The URL can be used to link to this page

18-133 Strategic Economics, Economic Feasibility of Inclusionary Housing PolicyFIRST AMENDMENT TO AGREEMENT 18-133 BETWEEN THE CITY OF CUPERTINO AND STRATEGIC ECONOMICS FOR COMMERCIAL LINKAGE FEE ANALYSIS T h is First Amendment to Agreement 18-133 between the City of Cupertino and The Consu lting T eam, for reference dated 1/30/2019, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Strategic Economics, a Corporation ("Consultant") whose address 2991 Shattuck Ave., Berkeley, CA and is made with reference to the following: RECITALS: A. On 7/1/2018, an agreement was entered into by and between City and Consu ltant (hereinafter "Agreement") for Consulting, Assessm e nt and Planning Services. 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 mod ify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: I. Compensation Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City will pay contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $69,850. 2. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and sha ll be in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSUt ANT-tra;TPic Economics, Inc. By .I L ~ Title Principal _9.IY~RTINO B~O Tit le Jnter im City Manager EXPENDITURE DISTRIBUTION PO #2019-156 265-72-711-600-635 Original $43 ,980 Amendment #1: $25 ,870 Amendment #2: Total: $69,850 EXHIBIT A /, , ' / ·, // •'\ ,' \ -~(l~, i t.: STRATEG J C ECONOMICS MEMORANDUM To Kerri Heusler, City of Cupertino From: Sujata Srivastava, Strategic Economics Date: January 30, 2018 Project: Commercial Linkage Fee Analysis Subject: Draft Scope of Work Project Understanding The City of Cupertino is considering updating its commercial linkage fee, based on the 2015 nexus study that established the maximum commercial linkage fees that are currently in place. The fee updates will be focused on policy considerations including: an updated financial feasibility analysis of potential linkage fee levels for hotel, office/R&D, and retail uses; a comparison to linkage fees adopted in neighboring jurisdictions; and an analysis of how the linkage fee would increase the City of Cupertino's overall municipal fees (development impact fees and permit fees) on new commercial development. Scope of Work TASK 1: PROJECT INITIATION Strategic Economics will have a conference call with City staff to kick-off the project. The meeting will be an opportunity to confirm the study's methodology, schedule, and deliverables, and to request any information necessary to the analysis. Strategic Economics will collect and review relevant background materials, including the 2015 Nexus Study, a list of recently built and proposed hotel , office/R&D, and retail development projects in Cupertino, and other data and relevant documents. Deliverables: • Conference call to confirm scope and approach TASK 2: FINANCIAL FEASIBILITY ANALYSIS TASK 2.1: DEVELOPMENT PROTOTYPES The first step in the financial feasibility analysis is to review the types of commercial projects that would be subject to the linkage fee. In close coordination with City staff, Strategic Economics will update up the three (3) prototypes used in the 2015 Nexus Study, ensuring that they represent the commercial development types that are likely to occur in city in the short term. The prototypes will vary based on assumptions regarding building height, FAR, parking ratios, etc. The prototypes will be shared STRATEGIC ECONOMICS I 2991 SHATTUCK AVE. BERKELEY, CA I 510.647.5291 Draft Scope of Work and discussed with City staff to arrive at a final set of assumptions for the proforma analysis in Task 2.2. Deliverables: • Conference call to confirm and finalize prototypes TASK 2.2: PRO FORMAANALYSIS Strategic Economics will develop a proforma model to test the financial feasibility of linkage fees for the three commercial prototypes. The financial feasibility analysis of projects will be measured using a static proforma model that will solve for the project's rate of return (return on cost). The key inputs of the pro forma model that require updating are the revenues (rents/room rates), development costs, and land costs. Strategic Economics will collect and summarize current data on land prices, rents (retail and office/R&D), average daily rates (hotel), occupancy rates, and construction costs in Cupertino and Santa Clara County, using a combination of real estate industry publications and interviews with local developers and brokers. City staff will be responsible for providing up-to-date information on all other development impact fees, building permit fees, and other planning fees for each prototype. TASK 3: POLICY ANALYSIS Strategic Economics will research and summarize commercial linkage fees in peer cities in Santa Clara County. For each city, Strategic Economics will collect information on adopted commercial linkage fees and alternative options for compliance (including provision of on-site units, land dedication, etc.). In addition, Strategic Economics will review the City of Cupertino's existing fees (development impact fees and permits) on commercial development, and assess the extent to which the overall cost of development would increase for the prototypes under different fee scenarios. Upon completion of Tasks 2 and 3, Strategic Economics will organize a conference call with City staff to discuss results and potential recommendations. Deliverables: • Summary of findings • Conference call to discuss summary of findings TASK 4: DRAFT AND FINAL REPORT Strategic Economics will submit a draft report summarizing its findings, recommendations, and methodology. Two weeks after receipt of a consolidated set of comments from City staff, Strategic Economics will make revisions and submit a final Commercial Linkage Fee Feasibility and Policy Analysis report and recommendations. Deliverables: • Draft report • Final report Jan 30, 2018 - Draft Scope of Work EXHIBIT B & C Schedule and Cost The following table provides an estimate of the schedule and cost for completing the deliverables outlined above, assuming that contract execution and project initiation occurs in early February 2019, and that prototypes are approved by City Staff no later than mid February 2019 . Task/ Deliverable Schedule Cost Task 1: Project In itiation early Feb $670 Task 2 .1: Development Prototypes mid Feb $1,720 Task 2.2: Pro Forma Analysis mid Mar $14,760 Task 3: Policy Analysis/Summary of Find ings mid Mar $3 ,740 Task 4: Draft Report early Apr $3 ,640 Task 5: Final Report mid Apr $1,340 Total $25,870 Jan 30, 2018 - ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 1/16/2019 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 ~~:i~cT Nancy Ferrick Dealey, Renton & Associates ;_,tJgN,;0 E•tl· 510-465-3090 I ;ffc Nol: 510-452-2193 License# 0020739 P . 0 . Box 12675 i~lJ~ss: nferrick@.dealevrentDn.com Oakland CA 94604-2675 INSURER(Sl AFFORDING COVERAGE NAIC# INSURER A : Travelers Casualty Ins. Co. of America 19046 INSURED STRATECON INSURER B : Travelers Prooertv Casualty Co of Ameri 25674 Strategic Economics Inc. INSURER c : Travelers Casualtv&Suretv Co of Amer. 31194 2991 Shattuck Avenue, No. 203 Berkeley CA 94705 INSURER D : INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 401763533 REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR COND ITION OF ANY CONTRACT OR OTHER DOCUMENT W ITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR 1~~MiM~1 1~~ri\iM~1 LTR TYPE OF INSURANCE ,.,~n ,,.n,n POLICY NUMBER LIMITS A X COMMERCIAL GENERAL LIABILITY y y 6805F339381 1/30 /2019 1/30/2 020 EACH OCCURRENCE $1,000,000 -=:J CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES !Ea occurrence\ $1,000,000 MED EXP (Any one person) $10 ,000 - PERSONAL & ADV INJURY $1,000 ,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERA L AGGREGATE $2,000 ,000 ~ 0 PRO-D LOC PRODUCTS -COMP/OP AGG $2,000 ,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY y y 6805F339381 1/30/2019 1/3 0/2020 COMB INED SIN GLE LIMIT $ $1 ,000,000 /Ea accident\ - ANY AUTO BODILY INJURY (Per person) $ --OWNED SCHEDULED BODILY INJURY (Per accident) $ -AUTOS ONLY ~ AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AU TOS ONLY /Per accident\ ~ ~ $ B X UMBRELLA LIAB M OCCUR y y CUP5F339485 1/30/2019 1/30/2020 EACH OCCURR EN CE $4 ,000 ,000 - EXCESS LIAB CLAIMS-MADE AGGREGATE $4 ,000 ,000 OED I I RETENTION $ $ B WORKERS COMPENSATION y UB0K495161 1/30/2019 1/30/2020 X I ~ffTUTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN ANYPROPRIETOR/PARTNER/EXECUTIYE ~ N/A E.L. EACH ACCIDENT $1,000 ,000 OFF ICER/MEMBER EXC LUDED ? (Mandatory in NH) E.L. DISEASE -EA EMP LOYEE $1,000 ,000 If yes, descri be under DESCRIPTION OF OPERAT IONS below E.L. DISEASE -POLICY LIMIT $1,000 ,000 C Professional Liability 106235453 1/30/2019 1/30/2020 $4,000,000 per Claim $4 ,000,000 Anni Aggr. DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedul e, may be attached if more space is required) Re: All Operations of the Named Insured -The City of Cupertino, its City Council, officers, officials, employees , agents , servants and volunteers are named as Additional Insured for General and Auto Liability. General Liability Insurance is primary and non-contributory per policy form. A Waiver of Subrogation applies to Worker's Compensation. 30 Days Notice of Cancellation. CERTIFICATE HOLDER CANCELLATION 30 Davs Notice of Cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . City of Cupertino 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014 ~~ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY#: 6805F339381 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED (SECTION 11) is amended to include as an insured any person or organiza- tion (called hereafter "additional insured") whom you have agreed in a written contract, executed prior to loss, to name as additional insured, but only with respect to liability arising out of "your work" or your ongoing operations for that addi- tional insured performed by you or for you. 2. With respect to the insurance afforded to Addi- tional Insureds the following conditions apply: a. Limits of Insurance -The following limits of liability apply: 1. The limits which you agreed to provide ; or 2. The limits shown on the declarations , whichever is less. b. This insurance is excess over any valid and collectible insurance unless you have agreed in a written contract for this insurance to apply on a primary or contributory basis. 3. This insurance does not apply: a. on any basis to any person or organization for whom you have purchased an Owners and Contractors Protective policy. b. to "bodily injury," "property damage," "per- sonal injury," or "advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, in- cluding: 1. The preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change or- ders, designs or specifications; and 2. Supervisory, inspection or engineering services . CG D10504 94 Copyright, The Travelers Indemnity Company, 1994 . Page 1 of 1 Includes Copyrighted Material from Insurance Services Office, Inc. ..... TRAVE.LERS J WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76(00) -001 POLICY NUMBER: UB0K495161 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. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 3.00 % of the California workers' compensation premium otherwise due on such remuneration. Person or Organization ALL PERSONS OR ORGANIZATIONS THAT REQUIRES YOU TO OBTAIN EXECUTED THE CONTRACT BEFORE DATE OF ISSUE: 1/16/2019 017106 Schedule Job Description THAT ARE PARTIE TO A CONTRACT THIS AGREEMENT, PROVIDED YOU THE LOSS. ST ASSIGN: CA CITY OF fl PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of ..:...J=ul"'-y_l'-''....::2:...;:0....::1....::8 ____________ _ ("Effective Date") by and between the City of Cupe11ino , a municipal corporation ("City"), and Strategic Economics ("Contractor"), a cor orat ion for Economic Feasibility ofinclusionary Housing Policy 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Se rvices ") set fo11h in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30 , 2019 ("Contract Time"), unl e ss terminated earlier as provided herein. Contractor 's Services shall begin on July 1, 2018 and shall be completed by J_u_n_e_3_0~,2_0_1_9 _____ _ 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources , and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $43 ,980 .. O O ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments . Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month . Within thirty (30) days of completion of Services, Cont ractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any fu11her payment or other obligations under the Agreement. Progra m BMR PROGRAM Page I of 8 Profess ional/Co ns ult ing Contracts !Ve rsion : May 22 , 20 /8 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint ventu re of City. Contractor is solely respons ible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitl ed to health benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor wanants on behalf of itself and its subcontractors that they h ave the qualifications and skills to perfonn the Services in a competent and professional maimer and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed , registered, and /or certified to perform the Services as required by law and have procured a C ity Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. :,.:, Tools, Materials and Equipment. Contractor will su pply a ll tools, materials and equipment required to perform the Servic e s under this A greement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of pa y ment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY /CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential info1rnation ovmed or controlled by the City, which may contain proprietary or confidential details the disclosure of ,vhich to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perfonn this Agreement. Contractor shall exercise the same standard of care to protect City infonnation as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any int erest (including copy right intere sts) o f C ontractor in any product, memoranda, study, report, map, plan, dra,ving, specification, d a ta, record, doc.ument or other information or work , in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreernem will be the exclusive property of the Ci t y and shall not he shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U .S . Code, a ll Work Product arising out of this Agreement is considered ''works for hire" and all copyrights to the W o rk Product will be the property of City. Alternatively, Contractor assigns to C ity all W ork Product copyrights. Contractor may use copies of the W ork Product for promotion only with City's written approva l. Prog ram BM R PROGRAM Pa ge 2 of 8 Professio11a l:Con s 11 /ting Contracts !l'er s ion: Muy22. 2 0 18 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Produ ct. Unless prohibited by Jaw and without wa iving any rights , City may use or modify the Work Product of Contractor or its sub -contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; ( c) Subsequent additions to the original Services; and/or ( d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper an d copied on both sides , except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed infonnation of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other record s and must be maintained for four years from the date of City's fina l payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement. or any interest therein, directly or indirectly, by operation of law or otherwise , without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement , 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 " wi11 be displayed in all pieces of publicity , including flyers , press releases, posters, brochures, public service mrn ouncements, interviews and newspaper articles . No signs may be posted, exhibited or displayed on or about City property , except signage required by law or this Contract, without prior written approval from the City. 11 . INDEMNIFICATION 11.l To the fullest extent allowed b y law, and except for losses caus e d by the sole and active negligence or willful misconduct of City personnel , Contractor shall indemnify , defend and hold Progra m BMR PROGRAM Pa ge 3 of 8 Pro_(essirmali C 011sulti11g Co111raC1s !f'e r sion: May 22. 20/8 hannless City, its City Council , boards and commissions, officers. officials. employees, agents , servants, volunteers and consultants ('·Jndemnitees''), through legal counsel acceptable to City. from and against any and all liability, damages, claims, actions, causes of action, demands , charges, losses , costs and expenses (including attorney fees , legal costs and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties ; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage. or economic loss resulting from the work or perfom1ance of Contractor or its subcontractors or sub-subcontractors ; ( d) Unauthorized use or disclosure of City 's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark , or service mark or other proprietary or intellectual prope1iy rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third -party claim. in accordance with California Public Contract Code Section 920]. At City's request , Contractor will assist City in the defense of a claim , dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price , workers' compensation payments , or the insurance or bond amounts required in the Agreemen t. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offs et to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements , attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory ce1iificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City , at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor 's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local , state and federal laws and regulations applicable to this Agreement. Contractor will promptly noti fy City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform . Contractor is responsible for verifying the employment authorization of employee s performing the Services. as required by the Immigration Reform and Control Act. Prog ram BMR PROGRAM Page 4 of 8 Projessional:Co11s11/tin g Con1rac1s /i'ersion.· May :1. J0/8 13.2 Labor Laws. Contractor shall comply with all labor lav.'s applicable to this Agreement. If the Scope of Services includes a "public works" component Contractor is required to comply with prevailing wage laws under Labor Code Sect ion 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy , age , sex, gender, sexual orientation, gender identity, Acquired -I mmune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws., including Government Code Sections 12900 and 11135 , and Labor Code Sections 1735 , 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor under stands that harassment and discrimination directed tmNard a job applicant, an employee , a City employee , or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor 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 financ ial interest in this Agreement , in violation of California Government Code Section I 090 et seq. Contractor may be required to file a conflict of int erest form if Contractor makes certain governmental decisions or serves in a staff capacity , as defined in Section 18700 of the Cali fo rnia Code of Regulations. Contractor agrees to abide by the City 's rules governing gifts to public officials and employees . 13 .5 Remedies. Any v iolation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Erick Serrano as the City's representative fo r all purposes under this Agreement , with authority to oversee the progress and perfonnance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Cont ractor Project Manager. Subject to City approval, Contractor assigns Sujata Srivastava ______ as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor 's Project manager is responsible for coordin ating and scheduling the Services in accordance ,,.,ith the Scope of Services and the Schedule of Performance . Contractor must regularl y update the City's Projec t Manager about the progress with the work or any dela ys, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project o,r paiis therefor at an y time . Contractor will be compensated for satisfactory Services performed through the date o f abandonment and will be Progra m BMR PROGRAM Page: 5 or 8 Pr qfe ss1om11'Co nsu lting Co111rt1C1s i i er si o11 : /vft~v 22, 20 18 given reasonable time to assemble the ,:vork and close out the Services . With City 's pre-approval in ,:vriting , the time spent in closing out the Services will be compensated up to a ma,-...;.imum of ten percent (10%) of the total time expended to date in the performance of th e Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but fmal payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VEN UE AND DISPUTE RES OLU TION This Agreement is governed by the laws of the State of California. Any lawsuits filed reJated to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims fil ing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute . If the Parties elect arbi tration , the arbitrator 's mvard must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORi~EY 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 wi th this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs . 19 . THIRD PART Y BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. \VAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of anoth e r provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of e ve ry kind or nature bet w ee n the Parties, and supersedes any other agre ement(s) and understanding (s ), eith er oral or written , between the Parties. Any modification of this Agr eement \vill be effective only if in writing and s igned by each Party's authorized representati ve. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsi stency between the main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail. Program BMRP ROG RA M Page 6 o f 8 Pniji.•ssiona/X'on.rn lti11g Con/rans !/ e rsion: Aio.,· 22. 20 1!:i 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions . The Parties ,:vill collaborate to implement this Section. as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only , are not a pa1t of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY /PARTIAL INVALIDITY If any tenn or provi sion of this Agreement, or the ir 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 s uch rnling . All other tem1s and provisions of this Agreem ent or their application to specific s ituations shall remain in ful l force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is tenninated , including the Indemnification, o~mership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in ·writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino 10300 To1Te Ave., Cupertino CA 95014 Attention: Erick Serrano Email : ericks(~cupenino.org ____ ··-- 27. VALIDITY OP CONTRACT To Contractor : Strategic Economics 2991 Shattuck Ave., Berkeley, CA Attention: Sujata Srivastava Email : SSrivastava @slrate giceconomics.com Th is Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23 , as amended from time to time, (b) is signed by the City Manager or an authorized designee, and ( c) is approved for form by the City Attorney's Office. Pro gram BMR PROC R/\M Pa ge 7 of 8 l'rofessio1,a !,,Co11 .m l!ing C omra cts :'Ve r.\'ion : M ay 22. 201 8 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute thi s Agreement, which constitutes a le ga lly binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which , taken together, constitute a single binding in strument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR Strategic Economics, Inc . Name .. Sujata Srivas tava Date Ofi i 13 /2018 -· .. ·--...... -.-... -- T«x J.D. No .. 2 7-1639472 ------- ~VEDAS TO FORM: -.P, ~YA·~ ve),:{f ~g RocipV. FIERRO 1 Cupertino Acting City Attorney GRACE SCHMIOT I , I If;, I ( City Clerk f Progrnm BMR PROGRAM CITY OF CUPERTINO A Municipal Corporation Name Aarti Shrivastava ----------- Title Assistant City Manager Date ~Sj;t ------------------"-·--·-•••••••-••••••••--••••-•-••--•••••• •••••••••••••--·•--•••-·•-----.. ,N, Pngl.~ 8 of~ Prq/f!ss1onal/("ons11/tin~ Con lr6cls ... ·, (!rs1on: May 2!, 20/8 EXHIBIT A h , ''\ 'I ,, I I j STRATEG I C ECONOMICS MEMORANDUM To Kerri Heusler and Erick Serrano, City of Cupertino From: Sujata Srivastava , Strategic Economics Date: June 7, 2018 Project: Economic Feasibility of lnclusionary Housing Policy Subject: Draft Scope of Work Project Understanding The City of Cupertino currently has a Below Market Rate Housing (BMR) Program that imposes an inclusionary requirement of 15 percent on for-sale and rental residential developments of seven or more units. For rental developments, the BMR units must be affordable to very low or low income households. For-sale developments must provide BMR units affordable to median°income and moderate-income households. While the City's objective is to obtain on-site affordable units, the BMR Ordinance permits developers to meet the requirement by providing off-site units, land donation, or payment of Housing Mitigation Fees. Small residential projects of less than seven units can pay the Housing Mitigation Fee or provide one BMR unit. The City is considering modifying the BMR Housing Program to increase the inclusionary requirement to 20 or 25 percent for rental and ownership housing development. The following is a scope of work to study the economic feasibility of the potential modifications to the inclusionary requirements, and to provide a comparative analysis of BMR policies in peer cities. Scope of Work TASK 1: PROJECT KICK-OFF Strategic Economics will meet with City staff in person to kick-off the project. The meeting will be an opportunity to confirm the study's methodology, schedule, and deliverables, and to request any information necessary to the analysis. Strategic Economics will collect and review relevant background materials, including the 2015 Nexus Study, a list of recently built and proposed residential and mi xe d- use development projects in Cupertino, and other data and relevant documents. STRATEGIC ECONOMICS J 2991 SHATIUCK AVE. BERKELEY, CA J 510.647 .5291 Draft Scope of Work Deliverables: • Kick-Off Meeting TASK 2: FINANCIAL FEASIBILITY ANALYSIS TASK 2.1: DEVELOPMENT PROTOTYPES The first step in the financial feasibility analysis is to review the types of residential and mixed-use (residential and retail) projects that would be subject to the BMR policy. In close coordination with City staff, Strategic Economics will update up to four (4) prototypes used in the 2015 Nexus Study, ensuring that they represent the ownership and rental residential development types that are likely to occur in city in the short term. The prototypes will vary based on assumptions regarding building type, density, unit size, etc. The prototypes will be shared and discussed with City staff to arrive at a final set of assumptions for the proforma analysis in Task 2.2. Deliverables: • Conference Call to Finalize Prototypes for Analysis TASK 2.2: PRO FORMAANALYSIS Strategic Economics will develop a proforma model to test the financial feasibility of three levels of inclusionary requirements (15 percent, 20 percent, and 25 percent) for ownership and rental residential development. The analysis will examine the feasibility of the inclusionary requirement with units built on-site and with the payment of affordable housing mitigation fees. The financial feasibility analysis of projects will be measured using a static pro forma model that will solve for the project's rate of return (yield on cost) or the residual land value. The key inputs into the pro forma model are the revenues (rents/sales prices), development costs, and land costs. These values can vary substantially by prototype. To reflect these variations, Strategic Economics will collect and summarize data on land prices, residential market values, and construction costs in Cupertino and Santa Clara County, using a combination of real estate industry publications and interviews with local developers and brokers. Strategic Economics will rely on City staff's assistance to collect up-to-date information on impact fees and permit fees for each prototype. The financial feasibility analysis will be structured to answer the following questions: • Are the inclusionary requirements (15 percent, 20 percent, and 25 percent) financially feasible for ownership and rental development projects, assuming that the units are built on-site? • How would changes to the income targets for the BMR requirements (very low, low, moderate and median income) on ownership and rental projects affect feasibility? • How would changes to the inclusionary percentage requirements and inclusion of extremely low income units affect the financial feasibility of rental projects? • If any of the ownership or rental prototypes face feasibility challenges under the inclusionary requirements tested, what are the maximum requirements that would allow the prototype to "pencil?" June 2018 - Draft Scope of Work TASK 2 .3: REPORT The methodology, assumptions, and results of tasks 2.1 and 2.2 will be written up in a draft feasibility report. After submittal, Strategic Economics will set up a conference call with City staff to discuss the findings . Deliverables: • Draft Economic Feasibility Report TASK 3: COMPARISON TO PEER CITIES Strategic Economics will research and summar iz e BMR housing programs in peer cities, likely including Mountain View, Sunnyvale, and Palo Alto. For each city, Strategic Economics will collect information on inclusionary requirements (percentage BMR units required by income target), affordable housing mitigation fees and /or in-lieu fees, and alternatives to onsite provision of units. To the extent possible, the analysis will also provide information on whether the inclusionary programs or the impact/in-lieu fee revenues collected by cities have led to the construction of extremely low income (ELI) units. Deliverables: • Draft Memo on Peer Cities TASK 4: FINAL REPORT Strategic Economics will submit a final report that includes the economic feasibility and comparison to peer cities (Tasks 2 and 3). City staff's comments on the draft memo reports will be incorporated into the final report. The report will also provide an estimate of the number of affordable units at different income levels that could be ex pected to be produced under an inclusionary program requiring units to be provided on-site , compared to the pa yment of in lieu fees, which could be combined with other sources of subsidy to build 100% affordable projects. Deliverables: • Final Report TASK 5: MEETINGS Strategic Economics will prepare presentations and attend up to two (2) public meetings with the City Council/Planning Commission and two (2) stakeholder meetings to discuss the economic feasibility anal ysis. Deliverables: • Presentation Materials • 2 Public Meetings • 2 Stakeholder Meetings June 2018 - EXHIBIT B &C Draft Scope of Work Sch e dule and Cost The following table provides an estimate of the schedule and cost for complet i ng the deliverables outlined above, assuming that contract execution and project initiation occurs in Jul y 2018. The expense budget includes the cost of travel to the kick-off meeting, two stakeholder meetings, and two public meetings with the City Council and/or Planning Commission. Task/ Deliverable Task 1: Kick-Off Meeting Task 2: Financial Feasibility Analys is Task 3: Peer Cities Task 4: Final Report Task 3: Meetings (4) Expenses (Mi leage/Transporta ti on to Meet ings) Total June 2018 Schedule Jul-18 Sep-18 Sep-18 Oct-18 TBD Cost $1 ,340 $25 ,730 $3,740 $3 ,640 $9,280 $250 $43 ,980 - EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED l. 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 Fonn CG 25 03 or 25 04) or it shall be twice the required occurrencelimit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified mininmm insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum lin1its of cov erage 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 Fom1 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 lin1its no less than $1,000,000 per accident for bodily injury and prope1iy damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. D Not required. Consultant has provided written ve rification 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 fom1 : 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 Effectiv e Date, the Consultant must purchase "extended reporting" cov erage for a minimum of fi v e (5) years after completion of the Services . OTHER INSURANCE PROVISIONS The a forementioned insurance shall be endorsed and h a ve all the following conditions and provisions: Ex h. D-In s urance R equirem ents for D es ig n P rofess ionals & Co nsu ltants Contra cts Fo rm Updated Feb. 2 01 8 1 Additional Insured Status The City of Cupertino, its City Council, officers , officials , employees , agents , servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant 's CGL policy. General Liability coverage can be provided in the fonn 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 forn1s , iflater editions are used). Prima,y 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 perfonned 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 elin1inate 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 ce1tificates 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 tern1 . 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 . Ex h. D-In s uran ce R equirements for D es ig n Profes sio na ls & Co ns ultan ts Co n tra cts Fo rm Up da ted F eb . 201 8 2 Client#· 11951 STRATECON ACQRDrM CERTIFICATE OF LIABILITY INSURANCE I DA TE (MM /DD /YYYY) 5/07/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER , AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED , the policy(ies) must be endorsed . If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 22~i~cT Nancy Ferrick Dealey, Renton & Associates FlJ8,NJo Extl : 510 465-3090 I r..e~. No): 510 452-2193 P. 0. Box 12675 !oMl~~ss, nferrick@dealeyrenton.com Oakland, CA 94604-2675 INSURER(S) AFFORDING COVERAGE NAIC# 510 465-3090 INSURER A : Travelers Casualty Ins. Co. of 19046 INSURED INSURER B : Travelers Property Casualty Co 25674 Strategic Economics Inc. INSURER c : Travelers Casualty&Surety Co of 31194 2991 Shattuck Avenue, No. 203 INSURER D : Berkeley, CA 94705 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO C ERTIFY THAT THE POLICIES O F INSURANCE LI STED BELOW HAV E BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING A N Y REQUIREMENT, T ERM OR CONDITION OF ANY CONTRACT OR OTH ER D OC UMENT WITH R E S PECT TO WHICH THIS C ERTIFICATE MAY BE ISSU ED OR MAY PERTAIN , THE INSURANC E AFFORD ED B Y THE P O LI CI ES DESCRI BED HEREIN IS SUBJ E CT TO A LL TH E TERMS , EXCLUSIONS A ND CONDITIONS OF SUCH POLIC IES . LIMITS SHOWN MAY HAVE B EEN R EDU CED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER IMM/DD/YYYY l IMM/DD/YYYYl A X COMMERCIAL GENERAL LIABILITY y y 6805F339381 01/30/2018 01/30/2019 EAC H OCCURRENCE s1 ,000 ,000 -~ CLAIMS -MADE ~ OCCUR ~~~~[f;H9E~~~Ju~~ncel s1 000 000 MED EXP (Any one person) s 10 ,000 ~ PERSONAL & ADV INJU RY s 1,000,000 ~ GE N'L AGGREGATE LI MIT APP LI ES PER: GENERAL AGGREGATE s2,000,000 R ~PRO-D LOC s2,000,000 POLI CY X JECT PR ODUC TS -COM P/O P AGG OTHER : $ A AUTOMOBILE LIAB ILIT Y y y f-- 6805F339381 01/30/2018 0113012019 1 ~~~~~~~~i/>'NGLE LI MI T s1,000,000 ANY AU TO BODIL Y INJURY (Pe r person) $ -ALL OWNE D ~ SC HEDU LED BODILY IN JURY (Per accident) S -AUTOS f--AU TOS X X NON-OWNED PROPERTY DAMAGE s HIRED AUTOS AUTOS (Per accident! -~ s B X UMBRELLA LIAB ~ OCC UR y y CUP5F339485 01/30/2018 01/30/2019 EACH OCCURRENCE s4 000 000 - EXCESS LIAB CLA IMS -MAD E AGGRE GATE s4 000 000 OED I I RETEN TI ON s s B WORKERS COMPENSATION y UBOK495161 01/30/2018 01/30/2019 X l ~~~TIITF' I l ~JH- AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETO R/PAR TNE R/EXECUTIVE~ E.L. EA CH ACC ID ENT s1 000,000 OFF ICER/MEMBER EXC LUDED ? N N /A (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE s1 ,000,000 If yes, describe under E.L. DISEASE -POLICY LIMIT s1,000,000 DESCRIPT ION OF OPERATIONS below C Professional 106235453 01/30/2018 01/30/201 1 $4,000,000 pe, Claim Liability $4,000,000 Anni Aggr. DESCRIPTION OF OPERATIONS /LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is requ ired) Re: All Operations of the Named Insured -The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as Additional Insured for General and Auto Liability. General Liability Insurance is primary and non-contributory per policy form. A Waiver of Subrogation applies to Worker's Compensation. 30 Days Notice of Cancellation. CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 Torre Avenue ACCORDANCE WITH THE POLICY PROVISIONS . Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE ,-...,L -·0-~ I / ,, © 1988-2014 ACORD CORPORATION. All rights reserved . ACORD 25 (2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S2340462/M2230650 PA1 6805F339381 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED-OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED (SECTION II) is amended to include as an insured any person or organiza- tion (called hereafter "additional insured") whom you have agreed in a written contract , executed pr ior to loss , to name as additional insured , but only with respect to liability ar ising out of "your work" or your ongoing operations for that addi- tional insured performed by you or for you. 2. With respect to the insurance afforded to Addi- tional Insureds the follow ing conditions apply : a. Limits of Insurance -The follow ing limits of liability apply : 1. The limits which you agreed to provide; or 2. The lim its shown on the declarations , whichever is less . b. This insurance is excess over any valid and collectible insurance unless you have agreed in a wr itten contract for this insurance to apply on a primary or contributory basis. 3. This insurance does not apply : a. on any basis to any person or organization for whom you have purchased an Owners and Contractors Protective pol icy . b. to "bodily injury ," "property damage ," "per- sonal injury ," or "advertising injury" arising out of the rendering of or the failure to render any professional services by or for you , in- cluding : 1. The preparing , approving or failing to prepare or approve maps , drawings, opinions , reports , surveys , change or- ders , designs or specifications ; and 2. Supervisory , inspection or engineering services . CG 010504 94 Copyright , The Travelers Indemnity Company , 1994. Page 1 of 1 Includes Copyrighted Material from Insuran ce Services Office , Inc . Strategic Economics Inc . WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (00) -- POLICY NUMBER: UB0K495161 D A CIIJDD DD DOD DCIIJDD DD DDDDDDD DOO M DDDDDD DDDDDDD M DDDDD A DCIIJDDD ~ OIJ OA DDDD D A CIIJDDD 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. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule . The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. rn::r son or Dr Can [!fatco n o City of Cupertino 10300 Torre Avenue Cupertino , CA 95014 DATE OF ISSUE : o11301201a DITJ C:::du [[J CO D DC:::s Dr OLtCOn D Re: All Operations of the Named Insured -PERSON OR ORGANIZATION, CONT.: Th e City of Cupertino, its City Council, officers, officials, employees, agents , servants and vo lunteers SECOND-ANIENILNIENT -1-0 A.!URF,EMEN-.1- I&LL,3_ HL, SjjjA-L LLI&—r',CQ N 0 N_I I!LLS &AUL ELL ANAL "I'llis Second Arneridnient to Agreement 18-133 between the City ot'Cupertino arid Strategic L"conomics, for reference dated 7/22/2019, is by and bet�,veen the CYFY'OF 0-TPERTINO, a municipal corporation (hereinafter "City") arid Strategic Economics. a corporation ("Consu I tall t") whose address is 2991 Shattuck Ave.—Berkelcy, CA, and is made, with reference to the followino: RECITALS: A. On 7/1/2018, an ar-Ioreen'ient was entered into by and between City and Consultant (hereinafter "Agreement") for commercial linkage fee analysis. Z., B. The Agreement, the First and Second Amendments are collectively ref-erred to as the ..Aureerrient" unless otherwise indicated. L- C, City and CorisLiltantdesire to modify the Aoreerneritori the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1, TERM, Paraorapli 3 of the Agree meatis modified to read as follows- 3.1 This Agreement begins on the Effective Date and ends on -June 30, 2020. ("ContractTirne"), unless terminated earlier as provided herein. Contractor's Services shall begin on July f, 2018 and shall be completed by June A 2020. 3.2 Schedule of Performance. Contractor must deliver the Services err accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the pel-f(-m-nance of all the Services. Contractor must have sufficient time,, and qualified staff to deliver the Services oil tune. y modified herein, all ()the'- ter m nd s a covenants set Corth the I xcept as expi-essl.1 modi Algreement shall rernaln the same and shall be in full force and effect. IN WITNESS WHEREOF the parties hereto h,-IVe caused this moclification of Atfreen'tent to be executed, (,:ONSUL N ,', CITY OF CUPERTINO By-, By I itle -vitle RECOMMF'NDED FOR APPROVAL, APPROVED AS 'ro i-'(.)Wv1 Title Citv Attornev Al'�E"ST- City Clerk EXPENDITLJRE DISTRIBu'riON 13 .2019-1.56 26.5-72-7 11-600-635 Oi-ityinal $41,980 Amendment 91: $25,870 Amendment 42: Total. S69,850 r 3 MEMORANDUM To Kerri Heusler, City of Cupertino From: Sujata Srivastava, Strategic Economics Date: July 24, 2019 Project: BMR Economic Feasibility Study Subject: Proposal for Amendment#2 Project Understanding The City of Cupertino is considering updating its commercial linkage fee, based on the 2015 nexus study that established the maximum commercial linkage fees that are currently in place. The fee updates will be focused on policy considerations including: an updated financial feasibility analysis of potential linkage fee levels for hotel,office/R&D,and retail uses;a comparison to linkage fees adopted in neighboring jurisdictions; and an analysis of how the linkage fee would increase the City of Cupertino's overall municipal fees (development impact fees and permit fees) on new commercial development. Scope of Work TASK 1: PROJECT INITIATION Strategic Economics will have a conference call with City staff to kick-off the project. The meeting will be an opportunity to confirm the study's methodology, schedule, and deliverables, and to request any information necessaryto the analysis.Strategic Economics will collect and review relevant background materials, including the 2015 Nexus Study, a list of recently built and proposed hotel, office/R&D, and retail development projects in Cupertino, and other data and relevant documents. Deliverables: • Conference call to confirm scope and approach TASK 2: FINANCIAL FEASIBILITY ANALYSIS TASK 2.1: DEVELOPMENT PROTOTYPES The first step in the financial feasibility analysis is to review the types of commercial projects that would be subject to the linkage fee. In close coordination with City staff, Strategic Economics will update up the three (3) prototypes used in the 2015 Nexus Study, ensuring that they represent the commercial development types that are likely to occur in city in the short term.The prototypes will vary based on assumptions regarding building height, FAR, parking ratios,etc.The prototypes will be shared STRATEGIC ECONOMICS 1 2991 SHATTUCK AVE. BERKELEY, CA 1 510.647.5291 Draft Scope OfWork and discussed with City staff 10 arrive st a final set of assumptions for the pro forma analysis inTask 2.2. Deliverables: w Conference call to confirm and finalize prototypes | / TASK 2.2: PRO FORMA ANALYSIS Strategic Economics will develop a pro forma model to test the financial feasibility of linkage fees for the three commercial prototypes. The financial feasibility analysis of projects will be measured using � � a static pro forma model that will solve for the project's rate of return (return on cost). � The key inputs of the pro forma model that require updating are the revenues (rents/room rates), � development costs, and land costs. Strategic Economics will collect and summarize current data on land prices, rents (retail and office/R&D), average daily rates (hotel), occupancy rates, and construction nOSta in Cupertino and Santo Clara County, using a combination of real estate industry publications and interviews with |000| developers and brokers. City staff will be responsible for � 0rovidinQup-to'dateinformaUonono|| otherUovo|opmentinnpectfeea, bui|din8pernoitfeea'anUother planning fees for each prototype. � � TASK3: POLICY ANALYSIS � Strategic Economics will research and summarize commercial linkage fees in peer cities in Santa Clara � County. For each city,Strategic Economics will collect information on adopted commercial linkage fees and alternative options for compliance (including provision of on-site units, land dedication, etc.). In addition, Strategic Economics will review the City of Cupertino's existing fees (development impact haos and permits) on commercial deve|opnnent, and assess the extent to which the overall cost of development would increase for the prototypes under different fee scenarios. � Upon completion of Tasks 2 and 3, Strategic Economics will organize e conference ou|| with City staff � to discuss results and potential recommendations. � Deliverables: / | * Summary Offindings w Conference call to discuss summary offindings TASK 4: DRAFT AND FINAL REPORT Strategic Economics will submit o draft report summarizing its findings, recommendations, and � methodology. Two weeks after receipt ofo consolidated set of comments from City staff, Strategic � Economics will make revisions and submit final Connmmnnio| Linkage Foe Feasibility and Policy � Analysis report and recommendations. � Deliverables: � • Draft report * Final report � | Draft Scope ofWork Schedule � �^ �� = =K��^ The following table provides an estimate of the schedule and coat for completing the da|ivnnab|oa outlined above. Tosk/De|ivonob|e Schedule Cost / Task 1: Project Initiation early Feb 2O1Q $670 Task 2 1�� Development mid FebO�0 �1720 � � ' i Taek2.2: Pm Forma Analysis mid K4er201D $14.760 � Task3: Policy Analysis/Summary ufF|ndinQs mid K4er2O1Q $3.740 � / Task 4: Draft Report early Apr 2O1Q $3.040 Task 5: Final Report and Public Meetings July Deo201Q $1.340 � Toto| $25.870 � | / � � � � � � � � / � � � Jon 30. 2018 � This First Amendment to Agreement 18-133 between the City Of Cupertino and The Consulting Team, for reverence dated 1/30/2019, is by and between the C I rl,y OF CUPERTINO, a municipal corporation (hereinafter "City") and Strategic Economics, a Corporation ("Consultant") whose address 2991 Shattuck Ave., Berkeley, CA and is made with reference to the following: RECITALS: A. On 7/1/2018, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for Consulting, Assessment and Planning Services.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 niodify the Agreement on the terms and conditions set forth herein. NOW, THFRFIT'ORF, it is mutually agreed by and between and undersigned parties as follows: I, Compensation Paragraph 4.1 of the Agreement is modified to read as follows: Maxin'lUrn Compensation, City will pay contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed$69,850. 2. 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. fN WHNESS WHERL'OF, the parties hereto have caused this modification of Agreement to be executed. CONS U VFAN -Strat�gic t"Collonlics, Inc. CITY dill Clt5ER T IN 0 B 7 7_ Title Pri Title hiterini City Manager R E ' MM� NDFIF R E 0 APII ROVAL APPROVE AS-1 F f l l X-1 By z 'iAA WAAL Title City Attonle-°', m . A' City Clerk "7 EXPENDITURE DISTRIBUTION PO#2019-156 265-72-711-600.-635 Original $43,980 Amendment#1: $25.1870 Amendment#2: Total: $69,850 M O J To Kerri Heusler, City of Cupertino From: Sujata Srivastava, Strategic Economics Date: January 30, 2018 Project: Commercial Linkage Fee Analysis Subject: Draft Scope of Work Project Understanding The City of Cupertino is considering updating its commercial linkage fee, based on the 2015 nexus study that established the maximum commercial linkage fees that are currently in place. The fee updates will be focused on policy considerations including: an updated financial feasibility analysis of potential linkage fee levels for hotel,office/R&D,and retail uses;a comparison to linkage fees adopted in neighboring jurisdictions; and an analysis of how the linkage fee would increase the City of Cupertino's overall municipal fees (development impact fees and permit fees) on new commercial development. EXHIBIT A Scope of Work TASK 1: PROJECT INITIATION Strategic Economics will have a conference call with City staff to kick-off the project. The meeting will be an opportunity to confirm the study's methodology, schedule, and deliverables, and to request any information necessary to the analysis.Strategic Economics will collect and review relevant background materials, including the 2015 Nexus Study, a list of recently built and proposed hotel, office/R&D, and retail development projects in Cupertino, and other data and relevant documents. Deliverables: • Conference call to confirm scope and approach TASK 2: FINANCIAL FEASIBILITY ANALYSIS TASK 2.1: DEVELOPMENT PROTOTYPES The first step in the financial feasibility analysis is to review the types of commercial projects that would be subject to the linkage fee. In close coordination with City staff, Strategic Economics will update up the three (3) prototypes used in the 2015 Nexus Study, ensuring that they represent the commercial development types that are likely to occur in city in the short term. The prototypes will vary based on assumptions regarding building height, FAR,parking ratios,etc.The prototypes will be shared STRATEGIC ECONOMICS 1 2991 SHATTUCK AVE. BERKELEY, CA 1 510.647.5291 Draft Scope of Work and discussed with City staff to arrive at a final set of assumptions for the pro forma analysis in Task 2.2. Deliverables: • Conference call to confirm and finalize prototypes TASK 2.2: PRO FORMA ANALYSIS Strategic Economics will develop a pro forma model to test the financial feasibility of linkage fees for the three commercial prototypes. The financial feasibility analysis of projects will be measured using a static pro forma model that will solve for the project's rate of return (return on cost). The key inputs of the pro forma model that require updating are the revenues (rents/room rates), development costs, and land costs. Strategic Economics will collect and summarize current data on land prices, rents (retail and office/R&D), average daily rates (hotel), occupancy rates, and construction costs in Cupertino and Santa Clara County, using a combination of real estate industry publications and interviews with local developers and brokers. City staff will be responsible for providing up-to-date information on all other development impact fees, building permit fees, and other planning fees for each prototype. TASK 3: POLICY ANALYSIS Strategic Economics will research and summarize commercial linkage fees in peer cities in Santa Clara County. For each city,Strategic Economics will collect information on adopted commercial linkage fees and alternative options for compliance (including provision of on-site units, land dedication, etc.). In addition, Strategic Economics will review the City of Cupertino's existing fees (development impact fees and permits) on commercial development, and assess the extent to which the overall cost of development would increase for the prototypes under different fee scenarios. Upon completion of Tasks 2 and 3, Strategic Economics will organize a conference call with City staff to discuss results and potential recommendations. Deliverables: • Summary of findings • Conference call to discuss summary of findings TASK 4: DRAFT AND FINAL REPORT Strategic Economics will submit a draft report summarizing its findings, recommendations, and methodology. Two weeks after receipt of a consolidated set of comments from City staff, Strategic Economics will make revisions and submit a final Commercial Linkage Fee Feasibility and Policy Analysis report and recommendations. Deliverables: • Draft report • Final report Jan 30, 2018 Draft Scope 0fWork EXHIBIT 8&C Schedule � �� The following table provides an estimate of the schedule and cost for completing the deliverables outlined above, assuming that contract execution and project initiation occurs in early February 2019, and that prototypes are approved by City Staff no later than mid February 2019. Task/ Deliverable Schedule Cost Task 1: Project Initiation early Feb $670 Task2.1: Development Prototypes mid Feb $1.720 Task2.2: Pro Forma Analysis mid Mar $14'760 Task 3: Policy Analysis/Summary ofF|ndings mid Mar $3,740 Task 4: Draft Report early Apr $3,640 Task 5: Final Report mid Apr $1,340 Tote| $25,870 Jan 3O. 2O18 C 0 DATE(MM/DD/YYYY) A C> CERTIFICATE OF LIABILITY INSURANCE 1/16/2019 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 NAME: _Nancy Ferrlck Dealey, Renton&Associates PHONE -- .. FAx -- License#0020739 talc No Ext); 510-465-3090 �(A/c� 510-452 2193 E-MAIL — ---..... P. O. Box 12675 ADDRESS:_nferrick@dealeVrenton.com Oakland CA 94604-2675 INSURER'S)AFFORDING COVERAGE INSURER Travelers Casualty Ins. of America 19046 — .......... —- INSURED STRATECON INSURER B Travelers Casual Pro ert t Co of Ameri 25674 Strategic Economics Inc. - p Y 2991 Shattuck Avenue, No. 203 INSURER c Travelers Casualty&Surety Co of Amer. 31194 — Berkeley CA 94705 INSURER D: _ INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:401763533 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. -. --- _._ -- ------_-_-- INSRADD LTR TYPE OF INSURANCE INSD SWVD UER POLICY NUMBER POLICY YYYY Y MM/DDYYY LIMITS A JX COMMERCIAL GENERAL LIABILITY Y Y 6805F339381 1/30/2019 1/30/2020 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED -- CLAIMS-MADE OCCUR PREMISES(Ea occurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 _ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 .._..--- .--._._ ....................--- POLICY X] JECTPRO-- E] LOC PRODUCTS-COMP/OPAGG $.2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y Y 6805F339381 1/30/2019 1/30/2020 COMBINED SINGLE LIMIT $$1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED E NON-OWNED PROPERTY DAMAGE $- AUTOS ONLY AUTOS ONLY (Per accident --.- B X UMBRELLA LIAB X [OCAUR Y Y CUP5F339485 1/30/2019 1/30/2020 EACH OCCURRENCE $4,000,000 EXCESS LIAB IMS-MADE AGGREGATE $4,000,000 DED RETENTION$ $ B WORKERS COMPENSATION Y UBOK495161 1/30/2019 1/30/2020 X PER OTH- AND EMPLOYERS'LIABILITY Y/N ._ STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A --- -- - (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below I I E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional Liability 106235453 1/30/2019 1/30/2020 $4,000,000 per Claim $4,000,000 And Aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES IACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:All Operations of the Named Insured-The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are named as Additional Insured for General and Auto Liability.General Liability Insurance is primary and non-contributory per policy form.A Waiver of Subrogation applies to Worker's Compensation.30 Days Notice of Cancellation. CERTIFICATE HOLDER CANCELLATION 30 Days Notice Of Cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY#: 680517339381 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED (SECTION ll) is amended in a written contract for this insurance to to include as an insured any person or organiza- apply on a primary or contributory basis. tion (called hereafter "additional insured") whom 3. This insurance does not apply: you have agreed in a written contract, executed prior to loss, to name as additional insured, but a. on any basis to any person or organization only with respect to liability arising out of "your for whom you have purchased an Owners work" or your ongoing operations for that addi- and Contractors Protective policy. tional insured performed by you or for you. b. to "bodily injury," "property damage," "per- 2. With respect to the insurance afforded to Addi- sonal injury," or "advertising injury" arising tional Insureds the following conditions apply: out of the rendering of or the failure to render any professional services by or for you, in- a. Limits of Insurance — The following limits of cluding: liability apply: 1. The limits which you agreed to provide; 1. The preparing, approving or failing to prepare or approve maps, drawings, or opinions, reports, surveys, change or- 2. The limits shown on the declarations, ders, designs or specifications; and whichever is less. 2. Supervisory, inspection or engineering b. This insurance is excess over any valid and services. collectible insurance unless you have agreed CG D1 05 04 94 Copyright, The Travelers Indemnity Company, 1994. Page 1 of 1 Includes Copyrighted Material from Insurance Services Office, Inc. AM TRAVELERSJ WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76(00)—001 POLICY NUMBER: UBOK495161 WAIVER OF OUR RIGHTT V 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. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 3.00 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description ALL PERSONS OR ORGANIZATIONS THAT ARE PARTIE TO A CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT, PROVIDED YOU EXECUTED THE CONTRACT BEFORE THE LOSS. DATE OF ISSUE: 1/16/2019 ST ASSIGN: CA 017106 CITY OF PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of July 1, 2018 (`Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and Strategic Economics ("Contractor"), a corporation for Economic Feasibility of Inclusionary Housing Policy 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2019 ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin on July 1, 2018 and shall be completed by June 30,2019 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $43,980 a 00 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty(30) days of completion of Services,Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. Program BMR PROGRAM Page I of 8 Professional.,Consalting Contracts/Version:May 22,2018 5. INDEPENDEINTCONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications.Contractor warrants on behalf of itself and Its Subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry, 5.3 Permits and Licenses. Conti-actor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License. .5.4 Subcontractors. Only Conti-actor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and Conditions of this*Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay inconie taxes on the money carried under this Agreement. Upon City's request, Contractor will provide proof of`payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement, 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWN ERSHI POF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product., memoranda, StUdNI. report, map, plan. drawing. specification, data, record, document or other information or work, in any medium (collectively, "Work- Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S, Code.all Work .Product arising Out I 1 of this Agreement is considered "works for hire" and all copyrights to the Work Product will be copyrights the property of City. Alternatively. Contractor assigns to City all Work Product copyrights. Contractor may use Copies OftlIC Work Product for promotion only e ith City's written approval. BMR PROGRAM Page 2(A'8 11rqfesswnal 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked,or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product Of Contractor or its sub-contractors prepared or created Under this Agreement. to execute or implement any of the following: (a) The original Services for which Contractor was hired-, (b) Completion of the original Services by others-., (c) Subsequent additions to the original Services-, and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. S. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. T'he records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment, 9. ASSIGNMENT Contractor shall not assign. Sublease, hypothecate, or transfer this Agreement, or any interest therein,, directly or indirectly, by operation of law or otherwise, Without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be Unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY /SIGNS Any publicity generated by Contractor for the project under this Agreement, 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 arl-nouncements. interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signagc required by law or this Contract, Without prior written approval from the City. 11. INDEMNIFICATION 11.1 TO the fullest extent allowed by law. and except for losses caused by the sole and active ne-li;,ence or willful misconduct of City personnel. Contractor shall indemnify, defend and hold Pro.'Fain BMR PROGRAM Page 3 of 8 Pro svonal'Considling Cww-acvs V'ermon, Mal,22,2018 harmless City, its City Council, boards and commissions, officers. officials, employees. agents, servants, volunteers and consultants ("Indernnitees"),, through legal counsel acceptable to City. frorn and against any and all liability, darna0es, claims, actions, causes of action, demands. charge s, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreernent or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties, (b) Negligent or willful acts or omissions committed during performance of the Set-vices: (c) Personal injury.property damage, or economic loss resulting from the-work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure ofCity's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark. or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City inCLII-S in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California.Public Contract Code Section 9201. At Citys request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising Out of this Agreement. 11.3 Contractor's duties under this section are not limited to the ("ontract Price, workers* compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in L_ C� the Agreement shall be construed to give rise to all implied right of indemnity in favor of Conti-actor against City or any Indemnitee. 11.4. Contractor's payments iriav be deducted or off'set to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type. amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without. notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local. state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the Z:� I law or other conditions that may affiect. the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services. . 1_4 as required by the Immigration Reform and Control Act. BMR PROGRAM Page 4 o FS ('onwhin",Confroci,� Versw l. t fuY".2018 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to thisAgreernent.. Its the Scope of Services includes a"public works", component. Contractor is required to comply with prevailing wage laws Linder 1.,abor Code Section 1720 and other labor laws, 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed. color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy. age, sex, gender, sexual orientation, gender identity. Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor'- shall comply with all anti-discrinunation including Government Code Sections 12900 and H 135, and Labor Code Sections 1735, 1777 and 3077.5, Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a Job applicant, an employee,a City employee,or any other person,by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that 110 public official, employee, or member of City board or commission who might have been involved in the making of this Agreement, has or \,vill receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Conti-actor may be required to file a conflict of interest Corm if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of' Regulations. Contractor agrees to abide by, ihe City's rules governing gifts to public officials and employees, 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this A-reerrient. City reserves all other rights Z__ and remedies available under the law and this Agreement, including the right to seek indemnification under Section I I of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Frick Serrano as the City"s representative for all purposes Linder this Agreement, with authority to oversee the progress and performance of the Scope of'Services. City reserves the right L to Substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Suiata Srivastava as its single Representative for all purposes Linder this Agreement. with authority, to oversee the progress and performance of the Scope of"Services. Contractoi's project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule ol'Performance. Contractor must regularly Update the City's Project .N4anager about the progress with the %vork or any delays, as required Linder the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OFF'ROJECT City inay abandon or postpone the Pro'ject or parts therefor at any time. Contractor will be Compensated for satisEactory Services perf'ornied through the date of`abandonment. and will be BMR PROGRAM fla-e 5 oC8 llr(?%snonal conwilmig Cowrao.s Version, tht 22,-1018 Oven reasonable time to assemble the work and close out the Services. With City's pre-approval in writing, the time spent in closing out the Services will be compensated tip to a maximum of ten percent (10%) of the total time expended to date in the performance ofthe Services. 16. TERMINATION City may terminate this Agreement for cause or Without Cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW,VENUE AND DISPUTE RESOLU710N This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of' Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award rriust be supported by law and substantial evidence and include detailed written findings of la", 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. 19. THIRD I)ARTY BENEFICIARIES 'Fhere are no intended third part), 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 breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of"every kind or nature between the Parties. and supersedes any other agreement(s) and understanding(s), either oral or written. between the Parties. Anv modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. BMR PROGRAM Paoc 6 of P)(?fessional(."ortsultim Comrm is 1'0-smni, 1/a�22,2018 22. INSERTED PROVISIONS Each provision. and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section. as appropriate. 23. HEADINGS J'he 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. SEIVERABILITY/PARTIAL INVALIDITY If any tern 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. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by then, nature must continue after the Agreement expires or is terminated. Z:� including the Indemnification, 0wiiership of Materials/Work Product. Records. Governing Law and Attorney Fees. sliall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, Nvhich will be considered effective on the date of'personal delivery or the date confirmed by a reputable overnight delivery service,on the fifth calendar day after deposit in the tinited States Mail,postage prepaid., registered or certified, or the next business day following electronic submission: To City of Cupertino To Contractor: Strategic Economics 10300 ToTTe Ave.,Cupertino CA 95014 2991 ShattUck Ave., Berkeley,CA Attention:Erick Serrano Attention: Su,jata Srivastava Email: ericksCr,ICUPeruno.org L`mail:ssrivastavj`rr icecollmlicsx0111 SIM 27. VALIDITY OF CONTItACT This Agreement is valid and enforceable only if(a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended ftoni time to time, (b) is signed by the City Manager or an authorized designee. and (c) is approved for form by the City Atiorney"s fffice. 13NI1 PROGRAM Page 7 of Pro�Iussiwml Consuhing Contracts Vcrsion:AhY'2,210/S 28. EXECLT The person executing this Agreement on behalf' of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry Out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be CXCCUted in counterparts, each one of which is deemed an original and all ot'which, taken together., constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR CITY OF C111ERTINO Strategic 1"conornics, Inc. AMUDjcipal Corporation B l3v Nan,ie,�Lijata Srivastava Name ,Narti slirivastava ..................................................... rin Assistam City Manager Title P Title �—CLPLII ...... ....... ....... .................. Date-06 1-3-/11 2 10111-811-11-1-1-1- Date ........ ........ .......... Tax 1,D. No.., 27-1639472 AM 49VED AS TO FORM: ,- Y7, iti�-�, --V. FlERR0------- Cupertino Acting City Attorney ATTEST- GRACE SCHMIDT Citv Clerk Priest. BNIR PROGRAM, ........... .................... 8 of'S Cowrarts 1",rswa AMY2212013 S'�TI` AI F IC'EC0 N 0 M I C 5 MEMORANDUM To Kerri Heusler and Erick Serrano, City of Cupertino From: Sujata Srivastava, Strategic Economics Date: June 7, 2018 Project: Economic Feasibility of Inclusionary Housing Policy Subject: Draft Scope of Work Project Understanding The City of Cupertino currently has a Below Market Rate Housing (BMR) Program that imposes an inclusionary requirement of 15 percent on for-sale and rental residential developments of seven or more units. For rental developments, the BMR units must be affordable to very low or low income households. For-sale developments must provide BMR units affordable to median-income and moderate-income households. While the City's objective is to obtain on-site affordable units,the BMR Ordinance permits developers to meet the requirement by providing off-site units, land donation, or payment of Housing Mitigation Fees. Small residential projects of less than seven units can pay the Housing Mitigation Fee or provide one BMR unit. The City is considering modifying the BMR Housing Program to increase the inclusionary requirement to 20 or 25 percent for rental and ownership housing development. The following is a scope of work to study the economic feasibility of the potential modifications to the inclusionary requirements, and to provide a comparative analysis of BMR policies in peer cities. EXHIBIT A Scope of Work TASK 1: PROJECT KICK-OFF Strategic Economics will meet with City staff in person to kick-off the project. The meeting will be an opportunity to confirm the study's methodology, schedule, and deliverables, and to request any information necessaryto the analysis.Strategic Economics will collect and review relevant background materials, including the 2015 Nexus Study,a list of recently built and proposed residential and mixed- use development projects in Cupertino, and other data and relevant documents. STRATEGIC ECONOMICS 1 2991 SHATTUCK AVE. BERKELEY, CA 1 510.647.5291 Draft Scope of Work Deliverables: • Kick-Off Meeting TASK 2: FINANCIAL FEASIBILITY ANALYSIS TASK 2.1: DEVELOPMENT PROTOTYPES The first step in the financial feasibility analysis is to review the types of residential and mixed-use (residential and retail) projects that would be subject to the BMR policy. In close coordination with City staff,Strategic Economics will update up to four(4)prototypes used in the 2015 Nexus Study,ensuring that they represent the ownership and rental residential development types that are likely to occur in city in the short term.The prototypes will vary based on assumptions regarding building type, density, unit size, etc. The prototypes will be shared and discussed with City staff to arrive at a final set of assumptions for the pro forma analysis in Task 2.2. Deliverables: • Conference Call to Finalize Prototypes for Analysis TASK 2.2: PRO FORMA ANALYSIS Strategic Economics will develop a pro forma model to test the financial feasibility of three levels of inclusionary requirements (15 percent, 20 percent, and 25 percent) for ownership and rental residential development.The analysis will examine the feasibility of the inclusionary requirement with units built on-site and with the payment of affordable housing mitigation fees. The financial feasibility analysis of projects will be measured using a static pro forma model that will solve for the project's rate of return (yield on cost)or the residual land value. The key inputs into the pro forma model are the revenues (rents/sales prices), development costs, and land costs. These values can vary substantially by prototype.To reflect these variations, Strategic Economics will collect and summarize data on land prices, residential market values,and construction costs in Cupertino and Santa Clara County, using a combination of real estate industry publications and interviews with local developers and brokers. Strategic Economics will rely on City staff's assistance to collect up-to-date information on impact fees and permit fees for each prototype. The financial feasibility analysis will be structured to answer the following questions: • Are the inclusionary requirements(15 percent, 20 percent,and 25 percent)financially feasible for ownership and rental development projects, assuming that the units are built on-site? • How would changes to the income targets for the BMR requirements (very low, low, moderate and median income) on ownership and rental projects affect feasibility? • How would changes to the inclusionary percentage requirements and inclusion of extremely low income units affect the financial feasibility of rental projects? • If any of the ownership or rental prototypes face feasibility challenges under the inclusionary requirements tested, what are the maximum requirements that would allow the prototype to "pencil?" June 2018 oil= Draft Scope ofWork TASK l3: REPORT The methodology,assumptions, and results of tasks 2.1and 2.2vvi|| be written upina draft feasibility report. After submittal, Strategic Economics will set up a conference na|| with City staff Lo discuss the findings. Deliverables: 0 Draft Economic Feasibility Report TASK 3: COMPARISON TQ PEER CITIES Strategic Economics will research and summarize BMR housing programs in peer cities, likely including Mountain View, Sunnyvale, and Palo Alto. For each city, Strategic Economics will collect information on inc|usionory requirements (percentage 8K4R units required by income target), affordable housing mitigation fees and/or in-lieu fees,and alternatives to onsite provision of units.To the extent possible, the analysis will also provide information on whether the ino|ueionary programs or the impact/in-lieu fee revenues collected by cities have led to the construction of extremely low income (EL|) units. Delkvenabies: * Draft Memo on Peer Cities TASK 4: FINAL REPORT Strategic Economics will submit final report that includes the economic feasibility and comparison to peer cities (Tasks 2 and 3). Citystaff'a comments on the draft memo reports will be incorporated into the final report. The report will also provide an estimate of the number of affordable units at different income levels that could be expected to be produced under an inclusionary program requiring units to be provided on-site, compared tothe payment ofin lieu fees, which could be combined with other sources of subsidy to build 100Y6 affordable projects. Deliverables: * Final Report TASK 5: MEETINGS Strategic Economics will prepare presentations and attend up to two (2) public meetings with the City Council/Planning Commission and two (2) stakeholder meetings to discuss the economic feasibility analysis. Defiwerables: * Presentation Materials ° 2 Public Meetings 0 2 Stakeholder Meetings JUne2O18 Draft Scope ofWork ��MU1G� �� f �l�K�|��~� Schedule~~ " =" Cost EXHIBIT" �� K� The following table provides an estimate of the schedule and cost for completing the deliverables— - - outlined above' assuming that contract execution and project initiation occurs in July 2018. The expense budget includes the cost of travel tothe kick-off meeting,two stakeholder meetin8o, and two public meetings with the City Council and/or Planning Commission. Task/Deliverable Schedule Cost Task 1: Kick-Off Meeting Jul-1 8 $1,340 Taak2: Financial Feasibility Analysis Sep-18 $25.730 Taok3: Peer Cities Sop-18 $3.740 Task 4: Final Report Oct-18 $3.840 Task 3: Meetings (4) TBO $9.280 Expenses([Wi|aago/TronaportaUontoMeetings) $250 Total $43,980 June 2018 RAM 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 Califonnia 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 For-in CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Farm 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(1) 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 eoverage 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. fforkers'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. 0 Not required. Consultant has provided written i,ei-Vication 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. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-17isiii-ai7ceReqiiii-eiiieiits far Design Professionals &('011SUN117tS C07117YICIS Form Updated Feb. 2018 1. 2 Client#: 11951 STRATECON DATE(MM/DDNYYY) ACORD,. CERTIFICATE OF LIABILITY INSURANCE 1 5/07/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER I NAME: Nancy Ferrick Deale , Renton&Associates PHONE FAX --- - __ -----_ y A/C,No,Ext:510 465-3090 510 452-2193 P.0. Box 12675 E-MAIL— - _(A/C,No): —.—. ADDRESS: nferrick@dealeyrenton.com Oakland, CA 94604-2675 - -- --- — 510 465-3090 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Casualty Ins. Co.of 19046 INSURED INSURER B:Travelers Property Casualty Co 25674 Strategic Economics Inc. INSURER C:Travelers Casualty&Surety Co of 31194 2991 Shattuck Avenue, No.203 INSURER D Berkeley,CA 94705 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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. LTR TYPE OF INSURANCE I NSRLISUBR� POLICY EFF POLICY EXP IWVp POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 680517339381 01/30/2018 01/30/2014,EACH OCCURRENCE $1,000,000 GETO RENTED CLAIMS-MADE ® DAMA OCCUR PREMISES(Ea occurrence) $1,000,000 MEI D EXP(Any.one person) $10,000 — PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X JECOT LOC PRODUCTS-COMP/OPAGG $2,000,000 _ OTHER: _ $ A AUTOMOBILE LIABILITY Y Y 6805F339381 01/30/2018 01/30/2019 COMBINED SINGLE LIMIT Ea accident s1,000,000 ANY AUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS XNON-OWNED PROPERTY DAMAGE $ AUTOS Per accidentL_ B X UMBRELLA LIAB X OCCUR Y Y CUP5F339485 01/30/2018_IT 1/30/2019 EACH OCCURRENCE s4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE s4,000,000 _RETENTION$ S B WORKERS COMPENSATION Y UBOK495161 1i30/2018 01/30/2019;X PER ATUT OTH- AND EMPLOYERS'LIABILITY ANY PROPRIETORIPARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1 OOO,OOp OFFICER/MEMBER EXCLUDED? � N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below _ E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional 106235453 01/30/2018 01/30/20191 $4,000,000 per Claim Liability $4,000,000 Annl Aggr. I DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:All Operations of the Named Insured -The City of Cupertino, its City Council, officers, officials, employees, agents,servants and volunteers are named as Additional Insured for General and Auto Liability. General Liability Insurance is primary and non-contributory per policy form.A Waiver of Subrogation applies to Worker's Compensation.30 Days Notice of Cancellation. CERTIFICATE HOLDER CANCELLATION City Of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y p THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 Torre Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S2340462/M2230650 PA1 6805F339381 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ (TCAREFULLY. BLANKET � ��U��K�� V INSURED ~� �� LESSEES ��u~�no�o�� u ADDITIONAL o��n��u. ox��u�� um��x�� U� �=��U�~�0� � o�~��U�� xn^ CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. VVHU IS AN INSURED (SECTION O) is amended in a written contract for this insurance to to include as an insured any person ororgenize- apply on a primary orcontributory basis. tion (called hereafter "additional insured") whom 3. This insurance does not apply: you have agreed in awhttan uontnsct, executed prior to |ose, to name anadditional innured, but o' on any basis to any person or organization only with respect to liability arising out of "your for whom you have purchased an Owners work" or your ongoing operations for that addi- tional and ContnaotomProhaotivepo|icy� ineunedperformodbyyouorforyou. b. to "bodily injury," "property damage." "pep 2. With respect to the insurance afforded tmAddi- eona| injury." or "advertising injury" arising dnna| Insureds the following conditions apply: out of the rendering ofor the failure tnrender any professional services by or for you. in- a. Limits of |naunanoe — ThefoUowing limits of o|uding: liability apply: 1. The pn*pahng, approving or failing to 1. The limits which you agreed to provide; prepare or approve mape, drawings, or opinions, reporto, eumnys, change or- 2, The limits shown on the declarations, dem. designs or specifications; and whichever isless. 2. Supervisory, inspection or engineering b. This insurance is excess over any valid and services. collectible insurance unless you have agreed CG D1 050494 Copyright. The Travelers Indemnity Company. 1994. Page 1 of Includes Copyrighted Material from Insurance Services Office, Inc. Strategic Economics Inc. WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT VVC99O37G(OO) - POLICY NUMBER: uanx495161 El A E Ll E 0i El Ej 1J- El El 1�E.3 FJ El El El[]E-i F1 El 11 El 0 LEJ EM El El 1:1 El EJ 1:1 EDOEI EILIEMEEIE] EILJA[J[i-OEI 110A EE EA E I 11]F_ 11 A[TO 1]E El We have the right to recover our payments from anyone liable for an injury covered by this policy. VV*will not enforce our right against the person or organization named in the Schedule. You must maintain payroll naoonda accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be %of the California workers'compensation premium otherwise due on such remuneration. -du,, �[rsonor r- an aton o sOr-"t[on- Re:All Operationso,m*wameu |noureu PERSON onORGANIZATION, cowT.:The City of Cupertino,its City Council,officers,officials,employees, City orCupertino agents,servants and volunteers 10300 Torre Avenue Cupertino,cxyon14 uxxmzo�u DATE OFISSUE: