/MND, and MMRP, and compact discs (CDs) with the complete IS/MND and technical appendices attached to the State Clearinghouse 4. Public Review and Response to Comments A maximum 30-day public review period will be required under CEQA if the notification of a State Agency(s) is determined to be necessary. During this period, Steve Noack or Terri McCracken of PlaceWorks will attend two (2) public meetings (Environmental Review Committee and Planning Commission)to present the conclusions of the IS/MND and receive comments on the document. Following the close of the public review period, PlaceWorks will respond to substantive comments received on the IS/MND in a memorandum form.This scope of work includes 20 hours of staff time to respond to comments in an Administrative Draft Response to Comments Memorandum. If an unforeseen amount of time is required to address comments received on the IS/MND, a contract amendment will be required. We will prepare an Administrative Draft Response to Comments Memorandum for review by City staff. Based on City staff comments, we will complete revisions and deliver a Final Response to Comments Memorandum. In order to be responsive to all comments, PlaceWorks will prepare a Late Response to Comment Memo as needed. Assuming fewer late comments would be submitted, our scope includes up to 10 hours of staff time to prepare the Late Response to Comments Memo. Same as the Response to Comments Memo,we will prepare an Administrative and Final Draft of this memo. Deliverables: » One(1)copy of the Administrative Draft and Final Response to Comments Memorandum in Word and PDF format » One (1) copy of the Administrative Draft and Final Late Response to Comments Memorandum in Word and PDF format March 27,2018 1 Page 10 PLACEW®RKS 5. Approval and Notice of Determination Steve Noack or Terri McCracken of PlaceWorks will attend one(1) public meeting(City Council)on the approval of the project and IS/MND. Following approval of the IS/MND and within 5 days of approval of the project, PlaceWorks will prepare a Notice of Determination (NOD) for submittal to the County Clerk. City staff will submit the NOD to the County Clerk and pay all applicable filing fees at the time of posting.The budget does not include payment of any filing fees or posting of the NOD at the County Clerk. Deliverables: One(1)copy of the NOD in Word and PDF format One(1)copy of the Final IS/MND in Word and PDF format Task D. General Plan EIR Addendum Option 1. General Plan EIR Addendum If it is determined that only minor technical changes or additions to the previously certified EIR are necessary from construction or operation of the project and there are no new or substantially more severe significant impacts, in accordance with Section 15164 of the State CEQA Guidelines, an Addendum to the General Plan EIR will be prepared. PlaceWorks will prepare an Administrative Draft Addendum and a Final Draft revised per City comments on the Administrative Draft. 2. Approval and Notice of Determination Within 5 days of approval of the Addendum and the proposed project, PlaceWorks will prepare an NOD for submittal to the County Clerk. City staff will submit the NOD to the County Clerk and pay all applicable filing fees at the time of posting.The budget does not include payment of any filing fees or posting of the NOD at the County Clerk.Steve Noack or Terri McCracken of PlaceWorks will attend up to two (2) public meetings (Planning Commission and City Council) on the approval of the project and the Addendum, if necessary. Deliverables: One (1)Administrative Draft and Final Draft of the Addendum in Word and PDF format One(1)copy of the NOD in Word and PDF format Schedule, Products, and Meetings SCHEDULE PlaceWorks staff will work with the City staff to prepare a schedule at the Kick-off Meeting. As shown on Figure 1,Schedule,we anticipate that the IS/MND option can be completed and approved within a 6-month period and the Addendum option can be completed within a 4-month period. PlaceWorks understands the schedule is dependent on the completion of the traffic study prepared by the applicant's traffic consultant (Hexagon). PlaceWorks has a strong track record in meeting project schedules and coordinating closely with its clients. Over years of managing projects similar to the proposed project, we have developed a variety of tools and tactics to keep projects on schedule and March 27,2018 1 Page 11 PLACEWORKS ensure that staff is well informed at all times.We will maintain an up-to-date schedule throughout the project,to ensure that all team members are aware of upcoming meetings and product due dates.As detailed in Task A.2, we recommend regular status meetings and the use of project management tools including regularly maintained action item list and schedule to ensure clear communication between project team members and quick resolution of obstacles to progress. PRODUCTS The following products will be submitted to the City in fulfillment of our proposed scope of work: ■ Revised Project Schedule ■ Data Needs Memorandum ■ Administrative Draft and Final Project Description ■ Administrative,Screencheck Draft and Final N01, IS/MND,and MMRP(if the selected option) ■ Administrative and Final Response to Comments Memorandum (if the selected option) ■ Administrative and Final EIR Addendum(if the selected option) ■ Administrative Draft and Final Notice of Determination MEETINGS PlaceWorks will attend the following meetings in fulfillment of our proposed scope of work: ■ Terri McCracken and Claudia Garcia will attend one(1) kick-off meeting ■ Terri McCracken and Claudia Garcia will participate in up to ten (10) regularly scheduled Status Meetings.Steve Noack will participate on an as needed basis up to three(3)meetings. ■ Terri McCracken and Claudia Garcia will participate in (1) CEQA documentation determination meeting ■ Steve Noack or Terri McCracken will attend one (1) Environmental Review Committee and Planning Commission meeting to receive comments on the IS/MND(if the selected option) ■ Steve Noack or Terri McCracken will attend one (1) City Council meeting on the approval of the project and IS/MND(if the selected option) ■ Steve Noack or Terri McCracken will attend one (1) Planning Commission and City Council meeting on the approval of the project and Addendum (if the selected option) Attendance at additional hearings would be billed on a time and materials basis with an estimated cost of$800 per meeting. Exhibit C Cost Estimate As shown in Table 2, the greatest estimated cost to complete the CEQA review for the proposed project would be for the IS/MND option, which is a grand total of$62,485. Please note that because either Task C option (IS/MND or General Plan EIR Addendum) could be selected, the grand total shown in Table 2 does not include the cost to prepare the General Plan EIR Addendum option of $9,246 to avoid double counting. The billing rates for each team member are included in Table 2. PlaceWorks bills for its work on a time-and-materials basis with monthly invoices. PlaceWorks recommends planning for a 5 to 10 percent (i.e., $3,125 or $6,249) contingency fund to cover any unforeseen out-of-scope work that might be necessary for the project. March 27,2018 1 Page 12 \ k E � ® n # tto \ o a # `■ ! O V � Q m \ S i .J a a � # � k k k # k Q a o # \\ 00F, \ U V V U 00 , E z u 6 o Q o z " E u v E �' u L �a N a o 0 V 1 N gg o v- ° E c m E E E .', c .E .� m c c a o a � E a u75« p c o c u Z no _�a o � M w o 6 ._'qa yi. N N � N V' Zo >� OLL 75 a N Y m n F Y V as K S Z x m :L- C) X w .rQbei ei e1NT b dbnm QN mm Y O n Q t�'1 b T 0 N N N et b 0 N M Q A Y- a N IYI N aD N QO N N Oi ei N O LO N O O Aft A m N N N N F �-1 d b eel e9 N T b EO d b n M d N b Nb Y x COnOb Mg QMMN$N �bOl m O t�b d IA b M O N OI N T O �p T d �— N N CO b•N N Oi N N N�O b N� O 3 N N N N N N H N N N N N a F n eel Q et N b� b n m SITN N N C N N N N N N N N NNN N N N N L a O 00 3 .) W6 o O V �T•1 N N O N W N O 10p b b O e01 N N edi N � N T e1 N O N 3 L a 'o ca Y ` N 8j d C N V p�M N ?> N N A c O W d eNi N b N a O1 � o wbi N O C OOp a W N z o b b Q O 3 0 w L �ro ¢ O O c N N 1- O b Y N •E t7' m > a6" a bobN om.+N o Q dN ink onm �m Y ~ A pp U N C N N o c N 2 6 r 75 X S 2 S y Y O O« G Z f Oa a Q m o =E E'z E c c u Ei o w o n 0 N y O F N E G O ^N K V~ W o` Z V 4 l O m 9 V E O N O p d a m O � i-J c_ A z u °�' c'E V) NE — o v� cE .}W� o 0 c m n q 1O o c— w e ,_ U Z��a� "2 0 E o _aooa— N o a At _ mm��` o Z5 � a ' tea -via` awu f f zu¢ t7¢ 0 Z `. 3 PLACEW®RKS ASSUMPTIONS This scope of work and cost estimate assumes that: ■ Billing rates for this project are guaranteed through January 2019. Billing rates would be subject to an increase of up to 6 percent on January 1, 2019, and in each subsequent year thereafter.A budget increase would be necessary to cover costs incurred after January 1, 2019. ■ Our cost estimate includes the meetings shown above.Additional meetings would be billed on a time-and-materials basis. Steve Noack or Terri McCracken will participate in all project meetings/calls and up to three(3) public meetings. ■ No more than 20 hours of PlaceWorks staff time will be required to respond to comments on the Public Review Draft of the Initial Study and an additional 10 hours to respond to any late comments if needed. If additional labor is necessary, a contract amendment allowing additional work will be necessary. ■ All products will be submitted to the City in electronic (Word and/or PDF) format, except for printed copies that are specifically identified in Table 2.This is an allowance only, based on the numbers of products and copies described above. If this allowance is exceeded, additional printing costs will be billed at PlaceWorks actual cost. PlaceWorks estimates the cost of hard copies for the IS/MND at$30 a document, which is based on an 150-page document with up to ten color graphics and up to four 11x17 pages (either tables or figures). On average the cost is approximately$0.20 per page. Compact discs are estimated at$5 per disc. ■ City staff will be responsible for meeting logistics, including schedule coordination, document production, printing notices, mailing costs, room reservations, room set-up and take-down, and refreshments. Acknowledgement This proposal shall remain valid for a period of 90 days from the time of submittal. The attached Service Authorization, which includes our General Terms of Consulting Agreement, is a part of this proposal. If the contents of this Proposal and Agreement are satisfactory, please indicate your approval by signing the Service Authorization and sending it to our corporate office.As Principal, I am authorized to bind PlaceWorks and the project team to the contents of this proposal.We look forward to working with you to bring about the successful completion of this project. If you have any questions regarding the contents of this proposal, please feel free to contact the undersigned. Respectfully submitted, PlaceWorks Steve Noack,AICP Principal March 27,2018 1 Page 15 PLACEWORKS This page intentionally left blank. March 27,2018 1 Page 16 EXHIBIT D 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 ME'9-5 MS REQUIRED 1. 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 injury 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 "primary and non-contributory," will not seek contribution from City's insurance/self-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 ordisease. O Not required. Consultant has provided written verification of no employees. 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 oftheContract. 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 PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-Insurance Requirements.for Design Professionals&Consultants Contracts Form Updated Feb. 2018 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 ISO Form CG 20 10(11/85)or both CG 20 10 and CG 20 37 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 10 days in advance if due to non-payment ofpremiums. 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. Subconsultants 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/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained byConsultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage 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-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 2 A ® DATE YYYY) CERTIFICATE OF LIABILITY INSURANCE o2;0512018;201$ 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). PRODUCER CONTACT Marsh Risk&Insurance Services NAME' FAX 17901 Von Karman Avenue,Suite 1100 PHONE(A/C.No.E A/C No), (949)399-5800;License#0437153 E-MAIL Irvine.CA 92614 ADDRESS: Attn:NewportBeach.CeriRequest@marsh.com/F:212-948-4323 INSURERS AFFORDING COVERAGE NAIC# 980627-01-01-17-18 INSURER A:Crum&Forster Specialty Insurance Co 44520 INSURED INSURER B:Traveler Property Casualty Company Of America 25674 PlaceWorks,Inc Dba:The Planning Center INSURER C: Design Community&Emiomment INSURER D: 3 MacArthur Place,Suite 1100 Santa Ana,CA 92707 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: LOS-002212059-14 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE N D .WVD i POLICY NUMBER MM/DDIYYYY MM/DOlYI'YY LIMITS POLICY EFF POLICY EXP LTR A X COMMERCIAL GENERAL LIABILITY X X EPK11$12$ 107r01i2017 07;D12019 EACH OCCURRENCE S 5,000.000 DAMAGE TO RENTED j I CLAIMS-MADE OCCUR PREMISES Ea occurrence S 50,000 X :81&PD Ded.$5,000 MED EXP(Any one person) S 5,000 PERSONAL&ADV INJURY S 5,000,000 GEN'L AGGREGATE Llt•.11T APPLIES PER: 1 I GENERAL AGGREGATE S 5:000:000 X PRO- OC S,000,OOOE ~-OTHER: I Contractors Pollution S 5,000,000 B !AUTOMOBILE LIABILITY X X Bk7E37616717CAG 07/0112017 O7.%O 1018 COMBINED SINGLE LIMIT 5 1,000,000 _ Ea arridenr X i ANY AUTO BODILY INJURY(Per person) S ;OWNED SCHEDULEDi BODILY INJURY(Per accident) S 'AUTOS ONLY AUTOS HIRED NON-OWNED ( PROPERTY DAMAGE S AUTOS ONLY AUTOS ONLY IPer accident Comp?Coll Deductibles s $1.000 j UMBRELLA LIAB X OCCUR EX6J3287561743 07101;2017 07/0112018 EACH OCCURRENCE 5 4,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE 5 4,000,000 I DED RETENTION S $ B I WORKERS COMPENSATION I UB7E37616717 7! 1I 17 07;01%2018 X i PER oTH- jAND EMPLOYERS'LIABILITY .__.._._.—__ _ YIN I ANYPROPRIETORPARTNER!EXECUTIVE E.L.EACH ACCIDENT $ OO 000 1,0 , OFFICER/MEMBER EXCLUDED? I N/A -....-. _._.._._. _..... —._ ......................... (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S 1,000,000 If yes,describe under --._....-_-----...—.._....-.-..--- --- - :DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 A :Errors&Omissions-Claims Made EPK i i8128 07,IOi!2017 07/01/2018 Each Claim;Aagregate 5,000,000 Retro Dates:See 2nd Page j i DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:IS/MND Cupertino CA The City of Cupertino,its city council,boards and commissioners,officers,employees,and volunteers are included as additional insured where required by written contract with respect to General and Auto Liability. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract with respect io General Liability.Waiver of subrogation is applicable where required by written contract with respect to General and Auto Liability. CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 10300 Toree Ave. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Cupertino,CA 95014 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk&Insurance Services Rosalynda Martinez @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD EPK-118128 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, PRIMARY AND ION-CONTRIBUTORY ADDITIONAL, INSURED WITH WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional insured Person(s)or Organization(s) 'where Required By Written Contract. A. SECTION III — WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but only with respect to liability arising out of"your work" for that person or organization performed by you, or by those acting on your behalf. B. As respects additional insureds as defined above, this insurance also applies to "bodily injury" or"property damage"arising out of your negligence when the following written contract requirements are applicable: 1. Coverage available under this coverage part shall apply as primary insurance. Any other insurance available to these additional insureds shall apply as excess and not contribute as primary to the insurance afforded by this endorsement. 2. VVe waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because of payments we mare for injury or damage arising out of"your world' performed under a written contract with that person(s) or organization(s). 3. The term "additional insured" is used separately and not collectively, but the inclusion of more than one ':additional insured"stall not increase the limits or coverage provided by this insurance. This Endorsement does not reinstate or increase the Limits of Insurance applicable to any"claim"to which the coverage afforded by this Endorsement applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. ENO1 47-1 i 11 (gage 1 of 1 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION 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 erdorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages.Read all the provisions of this er- dorsement and the rest of your policy carefully to determine rights,duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE—LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF[DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is.added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured.of SECTION 11—COVERED AUTOS under the Who Is An Insured provision contained LIABILITY COVERAGE: in Section 11. Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO. ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an"insured" while til the 180th day after you acquire or form the or- operating at: "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name..with your permission,while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. it B.5., Who Is An Insured, of SECTION 11 --COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered"autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow,and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an 'Insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 D 2015 The Trave ers indemnity Can?pang.All rights reserved. Page 1 of 4 Includris copyrighted material of Insurance Services Office,Inc.with its permission. EPK-118128 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -- COMPLETED OPERATIONS This endorsement modifies insurance provided under the fallowing: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Person(s)or Organization(s): Location And Description Of Completed Operations There Required By Written Contract. where Required By Written Contract. 1 , Information required to complete this Schedule,if not shown above,will be shown in the Declarations. A. Section III — Who Is An Insured within the Common Provisions is amended to include as an insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". EN0320-0211 Page 1 of 1