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18-211 Idax Data Solutions, The Apple Campus Cut-Through Traffic and Parking Intrusion Monitoring and Mitigation Program Initial StudyC IT Y OF m DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH CU PERTIN O DEVELOPMENT. 1. PARTIES Al 0. Lt-r] ,<r( l This Agreement is made and entered into as of o c.._r c~ l rr.., ________ ,_,_ __________ _ ("Effective Date"), by and between the City of Cupe1tino , a municipal corporation ("City"), and Idax Data Solutions ("Consultant"), a Corporation for The Apple Campus Cut-Through Traffic and Parking Intrnsion Monito1ing and Mitigation Program Initial Study ("Project"). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant's written Proposal as approved by City , except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto , or as otherwise expressly rejected by City. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed , expressly or implicitly , in the Agreement, the Scope of Services , or the Proposal ("Additional Services"). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to "Services" in the Agreement include Basic Services and Additional Services , unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as frnther specified in this Agreement , the Scope of Services , and Consultant's Proposal. Consultant is solely responsible for its e1rnrs and omissions and those of its subconsultants , and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability , and costs resulting from its e1Tors or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on April 1, 2019 unless terminated earlier as provided herein ("Contract Time"). 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B , Schedule of Performance , attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate oppo1tunity to address or mitigate delays. If the Services are divided by tasks , Consultant must begin work on each separate task upon receiving City 's Notice to Proceed ("NTO"), and must complete each task within the time specified in Exhibit B. City Project O e.l'ig n Pm /essional Agr eem ent (1·in g le) !Rev. May . 2 0/8 Pa g e I of 10 3.3 Time is of the essence for the perfonnance of all the Services. Consultant must have sufficient time , resources , and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory perfonnance of the Basic Services and Additional Services , if approved , a cumulative total amount that will be capped so as not to exceed$ 14 ,435.00 ("Contract Price"), as specified in Exhibit C, Compensation , attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant$ 14 ,435 .00 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to , subConsultant's costs, materials , supplies, equipment, travel , taxes , overhead and profit. lf the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City 's reasonable satisfaction. 4.3 Additional Services. City has the discretion , but not the obligation , to authorize Additional Services up to an amount not to exceed $ 0 . Additional Services provided to City's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses , in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge ("Reimbursab le Expenses"). Consultant will not be entitled to reimbursement for copying, printing, faxes , telephone charges , emp loyee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the amount due for the preceding month. City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services , and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed potiion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis , each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services ; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person , in 30 minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment due ; and (v) an itemized list with amounts and explanation for all pennitted reimbursable expenses. City Pr1!fect /J es ign l'rojes sion a l Agr ee ment (1'in g le) /Re i ·. M ay. 20/8 Page 2 o f 10 b. Rates and ReceitJts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee , partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction , compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker's compensation , retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perfonn the Services in a competent and professional manner, as exercised by design professionals perfonning similar services in the San Francisco Bay Area. Services may only be perfonned by qualified and experienced p e rsonnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City's reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any subConsultants that they are properly licensed , registered, and /or certified to perform the Services, as required by law, and that they have procured a valid City Business License. 5.4 SubConsultants. Unless prior written approval from City is obtained , only Consultant's employees and subConsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all subConsultants to furnish proof of insurance for workers' compensation, commercial liability, auto , and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all subConsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all tools , materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request , Consultant will provide proof of payment and will indemnify City for any violations pursuant to the indemnity provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its SubConsultants , and must take prompt measures to avoid, mitigate , and correct them at its sol e expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details , the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use Cily Pr~ie c:I /)esig n Prn/ess iona/ Agree m enl (.1"i11g le) /Re,·. May. 20/8 Page 3 of 10 it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City infonnation as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services , any interest (including copyright interests) of Consultant in any product, memoranda, study , report , map , plan , drawing, specification, data, record , document, or other infom1ation or work , in any medium , prepared by Consultant under this Agreement ("Work Product"), will be the exclusive property of the City and shall not be shown to a third-party without prior written approval by City 7.2 Copyright. To the extent p ermitted by Title 17 of U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work Product shall constitute City property. lf it is determined under federal law that the Work Product is not "works for hire", Consultant and SubConsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details , but hereby grants City a perpetual , non-exclusive I icense to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual prope1ty , including but not limited to patented , trademarked , or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its S ubConsultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired ; (b) To complete the original Services with City personnel , agents or other Consultants; ( c) To make subsequent additions to the original Services ; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides , except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats , and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation , in accordance with generally accepted accounting principles and procedures. The records must include detailed infonnation about Consultant's performance, benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 Consultant will provide City full access to Consultant 's books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data , documents, proceedings, and activities related to this Agreement. If a supplemental examination or C ity Project /J es ig n Pmjes siona/ Agreem ent (1'in g le) /Rei ·. /\1ay . 2 0/8 Page 4 of 10 audit of Consultant's records discloses non-compliance with appropriate internal financial controls , a contract breach , or a fai lure to act in good faith , City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT Consultant shall not assign , sublease, hypothecate , or transfer this Agreement, or any inte rest therein , direc tly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval , which shall not be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY/ SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement a nd for one year thereafter, wi 11 reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in a ll pieces of publicity, including flyers , press releases , posters , brochures , public service announcements , interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Agreement, without prior written approval from the City. 11. INDEMNIFICATION 11.l To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel , Consultant agrees to inde mnify, defend , and hold harmless the City, its City Council, boards and commissions, officers , officials , employees, agents, servants, volunteers and consultants ( collectively, "lndemnitees"), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to th e Services performed in connection with the Agreement, Consu ltant sha ll indemnify, defend , and hold harmle ss Tndemnitees from and against any and all liability, claims, actions , causes of action, demands or charges whatsoever against any Indemnitee, including any injury to or death of any person or damage to property or other liability of any nature (collectively, "Liability"), that arise out o±~ pe11ain to , or relate to the negligence , recklessness , or willful misconduct of Consultant, its officers, officials, employees, agents or SubConsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees, and al I other costs and fees of litigation. In addition to its ind emnity obligations, Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending , and resolving such Liability. b. Claims Involving Intellectual Property. Consultant s hall ind emnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent 1ight or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights , which arises out of, pertains to , or relates to Consultant's City Proiect /)esign Professional Ag re emen t (s ingle) /Rei·. fl.1u.1·. 2 0 Jl/ Pa ge 5 of 10 negligence, recklessness , or willful misconduct. Such costs and expenses will include reasonabl e attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litig ation. c. Claims for Other Liability. For all other liabilities not included in provisions "b " and "c" above, Consultant shall indemnify, defend , and hold harmless the Indemnitees against any and all liability, claims, actions, causes of action or demands whatsoever, including any injury to or death of any person or d amage to property, or other liability of any nature arising out of, pertaining to , or relating to the performance of this Agreement by Design Professional, its employees , officers , officials, agents or subconsultants, including liability based on breach of contract, obligations , or warranties, or any unauthorized use or disclosure of City's confidential and proprietary information. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim , di s pute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price , to Workers ' Compensation claims , or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be constru ed to give rise to an impli ed right of indemnity in favor of Consultant against any Tndem11itee . 11.3 If this Agreement is entered into or amended on or after January 1, 2018 , Consultant's duty to pay for any of Indemnitees' defense related costs will be limited to its prop01iionate share of fault, as determined by final decision by a court ofcompetent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing thi s provision related to Consultant's indemnification duties , including reasonable attorney fees , fees for legal counsel acceptable to City, expe1t fees , and all other costs and expenses related to a claim or counterclaim, a purchas e order, another tran sact ion , litigation , or dispute resolution. Without waiving any rights , City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or tennination of this Agreement. 12. INSURANCE On or before the Contract Time commences , Consultant shall furnish City with proof of compliance with City In s urance Requirements , attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type , amount, class of operations covered , and the effective and expiration d ates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state Jaw , rule or regulation. City Pro.fee l /)es ig n Pr ri/es siona/ Agreement (sing /ej /Re1·. /v/ay. 20/l! Page 6 of 10 13.2 Labor Laws. C onsultant shall comply with all labor laws applicabl e to this Agreement. Tf the Services include a "public works " component , Consultant must comply with prevailing wage laws und er Labor Code Section 1720 and other labor laws . To the extent applicable , Consultant must comply with City 's Labor Compliance Program and with state labor laws pe1taining to working days , ove1time , payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requir ement in Labor Code Section 1777.5 . 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race , religious creed , color, ancestry, national origin, ethnicity, handicap, disability , marital status, pregnancy, a ge , sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws , including Government Code Section 12900 and 11135 , and Labor Code Section. 1735 , 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its subConsultants toward a job applicant , an employee, a City employee , or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official, employee , or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity , as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agree s to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments , requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability , and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City 's Project Manager for all purposes under this Agreement will be Julie Chiu , who shall have the authority to manage this Agreement a nd oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City 's reasonable approval , Consultant's Project Manager for all purposes under this Agreement will be Cameron Clark who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accorda nce with City instructions , service orders , and the Schedule of Performance, and providing regular updates to the City's Project Manager on the Project status , progress, and any delays. City written approval is required prior to Consultant substituting a new Proj ect Manager, which shall result in no additional costs to City or Project delays. City Pro ject D es ig n Professional Agreem ent (1·ing/e) /R e ,·. May. 20 I ti Page 7 o f IO 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and c lose out the Services. No close out work shal l be conducted without City r easo nable approval of closure costs, wh ich may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thi1iy (30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time , following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination , but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws , orders , rules , and regulations of the authorities having jurisdiction over this Agreement ( or the successors of those authorities). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. Uthe Pmiies elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing pmiy will be entitled to reasonable attorney fees and costs. This Section survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant or condition , or a subsequent breach, whether of the same or a different character. City Pro/eel Desig n PN!{essional Agreement (s in g le) /Rer. Moy. 20/8 Page 8 of 10 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Parties , of every kind or nature, and supersedes any and all other agreements and understandings , either oral or written, between them . Any modification of this Agreement will be effective only if in writing and signed by each Party 's authorized repres entative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsi ste ncy between this main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail. 22. INSERTED PROVlSIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY /PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or un e nforceable , 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 ren1ain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices , requests and approvals must be sent to the persons below in writing to the persons below , and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery serv ice , 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 I 0300 Torre Ave. Cupertino CA 95014 Attention: Julie Chiu Email: JulieC@Cupertino.org City /Jl'(1j ect Attention: -CG me r:Pvt Clc.""'"- Email: C"P\e.1"'1h"\. c. \c.r" @ tol4Jetlc.m. Cwt'\ Desig n Professio nal Agreement (1·in g le) /R e ,·. May. 201 8 Page 9 of 10 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3 .22 and 3.23 , is signed by the City Manager or authorized designee, and is approved for form by the City Attorney's Office . 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein, and that be or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CONSULTANT Name C '1 "11-(.V't>t"'\ C lo.r-\C Title Of?ercM"\ """S° }I-." V-4" Date /o/o'f /2CJtt , I Tax J.D. No .: 'f (p-30003=15 E~FORM:~ 1 ' [}-uK-t}e_j Jt--)S-r/J Cupertino Acting City Attorney ATTEST: Ci ty Project CITY OF CUPERTINO A Municipal Corporation Be:r~ ' Name{Jj;\A.""'-~.l.e.,., Title 121 re-vfu-r ,( Pu (,.,j, ;;_ l,A.b.,. k--s Date 10/15/t<t, r, Des ig n Projes s ion a/ Agreement (si ng le) /Re ,·. May. 20/8 Page lO of 10 DATA SOLUTIONS Exhibit A -Scope of Services Perform initial data col lection and develop the first annual mo nitoring report as identified in Apple Campus Cut- Throug h Traffi c and Parking Intru sion Monitoring and Mitigation Program, including; 1. (39 Locations) 3 Day Speed/ Volume Counts Apple Campus Cut -Through Speed and Volume locations Sa nta Clara Sunnyvale 1 Benton St W/0 Lawrence Ex py 1 Kingfi she r Way N/0 Dartshire Way 2 Pruneridge Ave Bet Hubbard Ave & Giannini 2 Inverness Way E/0 Finch Way 3 Pruneridge Ave Bet Giannini &Hudson Dr 3 Dartshire Way Bet. Flicker Way & Kingfisher Way 4 Giannini Dr Bet. Sullivan Dr & De Soto Ave 4 Dartshire Way Bet. Mallard Way & Dartshire Ct 5 La Herran Dr Bet. Sullivan Dr. & Soto Ave 5 Inve rne ss Way W/0 Hummingbird Ln 6 Hillsdate Ave Bet. Randolph Ave & De Soto Ave 6 Heron Ave 5/0 Inverness Way 7 De Soto Ave Bet. Hi llsdale Ave & La Salle Ave 7 Heron Ave N/0 Homestead Rd 8 Heron Ave 5/0 Homestead Rd 9 Linnet Ln 5/0 Home stead Rd 10 Inverness Way W/0 Wolfe Rd 11 Marion Wav E/0 Wolfe Rd 12 Inverness Way E/0 Wolfe Rd 13 Nightingale Ave 5/0 Inverness Way 14 Nightingale Ave N/0 Homestead Rd 15 Oriole Ave 5/0 Dunford Way 16 Oriole Ave N/0 Glenbar Ave 17 Partridge Ave 5/0 Dunford Way 18 Peacock Ave Bet. Glen bar Ave & Inverness Way 19 Inverness Way Bet. Oriole Ave & Peacock Ave 20 Peacock Ave Bet. Kennard Way & Leighton Way 21 Peacock Ave N/0 Homestead Rd 22 Quail Ave 5/0 Dunford Way 23 Quail Ave Bet. Inverne ss Way & Lorne Way 24 Quail Ave N/0 Hom estea d Ave 25 Inverness Way Bet. Quail Ave & Lochinvar Ave 26 Lochinvar Av e Bet. Dunford Way & Inve rnes s Way 27 Teal Dr 5/0 Dunford Way 28 Swallow Dr Bet. Kildare Ave & Lorne Wav 29 Swallow Dr N/0 Homestead Rd 30 Lochin va r Ave Bet. Swallow Dr & Benton St 31 Mallard Way N/0 Dartshire Way 32 Lochinvar Ave W/0 Lawrence Expy 2. Su nnyvale Parking Collection: Two day parking survey will be conducted to collect the parking count data at 11am hour for Parking Study Area 1-3. Parking Areas are defined in Appendix B: Baseline Parking Data. The parking surveys shall be conducted on the same roadway segments that were included in the baseline, shown in Appendix B. The number of parked cars collected data shall be depicted in a similar manner to the presentation of the data in Appendix A and B (see report). 3. Santa Clara Parking Collection: Two parking surveys will be conducted to collect the parking count data. The parking counts will be collected on an hourly basis, between 6 am and 5 pm (5 -6pm is the last hour of collection) in Parking Study Area 4 . The parking surveys shall be conducted on the same roadway segments 1 www .idax data.com DATA SOLUT IONS that were included in the baseline, shown in Appendix B. The number of parked cars Collected data shall be depicted in a similar manner to the presentation of the data in Appendix A and B (see report). 4 . Annual Report: An annual report will be prepared and shared with the cities of Cupertino, Santa Clara , and Sunnyvale within two months from the time of data collection . The report will document the current ADT , vehicle speed s, and parking intru s ion of the locations that w ere part of the ba s e condition . The annual reports will apply the established thresholds to the newly collected data and perform analysis to identify any locations that e xceed said thresholds . Roadway s egments that e xceed the e stablis hed threshold s will require further analysis to determine recommendations for potential mitigation measures to reduce the Apple cut-through traffic to below t he threshold . Proposed mitigations will adhere to traffic calming measures s et forth by the citie s of Santa Clara and Sunnyvale . t . ' tB) D•vonr.hlr•W•y S,:,,. -;, ff {C) D11nCN1Tdln• Way [ \D) Durshlre Woy i 1E) Fite Woy ' j (ta) f ir, Wa.7 Parking Study Area 3 Parking Study Area 2 Parking Study Area 4 2 • • www .ida xdata .com Exhibit B -Schedule of Performance Collection may be delayed due to unforeseen circumstances, such as weather or equipment malfunctions. Project will be complete by the contract end date on April 1, 2019. ADT & Speed Counts: Collection: 11/6-11/8. Recollection dates (if applicable): 11/13-11/15 Data Delivery : 11/16 Sunnyvale Parking Survey: Collection: 11/6 & 11/7 Recollection Dates (if applicable): 11/13 & 11/14 Data Delivery: 11/16 Santa Clara Parking Survey: Collection : 11/6 & 11/7 Recollection Dates (if applicable): 11/13 & 11/14 Data Delivery: 11/16 Annual Report: Draft Report: 11/30 Final Report : 12/21 DATA SOLUT IONS 3 www .idaxda ta.com DATA SOLUTIONS Exhibit C -Compensation Collec tio n Type Quant it y Un it Rate Total 3 Day S pe ed /Vol ume Coun s 39 EA S2 25 $8.,77 5 Surmyva le Park r g Co llecti o n (2 da ys) 8 HR $6 0 $480 Sunny•,•ale Pa rk i '!l S,e 1pfMan age-men t/OC HR $85 SS 50 S a1 ta Clara: .ir ·i ng Colle c:on (2 ay s ) 24 HR $6 0 $1,44 S .::;:n ta Cla m P ci r};i ,. S e!U plM:anoigementlOC n HR $85 $1 ,02 0 Map/ ,I S Del iverabl e$ ~ , HR $85 $1 , 9 Annua l Repo rt .9 HR $,S5 $68 0 Tot(l l Amour1t Due~ $14 ,4 35 •• 4 •• www .id axda ta .co m 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 V l. Commercial General Liability (CGL) for bodily injury, prope1iy damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and k~ l-\' M advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a 'f general aggregate limit applies, either the general aggregate limit shall apply separately to this 4 \ ~ 1 d.ct roject/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occmTence limit. \y'Jflv-r-~-It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and /or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City 's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance , provided each policy complies with the requirements set fo1th 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. V 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 verification of no employees . t4. 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 1 P Jl 1t' 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: Ex h. D-lnsurance R equire ments for Design Professionals & Consu ltants Contracts Form Updated F eb. 201 8 1 Additional Insured Status /The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the 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 forms , iflater editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers , officials, employees , or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation V Consultant waives any right to subrogation against City/ Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein . Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term . Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies . Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained 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. Exh. D-Insurance Requirem ents for Design Pr ofessionals & Co n su ltants Co ntracts Form Updated Feb. 2018 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM /DD/YYYY) ~ 10/2/2018 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 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 ~~~~~CT A li son Olsen Dealey , Renton & Associates rigN~o Extl; 510-465 -3090 I FAX P . 0 . Box 12675 IA/C Nol: 510-452-2193 Oak land, CA 94604-2675 X~D~~ss: l nsu ran ce.Certificates@dea lev rento n.co m License #0020739 INSURERIS) AFFORDING COVERAGE NAIC# INSURER A : Trave lers Prop erty Casualty Co of Amer i 25674 INSURED INNOVDAT INSURER B: Tra ve lers In demni ty Company of Ame ri ca 25666 Innovative Data A cquisitions , LLC dba IDAX INSURER c: Tr ave lers Ind emnity Co. of Co nn ect icu t 25682 9805 NE 116th Street #7148 Kirkland, WA 98034 INSURER D: Trave lers Ind emnity Company 25658 425-821 -3 665 INSURER E : Beazley Insuran ce Comoanv. In c. 37540 INSURER F : COVERAGES CERTIFICATE NUMBER: 1005265417 REVISION NUMBER: THI S IS TO CERTIF Y THAT THE POLICIES O F INSURANCE LISTED BEL OW HAVE BEEN ISSUED TO THE INSURED NAM ED ABOV E FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQ UI REMENT, TERM OR COND ITI ON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WH ICH THI S CERT IFI CA TE MAY BE ISS UED OR MAY PE RTAIN , THE INS URAN C E AF FORD ED BY THE POLICIES DE SCR IBED HE R EIN IS SUB JE CT TO A LL THE TER MS, EXC LU SIONS AND CONDIT IONS OF SUCH POLICIES . LIMITS SHOWN MAY HAV E BEEN REDU CED BY PAID CLA IM S. INSR ADDL LTR TYPE OF INSURANCE , .... ., A X COMMERCIAL GENERAL LIABILITY y B I-~ CLA IMS-MADE 0 OCCUR X Contrac tu al Li ab X XC U Inc lu ded I- GEN'L AGGREGATE LI MIT APPLIES PER : R 0PRO-DLOC PO LI CY JECT OTHER : C AUTOMOBILE LIABILITY y ~ X ANY A UTO ~ OWNED -SCH EDULED AU TOS ON LY AUTOS - X HIRED X NON-OWNED -AU TOS ON LY AUTOS ON LY ~ UMBRELLA LIAB I X I OCCUR EXCESS LIAB n CLA IMS-MADE D OED I X I RETENTION$ 111 MO A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPR IETOR/PARTNER/EXECUTIVE OFFI CER /MEMBER EXCLUDED? (Mandatory In NH) Y/N D N/A If yes, desc ri be under DESCR IPTI ON OF OPERATIONS below E Profess ional Liabilny Claims Made Form SUBR WVD POLICY NUMBER y 6806 H710 126 V 6806H7 101 63 V / y BA4D77062A V' CUP2G043793 y UB9J100269 V V2 126F1801 01 POLICY EFF POLICY EXP LIMITS IMM/DD/YYYYI IMM/DD/YYYY \ 1/1/2018 1/1/201 8 1/1/2018 1/1/2018 1/1/201 8 111/20 18 1/1/2019 V EACH OCCURRENCE 11112019 V DAMAGt: 1 0 Rt:NTED PREMI SES /Ea occurrence\ s 2,000 ,000 v S 1,000,000 MED EXP (Any one person) S 10.000 PERSONAL & ADV INJURY S 2.0 00 ,000 GENERAL AGGREGAT E S 4.000,000 i/' PRODUCTS· COM P/OP AGG S 4,000 ,000 1/1/20 19 V iic~~~~~d~~lNGLE LIMIT S 1,000,000 V BODILY INJURY (Per person) S BODILY INJURY (Per accident) S s 1/1/2019 V EACH OCCURRENCE S 1,000 ,000 \ . AGGREGATE \ S 1,000,000 / 1/1/2019 ,/ X I ~~f TUTE I I OTH- ER -· WA Stop Gap E.L. EACH ACC IDENT S 1.000 ,000 / E.L. DISEASE -EA EMPLOYEE S 1,000 ,000 E.L. DISEASE· POLICY LIMIT $1 ,000.000 1/1/2019 v $2.000,000 v' / Per Claim $4 .000,000 v Annua l Aggregate DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101 , A dd itional Remarks Schedule, may b e attached if more s pace is required) Umbrella po li cy is a fo ll ow-form to unde rlyi ng General Li ability/Au to Liability/Employers Liab ility. P roject Name : The App le Campus Cut-Th roug h Traffi c & Par king Intrus ion Monitoring and Mit iga t ion P rogram In itia l Study -Th e City of Cupertino , it s City Co un ci l, offi cers, offic ials, employees , agen ts, serva nts, and vol unteers are nam ed as Addi ti ona l In sured as respects Genera l and Auto Liability as required per wri tt en co ntr act or agreement. General Liability is Primary/Non-Contributory per policy form wor ding . In s ura nce coverage in clud es W ai ver of Subrogati o n per the att ached . CERTIFICATE HOLDER I City of Cupertino 10300 Torre Avenue Cupertino CA 95014 ACORD 25 (2016/03) CANCELLATION 30 Day Not ice 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 . © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Nu . er: 6B06H710126 6806H710163 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II · WHO IS AN INSURED : Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies , or in connection with premises owned by or rented to you . The person or organization does not qualify as an additional insured : c. With respect to the independent acts or omis- sions of such person or organization ; or d. For "bodily injury", "property damage" or "per- sonal injury" for which such person or organi- zation has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows : e. Th is insurance does not apply on any basis to any person or organization for which cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part. f. This insurance does not apply to the render- ing of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations ex- ceed the limits of liability required by the "writ- ten contract requiring insurance", the insur- ance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance ". This endorsement does not increase the lim- its of insurance described in Section Ill -Lim- its Of Insurance . h. This insurance does not apply to "bodily inju- ry" or "property damage " caused by "your work" and included in the "products- completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured , and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period , whichever is earlier . 2 . The following is added to Paragraph 4.a. of SEC - TION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS : The insurance provided to the additional insured is excess over any valid and collectible other in- surance , whether primary , excess , contingent or on any other basis , that is available to the addi- tional insured for a loss we cover. However , if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- ditional insured under this Coverage Part must apply on a pr imary basis or a primary and non- contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance , provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs ; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requir- ing insurance". But this insurance provided to the additional insured still is excess over valid and CG D3 810915 © 2 015 Th e Travelers Ind emnity Compan y. All rights rese rve d. Page 1 of 2 In c lu des th e copyrighted mate ri al of Insurance S erv ices Office, In c., with its permi ssion COMMERCIAL GENERAL LIABILITY collectible other insurance, whether primary, ex- cess, contingent or on any other basis, that is available to the additional insured when that per- son or organization is an additional insured under any other insurance. 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us , of SECTION IV · COMMERCIAL GENERAL LI- ABILITY CONDITIONS : We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you be- fore, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINI- TIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part , provid- ed that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in ef- fect; and c. Before the end of the policy period . Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. CG 03 81 0915 Includes th e copy right ed material of Insurance Services Office, Inc ., with Its permission Policy # BA4D7::J , COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance pr ovided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of Rights Of Recovery Against Others To Us , of the CONDITIONS Sect ion : 5. Transfer Of Rights Of Recovery Against Oth - ers To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver ap- plies only to the person or organization desig- nated in such contract. CA T3 40 02 15 © 20 15 The Traveler s Ind e mni ty Comp any. All rig hts re se rve d . Page 1 of 1 In clu des co pyr ig hted ma teri al of In sura nce Service s Offi ce , In c . with its permis sio n. POLICY NUMBG THIS ENDORSEMENT CHANGES THE POLICY. COMMERCIAL AUTO CA 20 48 10 13 PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement , the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form . This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Innovative Data Acquisitions, LLC dba IDAX Endorsement Effective Date: 1/1/2018 SCHEDULE Name Of Person(s) Or Organization(s): Project Name: The Apple Campus Cut-Through Traffic & Parking Intrusion Monitoring and Mitigation Program Initial Study --The City of Cupertino, its City Council , officers , officials , employees , agents , Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage , but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 4810 13 © Insurance Services Office , Inc., 2011 Page 1 of 1 TRAVELERS J WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76(00) -001 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 City of Cupertino 10300 Torre Avenue Cupertino CA 95014 DATE OF ISSUE : 10/2/2018 017106 Schedule Job Description Project Name : The Apple Campus Cut-Through Traffic & Parking Intrusion Monitoring and Mitigation Program Initial Study --The City of Cupertino , its City Council , officers , officials , employees , agents , servants , and volunteers ST ASSIGN: CA