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18-217 Placeworks, Preparation of ISMND for 10625 S. Foothill Blvd-Stevens Canyon1 SECOND AMENDMENT TO AGREEMENT 18-217 BETWEEN THE CITY OF CUPERTINO AND PLACEWORKS FOR PREPARATION OF IS/MND FOR 10625 S. FOOTHILL BLVD/STEVENS CANYON ROAD This Second Amendment to Agreement 18-217 between the City of Cupertino and Placeworks, for reference dated 6/4/2020, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Placeworks, a Corporation (“Consultant”) whose address is 1625 Shattuck Ave., Suite 300, Berkeley, CA 94709, and is made with reference to the following: RECITALS: A. On 9/20/2018, Agreement 18-217 (“Agreement”) was entered into by and between City and Consultant for preparation of IS/MND for 10625 S. Foothill Blvd/Stevens Canyon Road. B. On 6/20/2019, City and Consultant entered into a First Amendment to the Agreement. C. The Agreement and First Amendment are collectively referred to as the “Agreement”, unless otherwise indicated. D. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 2 of the Agreement is modified to read as follows: SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant’s written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with the Agreement and Exhibits hereto, or as otherwise expressly rejected by City. Consultant further agrees to carry out its work in compliance with the City’s Shelter in Place and Social Distancing Guidelines Requirements, attached here and incorporated as Exhibit A-A. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal (“Additional Services”). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. 2 All references to “Services” in the Agreement included Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement, the Scope of Services, and Consultant’s Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 2. Exhibit A-A, attached hereto is added to this agreement. 3. Paragraph 3 of the Agreement is modified to read as follows: TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2021, unless terminated earlier as provided herein (“Contract Time”). 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B-1 Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate 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-1. 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. Exhibit B to the Agreement is replaced with Exhibit B-1, attached hereto. 5. Paragraph 4 of the Agreement is modified to read as follows: COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $87,885 ("Contract Price" ), as specified in Exhibit C-1, Compensation, attached and incorporated here. The Contract Price includes all expenses ana1·eimbursernents 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 $87,885 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C-1. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, subConsultant's costs, materials, supplies, equipment, travel, taxes, overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City' s reasonable satisfaction. 3 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed$ 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-1. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge ("Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee ove1iime, 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-1. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in 30 minute increments; (iv) the hourly billing rate or SubConsultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City approved rates set forth in Exhibit C-1, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 6. Exhibit C to the Agreement is replaced with Exhibit C-1, attached hereto. 7. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. SIGNATURES CONTINUE ON ON THE FOLLOWING PAGE IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONTRACTOR By Title Date CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Terri McCracken Associate Principal Jun 8, 2020 Heather M. Minner Jun 9, 2020 Director of CDD Jun 9, 2020 SERVICE AUTHORIZATION AMENDMENT NO. 2 PROJECT NO. COCU-15 DATE 06-01-20 PROJECT NAME Canyon Crossings (16025 S. Foothill Blvd. CEQA Review) AGREEMENT BETWEEN: CLIENT City of Cupertino CONSULTANT PlaceWorks STREET ADDRESS 10300 Torre Avenue STREET ADDRESS 3 MacArthur Place, Suite 1100 CITY STATE AND ZIP Cupetino, CA 95014 CITY STATE AND ZIP Santa Ana, CA 92707 CONTACT Erick Serrano CONTACT Terri McCracken Hereinafter referred to as “Client.” Hereinafter referred to as “Consultant.” This Amendment No. 2 to an existing agreement for services is made and entered into effective as of the date of signature (“Effective Date”), by and between PlaceWorks (Consultant), a California Corporation, and City of Cupertino (Client). RECITAL The Consultant desires to amend, modify and revise that certain Agreement (“Existing Agreement”) with the Client, entered into on September 20, 2018 to provide Services, as defined therein, and to now amend the Existing Agreement. Except as specifically amended by this document, all other terms and conditions of the Existing Agreement will remain in full force and effect, without modification. Now, therefore, in consideration of the above facts and of the covenants and agreement contained herein, the parties hereto agree that: Due to the delay in the project, extended timeline, revised transportation data, and incorporation of new site plans this contract modification is to supplement the following tasks: Status Meetings, Project Management, and technical analysis for air quality, greenhouse gas emissions, noise, as well as updates to hydrology and water quality pursuant to the new site plans, updates to VMT discussion pursant to SB 743, and updates to the wastewater calculations pursuant to the Cupertino Sanitary District’s Flow Modeling Analysis for Homestead Flume Outfall to City of Santa Clara published December 6, 2019. This contract amendment also extends the scope of work submitted to date through June 30, 2021. This contract amendment changes the total contract amount as follows. Previous Contract Amount: $71,962.80 Amount of this Amendment: $15,922.20 New Total Contract Amount: $87,885.00 See attached Billing Percentage Complete Table. Exhibit C-1 Exhibit B-1 Exhibit B-1 & Exhibit C-1 Service Authorization | Page 2 CONSULTANT: CONSULTANT PlaceWorks STREET ADDRESS 3 MacArthur Place, Suite 1100 CITY STATE AND ZIP Santa Ana, CA 92707 AUTHORIZED REPRESENTATIVE Terri McCracken TITLE Associate Principal PlaceWork’s Authorized Representative Date CLIENT: CLIENT City of Cupertino STREET ADDRESS 10300 Torre Avenue CITY STATE AND ZIP Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE Erick Serrano TITLE Senior Planner Client’s Authorized Representative Date 6-1-20 6.3.2020 Billing Percentage Complete Table: Canyon Crossings ProjectTasksLabor Cost Per TaskExpenses Per TaskOriginal BudgetService Agreement #1Service Agreement #2Total Revised BudgetTotal InvoicedTotal Remaining Percentage InvoicedPercentage CompleteA. Project Initiation1. Kick‐off Meeting$1,724.00 $1,724.00 $1,724.00 $1,693.20 $30.80 98% 98%2. Status Meetings $2,407.00 $2,407.00 $3,264.00 $5,671.00 $2,205.75 $3,465.25 39% 39%3. Project Management$2,642.00 $2,642.00 $2,611.20 $5,253.20 $2,608.65 $2,644.55 50% 50%B. Initial Study 1. Project Description$2,948.00 $2,948.00 $2,948.00 $2,912.10 $35.90 99% 99%2. Environmental Checklist$29,827.00 $500.00 $30,327.00 $30,327.00 $30,314.40 $12.60 100% 100%C. CEQA Document: Mitigated Negative Declaration Option1. Mitigated Negative Declaration$8,894.00 $8,894.00 $10,047.00 $18,941.00 $5,233.88 $13,707.13 28% 28%2. Mitigation Monitoring or Reporting Program $857.00 $857.00 $857.00 $0.00 $857.00 0% 0%3. Notice of Intent$1,061.00 $1,061.00 $1,061.00 $0.00 $1,061.00 0% 0%4. Public Review (ERC and PC Meetings) & Response to Comments$3,703.00 $1,275.00 $4,978.00 $4,978.00 $0.00 $4,978.00 0% 0%5. Approval (City Council Meeting) and Notice of Determination$1,908.00 $224.00 $2,132.00 $2,132.00 $0.00 $2,132.00 0% 0%Reimbursable Expenses$1,999.00 $1,999.00 $1,999.00 $210.38 $1,788.62 11% 11%Contingency$0.00 $800.00 $11,993.80 $12,793.80 $12,014.33 $779.48 94% 94%Total Budget $57,970.00 $1,999.00 $59,969.00 $11,993.80 $15,922.20 $87,885.00 $57,192.68 $30,692.32 65%65%Total Invoice Revised: April 30, 2020 – Services Agreements 1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s (“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement (“Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. As long as required by the operative Health Order or other Health Laws, these measures shall include, but are not limited to, the following: 1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to any project site or any work area to workers who are necessary to perform in-person work. Require non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. 2. Distancing. Where workers perform in-person work at a project site or a work area, prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception Revised: April 30, 2020 – Services Agreements 2 of any physical contact required for worker safety or to comply with safety Laws. Prohibit workers from sharing a vehicle. E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. 1229192.7 Placeworks_2ndamendment_10625SFoothill Final Audit Report 2020-06-09 Created:2020-06-08 By:Abby Ayende (AbigailA@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAzMyI0P_1bXED_JxAlppusF3msv8bCrpL "Placeworks_2ndamendment_10625SFoothill" History Document created by Abby Ayende (AbigailA@cupertino.org) 2020-06-08 - 7:53:16 PM GMT- IP address: 108.204.1.114 Document emailed to Abby Ayende (AbigailA@cupertino.org) for approval 2020-06-08 - 7:53:23 PM GMT Document approved by Abby Ayende (AbigailA@cupertino.org) Approval Date: 2020-06-08 - 7:54:13 PM GMT - Time Source: server- IP address: 108.204.1.114 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-06-08 - 7:54:15 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-06-08 - 8:19:14 PM GMT - Time Source: server- IP address: 24.23.184.82 Document emailed to Terri McCracken (tmccracken@placeworks.com) for signature 2020-06-08 - 8:19:16 PM GMT Email viewed by Terri McCracken (tmccracken@placeworks.com) 2020-06-08 - 8:25:01 PM GMT- IP address: 206.169.72.182 Document e-signed by Terri McCracken (tmccracken@placeworks.com) Signature Date: 2020-06-08 - 8:25:20 PM GMT - Time Source: server- IP address: 206.169.72.182 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-06-08 - 8:25:22 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2020-06-09 - 8:26:22 PM GMT- IP address: 45.41.142.243 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2020-06-09 - 8:27:06 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2020-06-09 - 8:27:08 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2020-06-09 - 8:51:46 PM GMT- IP address: 104.47.45.254 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2020-06-09 - 8:52:09 PM GMT - Time Source: server- IP address: 24.130.171.172 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-06-09 - 8:52:10 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2020-06-09 - 9:23:52 PM GMT- IP address: 104.47.46.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-06-09 - 9:24:01 PM GMT - Time Source: server- IP address: 148.64.105.190 Signed document emailed to cyrahc@cupertino.org, Heather M. Minner (minner@smwlaw.com), Abby Ayende (AbigailA@cupertino.org), Terri McCracken (tmccracken@placeworks.com), and 3 more 2020-06-09 - 9:24:01 PM GMT FIRST AMENDMENT TO AGREEMENT 18-217 BETWEEN THE CITY OF CUPERTINO AND PLACEWORKS,INC FOR PREPARATION OF IS/MND FOR 10625 S. FOOTHILL BLVD This First Amendment to Agreement 18-127 between the City of Cupertino and Placeworks, Inc., for reference dated 6/20/2019, is by and between the CITY OF CUPERTINO, a municipal s corporation (hereinafter "City") and, Placeworks, Inc. a Corporation ("Consultant")whose address is 3 MacArthur Place, Suite 1100, Santa Ana, CA 92707 and is made with reference to the following: RECITALS: A. On 9/20/2018, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for preparation of IS/MND. The agreement will expire on 6/30/2019. B. The Agreement and the First Amendment are collectively referred to as the "Agreement" unless otherwise indicated. C. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. TERM Paragraph 3.1 of the Agreement is modified to read as follows: This Agreement begins on the Effective Date and ends on June 30, 2020 unless terminated earlier as provided herein ("Contract Time"). Paragraph 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City's Notice to Proceed("NTO"), and must complete each task within the time specified in Exhibit B. 2. COMPENSATION Paragraph 4.1 of the Agreement is modified to reads as follows: Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $71,962.80 ("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. j I 4.2 Basic Services. City will pay Consultant$71,962.80 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, subConsultant's costs, materials, supplies, equipment, travel, taxes, overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. II IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONS L"ANT ,/ CITY OF C ERTINO j /// B L'%1L - X2 By i 'Title mwo- "alz �i�Cix[ Qccl City Manager RECOMMEND PP APPROVED AS TO FORM_ By 1'ide6ti}l'!sW/�_b[IZ. Gb17 City Attorney S'T: t City Clerk EXPENDITURE DISTRIBUTION PO #2018-636 100-71-701-750-031 Original $59,696 Amendment#1: $11,933.80 Amendment#2: Total: $71,962.80 Q P ACEWORKS SERVICE AUTHORIZATION i AMENDMENT NO. 1 PROJECT NO. COCU-15 DATE 6-20-19 PROJECT NAME Canyon Crossings(16025 S.Foothill Blvd.CEQA Review) AGREEMENT BETWEEN: CLIENT City of Cupertino CONSULTANT PlaceWorks STREET ADDRESS 10300 Torre Avenue STREET ADDRESS 3 MacArthur Place,Suite 1100 CITY STATE AND ZIP Cupetino,CA 95014 CITY STATE AND ZIP Santa Ana,CA 92707 CONTACT Erick Serrano CONTACT Terri McCracken Hereinafter referred to as"Client." Hereinafter referred to as"Consultant." This Amendment No.1 to an existing agreement for services is made and entered into effective as of the date of signature("Effective Date"),by and between PlaceWorks(Consultant),a California Corporation,and City of Cupertino(Client). RECITAL The Consultant desires to amend,modify and revise that certain Agreement("Existing Agreement')with the Client,entered into on September 20,2018 to provide Services,as defined therein,and to now amend the Existing Agreement.Except as specifically amended by this document,all other terms and conditions of the Existing Agreement will remain in full force and effect,without modification. Now,therefore,in consideration of the above facts and of the covenants and agreement contained herein,the parties hereto agree that: Due to the extended timeline and incorporation of new site plans,as well as updating the files with the 2018 CEQA Guidelines,this contract modification requests the activation of a 20 percent contingency budget. This contract amendment also extends the scope of work submitted to date through June 30,2020. This contract amendment changes the total contract amount as follows. Previous Contract Amount: $59,696.00 Amount of this Amendment: $11,933.80 New Total Contract Amount: $71,962.80 See attached Billing Percentage Complete Table. 99 K f-'. I PS PLAI:_1 CONSULTANT: CONSULTANT PlaceWorks STREETADDRESS 3 MacArthur Place,Suite 1100 CITY STATE AND ZIP Santa Ana,CA 92707 AUTHORIZED Terri McCracken TITLE Associate Principal R TATIVE eWork's Authorized Representative Date CLIENT: CLIENT City of Cupertino STREET ADDRESS 10300 Torre Avenue CITY STATE AND ZIP Cupertino,CA 95014 AUTHORIZED Erick Serrano TTITLE Associate Planner REPRESENTATIVE Cli is Authorized Representative Date� Service Authorization Page 2 �I ( $ ( K ? mr < « # « « § � ! 7! j § & aR2 § § § 6 § \ « § 2a ` a8 aa $ mm � ®® \ \ }}\ ° § l898 7 § & 32 } i8 $ 00 82 ■ a \ \ \ ! § §\ } ( § R (2 ©- ■ $ $ �$ =3 ea8 88 829i ) # � ■ \\} ol \ \ $ }\\ \ k - � 2R - 2 }} ® f 7 , aa8 of % § 888 4 % � fƒ / 9q 2 ) & 0 § $ ;®¥In t ] J! . � ) § ( / / ƒ t \\ ■ 2 ƒ q { UN \\ ; ± � ) za ■ ) I i ± § ) ) / , � § ) ) ) ) \ )3 � % § 2 - » \ �� / mt ■ ) 2f $ } % \ k ƒ} / f6E f ` Z,Z; _ CL 2 \ ■ 2 � Aa ¥ cd U, N, aww & 3 i I EXHIBIT IJ Insurance Requirentents Design Professionals & Consultants Contracts i Colsultant shall procure prior to comnlencenlent ofServices and maintain For the duration of the contract, at its o\vn cost and expense, the follmving insurance policies and coverage tivith companies doing business in i California and acceptable to City. y I INSURANCE POLICIES AND MINI:iYRINIS REQUIRE[) i I 1. Comiitercial Certer(r!Liability(CGL) for bodily injury, property" dalllage, personal injury liability for premises operations, products and completed operations, contractual liability. and personal and advertising injul•y With limits no less than S.2,00I1,000 per occurrence (ISO Form CG 00 01). If a neneral ag�ureeate limit applies, either the general aggregate limit shall apply separately to this pp �. pP Y P I project/loc action (ISO Form CG 25 03 or'2j O=I) or it shall be twice the required occurrence limit. I i a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional insured and shall be.(i) the mininllurr coverage/limits specified in this agreement; or(1i)the broader coverage and maxir111,11-1i limits of coverage of any insurance policy, whichever i.s greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-co.ntributory," 1 will not seek contribUtiOn fr01-11 City's insurance/self-insurance. and shall be at least as broad as ISO Form CO 20 01 (04/13). i c. The limits of insurance required may be satisfied by a combination of primary and umbrella or etcess insurance, provided each policy complies with the requirements set forth in this Contract. Any unlbr•ella or excess insurance shall contain oi- be endorsed to Contain a pl•OViSIO[l th,1t SLICIi COVe-r'at're shall also apply on a primal-) and noel-contribtrtor•y 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 inslu•ed. i 2. ciuturttnhile LirtGility: ISO CA 00 01 covering any auto(InCllldlnU U4611e(l, hired, and non-owned autos) with limits no less than S1,000,000 per accident for bodily injury and property damage. • e sir iCalifornia. With Statutol Limits and �. 6Y�rkefs Cofrrpcnsutuut. A� r q ec l} the State of Calntonn tl -y i Employer's liability Insurance of no less than $1,000,0.00 per occurrence for bodily injury or disease. i O Xot required.. Consultaid Ixt.s wl'ilten vu1•0cu1ioi7 of no emlVoyees. i i 4. ProfessioFial Liability for professional. acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than S2,000,000 per occurrence or S2,000,000 aggregate. If written on a I i claims made form: I a.. The Retroactive Date must be shown and must be before the Effective Date of the Contract. i b, Insurance must be maintained for at least Five (5)years after completion of theServices. c. Ifcovera,e is canceled ornon-renewed,and not replaced with another clairns-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 tile Services. i i OTHER INSURANCE PROVISIONS � The aforementioned insurance shall be endorsed and have all the Follo,\ing conditions and provisions: i I::rlt 0-insurance Regain cnrenis li)r Design f'rofi Sl ionals d Consr.rltunts("minvels Form t.Pcicrled i e6. ' l c4 l i I Arlrlitfonrrl I/tsurc�rl,Strrtrrs � The City of Cupertino, its C'lt� (_011il6l, OffiCel-S. otllClalS,elliplc)N:ecs, a`,ems, servants and V011lllteel-S ("Additional Insureds") are to be covered as additional insureds on C011SUltant'S CGL policy. General I Liability coverage can be provided in the form of an endorsement.to C:unsultant S i[ISul'anCe (at least as broad as ISO Form CG 2)9 10(1 1%85)or both CG '0 10 and CG 20 37 Forms. if Eater editionS are uses(). Prulurry Coverage Coverage affforcled to City:rAdditional Insured's shall be primary insulmce. Any insilraiice or self-insurance, i maintained by City, its officers, officials, eniployeeS, or vellunteers shall be excess of Consultant's inSUI-ance and shall not contribute to it. I Alotice of Cancellation , i 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 ofprGmiums. Waiver of Suhrog Aaiun �. Consultant waives any' right to subrogation against City Additional Insured; fL>l 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 tivork 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 frolic the lnsnrer. I j Deductibles aril Self=lrrsurerl Rete)ttions I 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 deducti.bfa or self-insurecl retentions as respects the ; City/Additional• Insureds; or Consultant must sho�c proof of abi_I;it}:' to pay losses and costs related C i investigations_ claim administration and defense expel ses. The policy shall provide. or be endorsed to 4 provide, that the self-ilisllred retention ma\ be satisfied by either the insured;or the City Accepfubility of Insurers lnsttrers roust be licensed to do busllXSS in California with an A.L-,,,1. Best Ratim, ofA-I`ll, orbetter. Ver•ifrcation of Coverage Conslltant must furnish acceptable inSt a unce certificates and mandatory endorsements (or ec�pil s of the pc)llcies effecting the coverage required by this Contract), and a copy of:the Declarations and Endorsement Page or I ( the CGL policy listing all policy endorsements prior to conimencenient ofthe Contract. City retains the rigllt i to demand verification of compliance at any time duringthe Contract term: Suhconstrltants f Consultant shall require and verify that all subconSultants maiutaiii insurance that meet the requirements of this Contract illclild.ing namin17 the City as an additional insured on subconsultant's insurance policies. High er lrmmutre Limits i [fConsult.antmaintaiiisbroadercovera�,Band/orhigher[ilnitsthan the niinimumsshovvn above.Cityshallbe i entitled to coverage forthe higher insurance limits maintained byConsultarlt. I A(1equacy of Coverage i City reserves the right to modify these insurance requirements/coverage bases( on the nature of the risk, prior 1 experience, insurer or other special circumst�ulces, with not less than ninety (90) clays prior written notice. I r I f=rh. U Lrr�ru cnrc'e R�ctuirenr�rrls/irr U�si rr!'rq��ssirrrrals cr C'orrsulrcutts ('uru)uEts Form (."p(hited Feh; 2018 2 AC RO® CERTIFICATE OF LIABILITY INSURANCE DATE /YYYY) 06128/2019/2019 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 Marsh Risk&Insurance Services NAME: 17901 Von Karman Avenue,Suite 1100 A/CNNo Ext: NC No): (949)399-5800;License#0437153 E-MAIL Irvine,CA 92614 ADDRESS: Attn:NewportBeach.CeaRequest@marsh.com/F:212-948-4323 INSURER(S)AFFORDING COVERAGE NAIC# CN115158923-01-01-19-20 INSURER A:Crum&Forster Specialty Insurance Cc 44520 INSURED Place Works,Inc INSURER B:Travelers Property Casualty Company Of America 25674 Dba:The Planning Center INSURER C: Design Community&Enviornment 3 MacArthur Place,Suite 1100 INSURER D Santa Ana,CA 92707 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: LOS-002212059-20 REVISION NUMBER: 3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY X X EPK127413 07/01/2019 07/01/2020 EACH OCCURRENCE $ 5,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence $ 50,000 X BI&PD Ded.$5,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 5.000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 X JECT ❑ LOC PRODUCTS-COMP/OP AGG $ 5,000,000 POLICY❑ PRO OTHER: Contractors Pollution $ 5,000,000 B AUTOMOBILE LIABILITY X X BA1N96406A19CAG 07/01/2019 07/01/2020 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNEDL SCHEDULED BODILY INJURY Per accident $ AUTOS ONLY AUTOS ( ) HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident Comp/Coll Deductibles $ 1,000 UMBRELLA LIAB X OCCUR EX6J3287561943 07/01/2019 07/01/2020 EACH OCCURRENCE $ 4,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4,000,000 DED RETENTION$ $ B WORKERS COMPENSATION UB7K7286761943G 7/ 07/01/2020 X PER oTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED9 ❑N NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Errors&Omissions-Claims Made EPK127413 07/01/2019 07/01/2020 Each Claim/Aggregate 5,000,000 Retro Dates:See 2nd Page DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:IS/MND Cupertino CA The City of Cupertino,its city council,boards and commissioners,officers,employees,and volunteers are included as additional insured where required by written contract with respect to General and Auto Liability. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract with respect to General Liability.Waiver of subrogation is applicable where required by written contract with respect to General and Auto Liability, CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 10300 Toree Ave. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Cupertino,CA 95014 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk&Insurance Services Rosalynda Martinez R� 1�#inG3,r� @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD BA1N96406A19GAG Effective 07/01/2019 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following.- BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE-This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages_ Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what Is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE -LOSS OF B. BLANKET ADDITIONAL INSURED USE-INCREASED LIMIT I. PHYSICAL DAMAGE - TRANSPORTATION C. EMPLOYEE HIRED AUTO EXPENSES-INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS - INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO - LIMITED WORLDWIDE COV- LOSS ERAGE-INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE-GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph AA., Who Is person or organization qualifies as an "insured" �— under the Who Is An Insured provision contained An Insured, of SECTION If-COVERED AUTOS p= LIABILITY COVERAGE: in Section 11. Any organization you newly acquire or form dur- ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION 11 -- COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" �-' ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- W--. 13. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., .2. The following replaces Paragraph b. in B.5., Who Is An Insured, of SECTION II - COVERED Other Insurance, of SECTION IV -- BUSI- _ AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 P2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material or Insurance Services Office,Inc.with its permission. coaoea BA7E37616719CAG Effective 07/01/2019 COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outs€de the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Pico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- The following is added to Paragraph A,1,, WhoIs tle any such claim or "suit" and keep us advised of all proceedings and a� An Insured, of SECTION II —COVERED AUTOS Lions LIABILITY COVERAGE; Any "employee" of yours is an "insured"while us- (ii) Neither you nor any other involved "insured" will make any settlement ma ing a covered "auto"you don't own, hire or borrow without our ill mat. in your business or your personal affairs. (iii) We may, at our discretion, participate E. SUPPLEMENTARY PAYMENTS -- INCREASED in defending the "insured" against, or LIMITS in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II —COVERED AUTOS LIABIL- (iv)We will reimburse the "insured" for ITY COVERAGE: sums that the "Insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily eluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- 2. The following replaces Paragraph A.2.a.(4), graph G., Limits Of Insurance, of of SECTION II — COVERED AUTOS LIABIL- SECTION II -- COVERED AUTOS ITY COVERAGE: LIABILITY COVERAGE, (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses Incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO -- LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE—INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION It — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, em- have used up the applicable lirnit of bargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and pro- settlements or defense expenses, hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada_ members of their households, Page 2 of 4 92015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office,Inc.Wth its permission. BA7E37616719CAG Effective 07/01/2019 COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered"auto". compulsory insurance in any such coup- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with No deductibles apply to this Personal Property compulsory insurance requirements will coverage. not invalidate the coverage afforded by this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you compiled with the compulsory in- sions, of SECTION III -- PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto"you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs AA.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto"for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b• The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated_ ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one"loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE-- LOSS OF SECTION IV— BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or 'loss" ap- graph A.A.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or"loss" is known TION III— PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A psrtner(if you are a partnership); corn-$750 for any one "accident". (c) A member (If you are a limited liability I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.A.a., Transportation Expenses, of ganization);or SECTION III -- PHYSICAL DAMAGE COVER- (e) Any"employee" authorized by you to give no- AGE: tice of the "accident" nr'loss". x= We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION �= $1,5D0 for temporary transportation expense in- The following replaces Paragraph A.5., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, Bred "auto"of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS: o The following Is added to Paragraph A.A., Cover- 5. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or"loss", provided that the "accident'or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 �;)2015 The Travelers Indemnity Company.Ail rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc-with its permission. 002097 BA7E37616719CAG Effective 07/01/2019 COMMERCIAL_AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or .organization designated in such error In, any Information given by you shall not contract. prejudice your rights under this 11nsurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV--BUSINESS AUTO CONDITIONS. Page 4 of 4 G 2015 The Travelers Indemnity Company,All rights reserved. CA T3 53 02 15 includes copyrighted material of insurance Services Office,Ina.with its permission. FPK127413 Effective 07/01/2019 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL.GENERAL. LIABILITY COVERAGE FART SCHEDULE Name of Additional Person(s) or Organization(s): Location And Description Of Completed Operations Where Required By Written Contract. Where Required By Written Contract. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section III — Who Is An Insured within the Common Provisions is amended to include as an insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included In the "products-completed operations hazard". EN0320-0211 Page 1 of 1 EPK127413 Term.7-1-19 to 7-1-20 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED WITH WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL, LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) or Organization(s) Where Required By Written Contract. A. SECTION Ili — WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but only with respect to liability arising out of "your work" for that person or organization performed by you, or by those acting on your behalf. B. As respects additional insureds as defined above, this insurance also applies to "bodily injury" or "property damage"arising out of your negligence when the following written contract requirements are applicable: 1. Coverage available under this coverage part shall apply as primary insurance. Any other insurance available to these additional insureds shall apply as excess and not contribute as primary to the insurance afforded by this endorsement. 2. We waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because of payments we make for injury or damage arising out of"your work' performed under a written contract with that person(s) or organization(s). 3. The term "additional insured" is used separately and not collectively, but the inclusion of more than one "additional insured" shall not increase the limits or coverage provided by this insurance. This Endorsement does not reinstate or increase the Limits of Insurance applicable to any "claim"to which the coverage afforded by this Endorsement applies. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. EN0147-1111 Page 1 of 1 i I * I TRAVELERS J . WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 99 03 76( A)- 001 POLICY NUMBER: UB-7x72e676-18-43-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -- CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be 2.00 % of the California workers' compensation pre- mium. Schedule Person or Organization Job Description ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. d;— r- o� o� O^� N= w� I c o I c This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is Issued subsequent to preparation of the policy.) Endorsement Effective 07/01/2018 Policy No. UB7K728676-18-43-G Endorsement No. 1 Insured Premium Insurance Company Travelers Property Casualty Countersigned b —,44 y DATE OF ISSUE: 06-11-18 ST ASSIGN: Page 1 of 1 001746 CITY OF isDESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH PLACEWORKS C U P E RT I N O 10625 -10637 S FOOTHILL BLVD/STEVENS CANYON RD DEVELOPMENT. 1. PARTIES This Agreement is made and entered into as of September 20, 2018 ("Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and Placeworks ("Consultant"), a Corporation for preparation of IS/MND for 10625 S. Foothill Blvd/Stevens Canyon Road ("Project"). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant's written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected by City. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project,which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal ("Additional Services"). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to"Services" in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement,the Scope of Services,and Consultant's Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2019 , unless terminated earlier as provided herein ("Contract Time"). 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City's Notice to Proceed ("NTO"), and must complete each task within the time specified in Exhibit B. Project 10625 S Foothill Blvd Design Professional Agreement(single)/Rev.May.2018 Page 1 of 10 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $59,968 ("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$59,968 ("Lump Sum Price")for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, subConsultant's costs, materials, supplies, equipment, travel,taxes, overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction. 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $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 ("Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the amount due for the preceding month. City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services,and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in 30 minute increments; (iv)the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. Project 10625 S Foothill Blvd Design Professional Agreement(single)/Rev.May.2018 Page 2of10 b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction,compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits,worker's compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City's reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any subConsultants that they are properly licensed, registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License. 5.4 SubConsultants. Unless prior written approval from City is obtained, only Consultant's employees and subConsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all subConsultants to furnish proof of insurance for workers' compensation,commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all subConsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for any violations pursuant to the indemnity provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its SubConsultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use Project 10625 S Foothill Blvd Design Professional Agreement(single)/Rev.May.2018 Page 3of10 it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium,prepared by Consultant under this Agreement("Work Product"), will be the exclusive property of the City and shall not be shown to a third-party without prior written approval by City 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code,all copyrights to the Work Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not"works for hire", Consultant and SubConsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its SubConsultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant's performance, benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 Consultant will provide City full access to Consultant's books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or Project 10625 S Foothill Blvd Design Professional Agreement(single)/Rev.May.2018 Page 4 of 10 audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT Consultant shall not assign,sublease, hypothecate,or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means 50%or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY /SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino"will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Agreement, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel,Consultant agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions,officers, officials, employees, agents, servants, volunteers and consultants (collectively, "Indemnitees"), as follows: a. Indemnity Obligations for Professional Liability. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any and all liability, claims, actions, causes of action, demands or charges whatsoever against any Indemnitee, including any injury to or death of any person or damage to property or other liability of any nature (collectively, "Liability"), that arise out of, pertain to, or relate to the negligence, recklessness,or willful misconduct of Consultant, its officers, officials, employees, agents or SubConsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees, and all other costs and fees of litigation. In addition to its indemnity obligations, Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such Liability. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant's Project 10625 S Foothill Blvd Design Professional Agreement(single)/Rev.May. 2018 Page 5of10 negligence,recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice,expert fees and all other costs and fees of litigation. C. Claims for Other Liability. For all other liabilities not included in provisions"b" and "c" above, Consultant shall indemnify, defend, and hold harmless the Indemnitees against any and all liability, claims, actions, causes of action or demands whatsoever, including any injury to or death of any person or damage to property, or other liability of any nature arising out of, pertaining to,or relating to the performance of this Agreement by Design Professional, its employees, officers, officials, agents or subconsultants, including liability based on breach of contract, obligations,or warranties, or any unauthorized use or disclosure of City's confidential and proprietary information. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price, to Workers' Compensation claims, or to the Insurance or Bond limits and provisions.Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018, Consultant's duty to pay for any of Indemnitees' defense related costs will be limited to its proportionate shale of fault, as determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation. Project 10625 S Foothill Blvd Design Professional Agreement(single)/Rev.May.2018 Page 6of10 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a"public works"component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City's Labor Compliance Program and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws.Consultant shall not discriminate on the basis of race, religious creed, color, ancestry, national origin,ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation,gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws, including Government Code Section 12900 and 11135, and Labor Code Section, 1735, 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its subConsultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement,has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity,as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City,with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies.A violation of this Section constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager.The City's Project Manager for all purposes under this Agreement will be Erick Serrano ,who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City's reasonable approval, Consultant's Project Manager for all purposes under-this Agreement will be Terri McCracken , who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City's Project Manager on the Project status, progress, and any delays.City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. Project 10625 S Foothill Blvd Design Professional Agreement(single)/Rev. May.2018 Page 7 of 10 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services.No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent(10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. 17. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement(or the successors of those authorities). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This Section survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant or condition, or a subsequent breach, whether of the same or a different character. Project 10625 S Foothill Blvd Design Professional Agreement(single)/Rev. May. 2018 Page 8of10 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 thetas. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative.No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between this main Agreement and the attachments or exhibits thereto, the text of the main Agreement shal I prevail. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling.All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery,the delivery date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino To Consultant:Placeworks 10300 Torre Ave. 1625 Shattuck Ave.,Suite 300 Cupertino CA 95014 Berkeley,CA 94709 Attention:Erick Serrano Attention:Terri McCracken Email:ericks@cupertino.org Email: tmccracken@placeworks.com Project 10625 S Foothill Blvd Design Professional Agreement(single)/Rev.May.2018 Page 9 of 10 I 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 he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the patties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CONSULTANT CITY OF CUPERTINO Placeworks A Municipal Cor ration B ��J��---� By Name Steve Noack Name Oa� `�hlf'-yasAG, a Title Principal Title Assistant City Manager Date 9 Date /&4h/,/z ^T� Tax ID. No.: 95-2975827 VED A O FORM: �i t d )0 )s /o 7/,V �aSl� 7 O O V. IERRO Cupertino Acting City Attorney ATTEST: GRACE SCHMI T City Clerk / l Project 10625 S Foothill Blvd Design Professional Agreement(single)/Rev.May. 2018 Page 10 of 10 PLACEWORKS July 27,2018 Erick Serrano City of Cupertino 10300 Torre Avenue Cupertino,CA 95014 Subject: Scope of Work to Prepare an IS/MND for 10625-10637 South Foothill Boulevard/Stevens Canyon Road Project Dear Erick: Please accept our scope of work to prepare an Initial Study and Mitigated Negative Declaration (IS/MND)for the 10625-10637 South Foothill Boulevard/Stevens Canyon Road Project. Understanding of the Project EXHIBIT A The City has received a development permit application for 10625-10637 South Foothill Boulevard/Stevens Canyon Road submitted by SCR Enterprises (the Applicant). The 1.6-acre site is located along South Foothill Boulevard and Stevens Canyon Road, where both roads meet. Perpendicular to the site are two intersecting streets, McClellan Road to the north of the site and St. Andrews Road to the south of the site.The existing site includes one commercial building with a market, coffee shop, salon, restaurant, and former laundromat that is used for excess storage;a second commercial building that houses the Cupertino Bike Shop and has an attached residential structure used for additional bike storage; a vacant standalone residential building with grassy areas adjacent to it;and paved parking and driving areas.The project site is primarily surrounded by residential uses. The project site is assigned Assessor's Parcel Number 342-16-087. The General Plan Land Use for the project site Commercial/Residential (C/R). The C/R land use designation allows primarily commercial uses and secondarily residential uses or a compatible combination of the two. The project site is zoned Planned Development with General Commercial (P(CG)) and would require a rezoning to Planned Development with General Commercial and Residential (P(CG, Res)).The P(CG, Res)zone includes a mix of General Commercial and Residential uses.The residential uses within the P(CG, Res) zone are intended to support commercial development. The maximum height for the project site is 30 feet. A Phase I Environmental Site Assessment(ESA)was performed to provide a record of existing conditions and to identify recognized environmental conditions, or potential hazardous substances, from current and past uses. The assessment revealed no indication of recognized environmental conditions; however,there is a potential of asbestos containing material and/or lead-based paint based on the age of the building, though they are not considered recognized environmental conditions. The proposed project would involve demolishing the existing commercial buildings (approximately 9,600 square feet) and redeveloping the project site with a mixed-use project. The proposed project would include up to 18 dwelling units and approximately 4,500 square feet of commercial use. Preliminary site plans reviewed for the preparation of the Phase I ESA (described above), show that the proposed project would include multiple buildings.At the front and center of the site,the proposed project would have a building with ground-level retail, upper-level apartments, and underground parking. Other residential developments, including single-family residences,duplexes,and one triplex are proposed for the sides and rear areas of the project site. 1625 Shattuck Avenue, Suite 300 I Berkeley, California 94709 1510.848.3815 1 PlaceWorks.com PLACEWORKS As a result of the proposed project, and pursuant to CEQA Guidelines Section 15164, the City has determined that an IS/MND is required.The certified the Environmental Impact Report(EIR)for the General Plan,','included an evaluation of the project site (Housing Element Site 9: Foothill at McClellan Center—Foothill Market)with a density increase from 15 dwelling units per acre(du/ac)to 25 du/ac and a realistic capacity of 27 dwelling units. Accordingly,this scope of work includes the preparation of a tiered IS/MND pursuant to CEQA Guidelines Section 15152(Public Resources Code Section 21094). The IS/MND will address the environmental impacts related to the proposed improvements and new development associated with adoption/approval of the proposed project. A summary of the work program is presented in Table 1. Details about personnel assigned to these tasks,the number of hours per person per task, billing rates,and a breakdown of costs are included in Table 2 under Cost Estimates. WORK PROGRAM Task A: Project Initiation&Project Management 1. Kick-Off Meeting&Site Visit 3. Project Management 2. Status Meetings Task B: CEQA Environmental Review 1.Project Description 2. Initial Study Task C: Mitigated Negative Declaration 1.Mitigated Negative Declaration 4. Public Review&Response to Comments 2.Mitigation Monitoring or Reporting Program 5. Approval&Notice of Determination 3. Notice of Intent Work Scope This section describes the scope of work to be completed by PlaceWorks for the IS/MIND. The IS/MND will be prepared using the thresholds contained in Appendix F, Energy Conservation, and Appendix G, Environmental Checklist, of the CEQA Guidelines to address environmental impacts related to the potential for redevelopment of the project site as a result of the proposed project. Task A. Project Initiation and Project Management This task is structured to build a framework for coordination among team members. Close communication and efficient information sharing will facilitate preparation of a thorough, legally defensible environmental review document on an optimized timeline. 1. Kick-Off Meeting and Site Visit PlaceWorks will participate in a kick-off meeting with City staff to discuss expectations and concerns, and to review key issues, information needs, work products, and delivery schedule. The data to be used for environmental impact analysis will also be reviewed at this meeting to ensure it is fully aligned with that used on other recent and ongoing projects in the vicinity of the project. An appointed time for subsequent status meetings will be established at the kick-off meeting pursuant to Task A.2 described below. 1 City of Cupertino,certified General Plan Amendment,Housing Element Update,and Associated Rezoning EIR,State Clearinghouse Number 2014032007.December 2014. Z City of Cupertino,approved General Plan Amendment,Housing Element Update,and Associated Rezoning EIR Final Addendum,State Clearinghouse Number 2014032007.October 2015. July 27,2018 1 Page 2 PLACEWORK After the kick-off meeting, PlaceWorks staff will visit and photograph the project site, paying particular attention to features and issues identified at the kick-off meeting. Deliverables: » One(1)electronic copy of the Revised Project Schedule in PDF format to City » One(1)electronic copy of the Data Needs Memorandum in PDF format to City 2. Status Meetings We propose that a status meeting be held at a regular time interval from project start-up through to publication of the environmental review document in order to maintain close, effective communication between project team members and to ensure that obstacles to progress are addressed and resolved in a timely manner. PlaceWorks staff will set up a conference line and at the appointed time, City staff and PlaceWorks' team members will dial in to discuss and resolve any obstacles to progress.PlaceWorks staff will prepare and maintain a Project Schedule and an Action Item List that will serve as the basis for the status meetings. The Action Item List will identify: ■ Subject ■ Responsible Party ■ Issue ■ Due Date ■ Action Required ■ Status The status meetings are intended to be focused discussions bringing together City staff, PlaceWorks, and other team members as needed.The status meetings would be in addition to regular email and phone communication between project team members. 3. Project Management In addition to coordinating the regular conference calls,Terri McCracken, Project Manager,will serve as the day- to-day contact for project management and will be responsible for overseeing the budget,schedule and overall team coordination throughout the preparation of the environmental review document. Task B. CEQA Environmental Review PlaceWorks proposes the following environmental review process, described in detail below.The Environmental Checklist will be prepared In accordance with the CEQA Guidelines as amended pursuant to Assembly Bill 52. 1. Project Description PlaceWorks will draft a Project Description using graphics and textual information provided by the Applicant.The Project Description will include detailed information on project features including, proposed improvements and new construction, building sizes and heights, circulation patterns, and intended uses. In addition, the Project Description will describe the entitlement approvals necessary to process the project. We will submit one (1) electronic copy of the Administrative Draft Project Description in Word and PDF formats for review and approval by City staff prior to beginning the environmental review for the project. 2. Initial Study Using the City-approved Project Description, PlaceWorks will prepare the environmental checklist that documents existing conditions, project impacts (if any), and mitigation measures (if required), as well as the July 27,2018 1 Page 3 PLACEWORKS resulting level of significance for potential impacts under each of the topical areas required under CEQA. CEQA permits the exclusion of environmental issues on which it can be ascertained with certainty that the project would have no significant negative impact. Accordingly, the IS/MND will only briefly address those issue areas that would not be impacted by the proposed project or where it can be demonstrated that regulatory standards and standard conditions of approval will address the checklist significance criteria. Based on the project location and previously developed nature,it is expected that the following environmental topics of agricultural/forestry and mineral resources will be briefly addressed and dismissed from detailed analysis in the IS/MND. In keeping with the requirements of the CEQA, the Environmental Checklist will include a detailed analysis to determine the environmental impacts of the following resource categories: a. Aesthetics PlaceWorks will use its expertise in urban design and visual assessment, and its familiarity with the visual resources at the project site and in the surrounding area,to analyze potential aesthetic impacts associated with the project. The analysis will focus on the visual compatibility of the proposed improvements and new construction with the surrounding land uses and to any visual impacts created by the height, massing, and scale of the proposed project components. PlaceWorks will review the proposed site plan and renderings to ensure they reflect expected results, including the full nature of the developed project. The analysis will describe if and/or how construction of the proposed project would change the view of the site from surrounding public viewpoints. The analysis will also include a discussion of light- and glare-related impacts and a discussion of potential impacts to the existing viewshed. b. Air Quality, Community Risk and Hazards, and Greenhouse Gas Emissions PlaceWorks will prepare an air quality, greenhouse gas (GHG) emissions, and community risk and hazards analysis to evaluate impacts of the proposed project. The analyses will be prepared in accordance with the Bay Area Air Quality Management District's(BAAQMD) CEQA Guidelines, which are in the process of being updated by BAAQMD. Emission modeling will use the latest version of the California Estimator Emissions Model (CaIEEMod). The results of the air quality, GHG, and dispersion analysis and technical information will be summarized in the IS/MND and modeling data will be included as an appendix.The approach outlined below is based on BAAQMD's May 2017 CEQA Guidelines for project-level analyses. ■ Construction-Related Emissions: The proposed project would include the demolition of approximately 9,600 square feet of the existing commercial buildings, and subsequent redevelopment of the 1.6-acre site.The proposed project would involve substantial demolition and soil haul for the underground parking, and could involve the development of multiple buildings resulting in overlapping construction activities. Therefore, the BAAQMD screening sizes are not applicable. PlaceWorks will quantify project-related construction emissions based on the construction schedule, including duration for each construction subphase,anticipated equipment for each subphase,and estimated demolition volumes and earthwork(if applicable), as provided by the City and/or the Applicant. The estimated construction emissions will be evaluated to BAAQMD's applicable significance thresholds and mitigation measures will be identified, if necessary,to reduce significant impacts. ■ Off-site Construction Health Risk: BAAQMD requires projects to evaluate the impacts of construction activities on nearby sensitive receptors. The nearest off-site sensitive receptors are the single-family residences surrounding the project, approximately 25 feet from the edge of the project site. Additional sensitive receptors include single-family residences along Stevens Canyon Road. The residents at these locations would be potentially impacted from the proposed construction activities. PlaceWorks will prepare a Construction-Related Health Risk Assessment(HRA)to analyze the project's off-site community health risks from toxic air contaminant and fine particulate matter(PM2.5) emissions.The risk assessment will incorporate the construction emissions inventory to evaluate the concentration of toxic air contaminants (TAC) and PM2.5 generated at the nearest off-site sensitive receptor. Dispersion modeling July 27,2018 1 Page 4 PLACEW®RKS will be performed using a BAAQMD-accepted computer-based model (e.g.,AERMOD). Cancer and toxicity data published by California Environmental Protection Agency will be used to estimate long-term and short-term (acute) health risks for offsite sensitive receptors. Measures to reduce health risk from short- term construction activities will be considered in the IS/MND. ■ Criteria Air Pollutants and GHG Emissions—Operation Phase:The existing neighborhood retail center and residential uses onsite currently generate criteria air pollutant emissions and GHG emissions from transportation sources, energy use (electricity and natural gas), area sources (consumer products, landscaping equipment,etc.), and indirect GHG emissions from water use and wastewater generation and solid waste disposal. Conversion of the retail uses to the proposed mixed-use project would result in an increase in development intensity onsite that would generate an increase in criteria air pollutant and GHG emissions. BAAQMD has also identified screening criteria for project operation. While each discrete land use would not exceed the BAAQMD operational criteria air pollutant emissions screening criteria, cumulatively these facilities could exceed the BAAQMD significance thresholds.Therefore, PlaceWorks will also quantify the existing and the proposed project's operation-phase emissions based on the proposed land uses (square feet of retail, subterranean parking, and residential units) and trip generation and/or vehicle mile traveled information.Total emissions from construction activities will be amortized into the GHG emissions inventory. Criteria air pollutant and GHG emissions will be compared to BAAQMD's significance thresholds. Because the proposed project is consistent with the General Plan land use designation, the City's Climate Action Plan would fully mitigate potentially significant GHG impacts of the proposed project(if identified). ■ Air Quality Management Plan Consistency,CO Hotspots,and Odors:The San Francisco Bay Area Air Basin is in nonattainment for particulate matter and for ozone. Consistency with BAAQMD's air quality management plan to attain the federal and state ambient air quality standards will also be evaluated. Based in the preliminary information available, it is anticipated that the proposed project would not generate enough traffic at any one intersection to generate a CO hotspot(e.g.,increase traffic volumes at affected intersections by more than 44,000 vehicles per hour). Thus, analysis.of potential CO hotspot impacts will be described qualitatively. In addition, potential odor impacts to offsite receptors will also be described qualitatively. ■ Project Consistency with Plans Adopted to Reduce GHG Emissions:The GHG section will discuss the GHG reduction goals of Assembly Bill 32(AB 32),Senate Bill 32(SB 32),and SB 375.The California Air Resources Board has adopted the 2017 Climate Change Scoping Plan Update to achieve the SB 32 reduction target. In addition, the Association of Bay Area Governments (ABAG)/Metropolitan Transportation Commission (MTC) has adopted a regional transportation plan/sustainable communities strategy (Plan Bay Area 2040) to ensure that the Bay Area can attain the regional transportation-related GHG reduction goals of SB 375. Additionally,the Climate Action Plan was adopted to align the City's GHG reduction goals with state's GHG reduction targets. The GHG analysis will include a consistency evaluation of the project with these applicable state,regional,and local plans adopted for the purpose of reducing GHG emissions. c. Biological Resources Given the developed nature of the project site, the biological resources discussion will focus on the mitigation measures from the General Plan EIR addressing the potential for disturbance of avian nests, protected by the federal Migratory Bird Treaty Act and California Department of Fish and Game Code. d. Cultural Resources PlaceWorks will prepare these sections of the Initial Study in accordance with CEQA Guidelines as amended by Assembly Bill 52(Tribal Cultural Resources). Based on existing conditions on the project site,we anticipate these sections will focus on the potential for disturbance of unknown buried paleontological and archaeological July 27,2018 1 Page S PLACEWORKS resources, including human remains. This section will focus on the mitigation measures from the General Plan EIR addressing the potential for disturbance of unknown cultural and tribal cultural resources. e. Geology and Soils This section will describe the potential adverse environmental effects related to soils and geology. Existing site conditions will be described and geologic hazards, including distance from faults and hazards associated with earthquakes such as liquefaction, landslides, loose/weak soils, shallow groundwater, compaction, and ground shaking will be described. A general discussion of the site topography, slope stability, soil characteristics, and erosion potential will be presented,as well as the potential for these characteristics to affect stability of erosion of graded areas,and unprotected drainage ways. f. Hazards and Hazardous Materials PlaceWorks will evaluate safety environmental hazards associated with hazardous materials, hazardous waste disposal, airport safety, emergency preparedness, and wildland fire pursuant to the CEQA Guidelines. This section will be based in part on the Phase I ESA prepared by Applied Water Resources on January 12, 2018, as reviewed by PlaceWorks. As previously stated, the Phase I ESA revealed no indication of recognized environmental conditions, but the potential of asbestos containing material and/or lead-based paint based on the age of the building, though they are not considered recognized environmental conditions. Recognized environmental concerns will be evaluated and addressed in this section of the Initial Study,along with other past site activities, and proposed construction and development activities, the presence/absence and significance of hazardous waste risks,and recommendations for remediation measures,as appropriate. g. Hydrology and Water Quality The Hydrology and Water Quality section will identify and evaluate issues relating to surface and groundwater hydrology, site drainage, storm water pollution prevention during construction and operation, and best management practices. other federal,State,local,and regional programs and regulations that are applicable to the project also will be included. Pursuant to the Phase I ESA, nearby studies have indicated that groundwater is reached at 25 to 30 feet below the surface.The section will conclude with a discussion of the potential water quality impacts attributable to the proposed project, based on applicable significance criteria. It is assumed that the applicant will provide preliminary grading plans and drainage plans for the evaluation. Because more than 1 acre of land will be disturbed during construction,the Applicant must also file Permit Registration Documents (PRDs) with the State Water Resources Control Board (SWRCB)and prepare a Stormwater Pollution Prevention Plan (SWPPP). The IS/MND will explain the regulatory requirements to ensure water quality is not adversely impacted; however,the preparation of these documents are not part of this scope of work and are not required to prepare the IS/MND.The documentation of best management practices,including source control,site design, and stormwater treatment measures, will be described in this section along with low impact development measures. The results of the hydrology and water quality studies will be documented and included in the appropriate section of the IS/MND.The section will be prepared under the direction of a Registered Engineer in the State of California. h. Land Use and Planning The existing"character' of the project site will be described, and existing onsite and surrounding land use and zoning designations will be mapped and described in associated text.The general consistency of the project with applicable plans will be described,although a detailed policy analysis is not proposed (this is typically provided as part of the staff review of general plan consistency.) PlaceWorks can provide this as a scope adjustment if desired, but is not required by CEQA. The IS/MND will focus on whether the project will divide an existing community or would be inconsistent with policies adopted for the purposes of avoiding or reducing significant environmental impacts,as required by CEQA. July 27, 2018 1 Page 6 PLACEWORKS i. Noise and Vibration PlaceWorks will evaluate potential noise and vibration impacts for the construction and operational phases of the proposed project.We will use our experience and knowledge of similar noise environments to characterize the existing conditions for the project area, with particular attention being paid to the traffic flows on adjacent/nearby roadways. PlaceWorks will assess existing-conditions and identify the nearest sensitive receptors and other pertinent environmental characteristics; based on aerial photography, site plans, and project site photos. Based on an initial review, the project site is within a residential area. The site is adjacent to the major roadway Foothill Boulevard. Given this residential environment and the dominance of traffic flows, ambient conditions will be evaluated via the traffic noise analyses (discussed below)and no field measurements of ambient noise levels are indicated. The major temporary noise and vibration concerns appear to be project-related construction activities;given the proximity of residential uses surrounding the proposed project site. PlaceWorks will make an assessment of temporary noise and vibration impacts during site preparation and project construction activities using industry- standard analysis techniques and using scheduling, equipment mix, hauling, and truck trip information as provided by the City and/or Applicant. At this juncture of the development, it is assumed that pile driving may be needed and thatthere will be subterranean facilities(underground parking). Long-term, operational noise impacts will be primarily related to project-generated traffic flows. Traffic noise impacts to uses along nearby roadway segments will be with input parameters based on traffic forecasts included in the project's traffic study. Other, on-going noise sources at the site (such as such as heating, ventilation, and air conditioning (HVAC) units, maintenance activities, and periodic truck movements) are expected to be of secondary importance to the traffic impacts and will be discussed qualitatively. Potential noise and vibration impacts will be evaluated according to applicable City of Cupertino's noise and vibration criteria included in the City's General Plan and Municipal Code. Mitigation measures to reduce noise and vibration impacts will be recommended, as necessary, to reduce potential impacts to less than significant levels. The findings of the technical analyses and impact assessment will be provided in the noise and vibration section of the assumed IS/MND documentation for the proposed project. Pertinent calculations and technical information will be provided in an Appendix to the IS/MND. j. Population and Housing Because the General Plan EIR evaluated the potential for greater residential development on the project site than that of the proposed project(27 units compared to 18 units),it is not anticipated that the proposed project would directly or indirectly generate substantial growth,further there is no existing housing on the site used for residential purposes. PlaceWorks will summarize the population and housing impacts that would result from the project,including on an assessment of indirect impacts associated with proposed non-residential development. k. Public Services and Recreation The primary purpose of a public services and recreation impact analysis is to examine the impacts associated with physical improvements to public service and recreation facilities required to maintain acceptable service ratios, response times or other performance objectives. Public service and recreation facilities need improvements(i.e., construction, renovation or expansion)as demand for services increase. Increased demand is typically driven by increases in population.The proposed project would have a significant environmental impact if it would exceed the ability of public service providers to adequately serve residents, thereby requiring construction of new facilities or modification of existing facilities. As described above, the General Plan EIR evaluated greater residential development potential on the project site than that of the proposed project. July 27,2018 1 Page 7 PLACEWORKS I. Transportation and Traffic PlaceWorks will incorporate the findings of the traffic analysis prepared by Hexagon.The results of their analysis will be summarized in IS/MND with background information and calculations included in the Appendix to the IS/MND.The traffic section of the IS/MND will be prepared under the supervision of a registered traffic engineer. m. Utilities and Service Systems The project site would be furnished with sanitary sewer, potable water, electricity, telephone, data, and cable television services. PlaceWorks will evaluate potential impacts related to wastewater treatment and water supply infrastructure,stormwater infrastructure,solid waste disposal and energy conservation. This section will focus on the mitigation measures from the General Plan EIR addressing the capacity of the existing infrastructure to serve the proposed project and if not,the needs and potential impacts associated with expanding service.This section will also rely on the data provided on the applicant-prepared utility and stormwater control plans to prepare the utilities analysis for the Initial Study. Upon our understanding of the proposed project and project site, underground utilities would be installed within the limits of the project site and connect to existing infrastructure. Deliverables: » One(1) electronic copy of the Administrative Draft and Final Project Description in Word and PDF format to the City » One(1) electronic copy of the Administrative Draft Initial Study in Word and PDF format and appendices in PDF format to the City Task C. Mitigated Negative Declaration 1. Mitigated Negative Declaration If it is determined that potential impacts from construction or operation of the proposed project can be avoided through changes to the project, or mitigated to less-than-significant levels in accordance with CEQA Guidelines Section 15070,an MND form will be completed. PlaceWorks will prepare Screencheck Draft version of the Initial Study responding to City comments on the Administrative Draft document described in Task B.2 and a Public Review Draft pursuant to any minor City comments on the Screencheck Draft. 2. Mitigation Monitoring or Reporting Program Concurrent with the preparation of the IS/MND, we will prepare a Mitigation Monitoring or Reporting Program (MMRP)for the mitigation measures included in the IS/MND pursuant to the City's policies and procedures.The MMRP, shown in tabular form, will identify responsibility for implementing and monitoring each mitigation measure,along with monitoring triggers and reporting frequencies. 3. Notice of Intent PlaceWorks will draft a Notice of Intent (NOI) of an MND pursuant to CEQA Guidelines, Section 15072. PlaceWorks will work together with the City to prepare a master distribution list. PlaceWorks staff will be responsible for circulation to the State Clearinghouse,and mailings to local,regional and state agencies.City staff will be responsible for local noticing. July 27,2018 1 Page 8 PLACEWORKS Deliverables: » One (1) copy of the Screencheck Draft and Public Review Draft of the IS/MND in Word and PDF format. Technical appendices will be provided in PDF format » One (1) copy of the Administrative Draft and Public Review Drafts of the NOI and MMRP in Word and PDF format » Twenty (20)hard copies with the technical appendices on compact disc (CD) attached, and one (1) copy of the Public Review Drafts of the NOI,IS/MND,and MMRP in Word and PDF Format » Fifteen (15) hard copies of the NOI, IS/MND, and MMRP, and compact discs (CDs) with the complete IS/MND and technical appendices attached to the State Clearinghouse 4. Public Review and Response to Comments A maximum 30-day public review period will be required under CEQA if the notification of a State Agency(s) is determined to be necessary. During this period, Terri McCracken of PlaceWorks will attend one (1) public meeting(Environmental Review Committee)to present the conclusions of the IS/MND and receive comments on the document. Following the close of the public review period, PlaceWorks will respond to substantive comments received on the IS/MND in a memorandum form.This scope of work includes 38 hours of staff time to respond to comments in an Administrative Draft Response to Comments Memorandum. If an unforeseen amount of time is required to address comments received on the IS/MND,a contract amendment will be required. We will prepare an Administrative Draft Response to Comments Memorandum for review by City staff. Based on City staff comments,we will complete revisions and deliver a Final Response to Comments Memorandum. Deliverables: » One(1) electronic copy of the Administrative Draft Response to Comments Memorandum in Word and PDF format to the City » One (1) electronic copy of the Final Response to Comments Memorandum in Word and PDF format to the City 5. Approval and Notice of Determination Terri McCracken of PlaceWorks will attend two(2)public hearings(Planning Commission and City Council)on the approval of the proposed project and IS/MND. Within 5 days of approval of the IS/MND,PlaceWorks will prepare a Notice of Determination (NOD)for submittal to the County Clerk. City staff will submit the NOD to the County Clerk and pay all applicable filing fees at the time of posting.The budget does not include payment of any filing fees. Deliverables: » One(1)electronic copy of the Notice of Determination (NOD)in Word and PDF format to the City » One(1)electronic copy of the Final IS/MND in Word and PDF format to the City July 27,2018 1 Page 9 PLACEWORKS Schedule, Products, and Meetings SCHEDULE PlaceWorks staff will work with the City staff to prepare a schedule upon receipt of the Notice to Proceed. As shown on Figure 1, Project Schedule,we anticipate that the IS/MND can be completed and approved within a 6- month period. PlaceWorks has a strong track record in meeting project schedules and coordinating closely with its clients.Over years of managing projects similar to the proposed project, we have developed a variety of tools and tactics to keep projects on schedule and ensure that staff is well informed at all times. We will maintain an up-to-date schedule throughout the project,to ensure that all team members are aware of upcoming meetings and product due dates. As detailed in Task A.2,we recommend regular status meetings and the use of project management tools including regularly maintained action item list and schedule to ensure clear communication between project team members and quick resolution of obstacles to progress. PRODUCTS The following products will be submitted to the City in fulfillment of our proposed scope of work: ■ Revised Project Schedule ■ Data Needs Memorandum ■ Administrative Draft and Final Project Description ■ Administrative,Screencheck Draft and Final N01,IS/MND,and MMRP ■ Administrative,Screencheck Draft and Final Response to Comments Memorandum ■ Notice of Determination MEETINGS PlaceWorks will attend the following meetings in fulfillment of our proposed scope of work: ■ Terri McCracken will participate in one kick-off meeting ■ Terri McCracken will participate in ten regularly scheduled status meetings ■ Terri McCracken will attend one environmental review committee meeting to present the conclusions of the IS/MND and receive comments on the document ■ Terri McCracken will attend two public hearings on the approval of the project and IS/MND Attendance at additional hearings would be billed on a time and materials basis with an estimated cost of$800 per meeting. July 27,2018 1 Page 10 o N a o 00 o � CL \ # N 7 o a E z o # 0 o � # O 0 E m # a' # o N 3 3 3 3 3 3 3 3 3 00 Flu V o o o o C E w 3 i k w m m 6°. .. 1... � .o W z a m o m m " 3 a _ iz '-^ F Y N F- 6 c 1� Y o a 2 2 EXHIBIT C PLACEWORKS Cost Estimate As shown in Table 2,the estimated cost to complete the scope of work is$59,968.The billing rates for each team member are included in Table 2. PlaceWorks bills for its work on a time-and-materials basis with monthly invoices. PlaceWorks recommends planning for a 5 to 10 percent (i.e., $2,999 or $5,997) contingency fund to cover any unforeseen out-of-scope work that might be necessary for the project. ASSUMPTIONS This scope of work and cost estimate assumes that: ■ Our cost estimate includes the meetings shown above.Additional meetings would be billed on a time-and- materials basis.Terri McCracken will attend all project meetings and other public meetings. ■ No more than 38 hours of PlaceWorks staff time will be required to respond to comments on the Public Review Draft of the IS/MND. If additional labor is necessary, a contract amendment allowing additional work will be necessary. ■ All products will be submitted to the City in electronic (PDF) format, except for printed copies that are specifically identified in Table 2.This is an allowance only, based on the numbers of products and copies described above. If this allowance is exceeded, additional printing costs will be billed at PlaceWorks actual cost. ■ City staff will be responsible for meeting logistics, including schedule coordination, document production, printing notices,mailing costs,room reservations,room set-up and take-down,and refreshments. Acknowledgement This proposal shall remain valid for a period of 90 days from the time of submittal. The attached Service Authorization, which includes our General Terms of Consulting Agreement, is a part of this proposal. If the contents of this Proposal and Agreement are satisfactory, please indicate your approval by signing the Service Authorization and sending it to our corporate office. As Associate Principal, I am authorized to bind PlaceWorks and the project team to the contents of this proposal.We look forward to working with you to bring about the successful completion of this project. If you have any questions regarding the contents of this proposal, please feel free to contact the undersigned. Respectfully submitted, PlaceWorks Terri McCracken Associate Principal July 27,2018 1 Page 12 x anN coo a n.+mry m mm N O R ll awn oc to c n m N Ot G n r m N m mpmr4 m m m H 0�0 r-1 N N�O a0 w�"I a N I� -FaV w w w N vMmi w w N N N w N � N C m r m N r awn m �n ion N �o r1 r rn N m m0 O -e nirv� N ao Nrivrir.: I41 www.n �n w www.+ �n CD pBy a W L'Q J 0 fan a VI � Vw1 t0/F Vf -t N N Qmt a vl ti N C Nwww N aWir Nwww� rl N 0 a O Y M 3 m o m x a ........__.. i rl rl i ti M N p . c w V r a o v�i M a3 � w o n o 3 O N N ti 3 c�c W EN m O Np E 'o U 2 m w w 1 O 7i x am �E a 5 0 1 N N NO � c Ifl O1 N • �O C ti �t1 a c '.000�o 0o m � Nw �o o p I y W� N N M 01 O m i m 0 0 O r N I V O G ' N w ti m m m m m 4 0 0 0 0 0 Z xW� N N O N m li! F r O H Z m - c 'o o U (U 'm a` c 2 O O O U }J E - o m E W C ! C W U Y xd. w E o .o Ln m 'p "u � O v v c N z Q n c c a U v oa °'- N .. .. ... c i E O III N �Nm RLACEWORKS July 27,2018 1 Page 14 EXHIBIT D Insurance Requirements Design Professionals & Consultaitts Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the follovvinQ insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINOVIU1bIS 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 �\Jth limits no less than S2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i) the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution fro►n 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 o►- excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto(including owned, hired, and non-owned autos) with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation: As required by the State of Cal ifornia, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury ordisease. D Not required.. C011Su11n111 has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or S2,000,000 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. Ifcoverage 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 theServices. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: �I Lrh. D-Insurance Requirements.for Design Pro`ess•ionals& Consultants Contracts Form Updated Feb. 2018 1 Additional Insured Status The City of Cupertino, its City Council, officers, officials,employees, agents, servants and volunteers ("Additional Insureds")are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10(1 1/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insimice. 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 ifdue to non-payment ofpremiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the Citv has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions i Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.\M. Best Rating of A-VII, orbetter. Verification of Coverage ' Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. i Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained byConsultant. I 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) clays prior written notice. &h. D-Insurance Repirements.for Design Professionals c& Consultants Contracts Form L plated Feb. 2018 2 Aco° CERTIFICATE OF LIABILITY INSURANCE DATE/2018 /YYYY) o s/zszo1 s THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh Risk&Insurance Services NAME; PHONE FAX 17901 Von Karman Avenue,Suite 1100 A/c No Ext: A/c No): (949)399-5800;License#0437153 E-MAIL Irvine,CA 92614 ADDRESS: Attn:NewportBeach.CertRequest@marsh.com/F:212-948-4323 INSURERS AFFORDING COVERAGE NAIC# CN115158923-01-01.18-19 INSURER A:Crum&Forster Specialty Insurance Cc 44520 INSURED PlaceWorks,Inc INSURER B:Travelers Property Casualty Company Of America 25674 Dba:The Planning Center INSURER C: Design Community&Enviornment INSURER D: 3 MacArthur Place,Suite 1100 Santa Ana,CA 92707 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: LOS-002212059-18 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE NSDL WVD SUER POLICY NUMBER MM DDIYPOLICY EYYY MM DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY X X EPK122995 07101/2018 07101/2019 EACH OCCURRENCE $ 5,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence $ 50,000 X BI&PD Ded.$5,000 I MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000 NPOLICY❑ PRO- ❑ JECT LOC PRODUCTS-COMP/OP AGG $ 5,000,000 OTHER: Contractors Pollution $ 5,000,000 B AUTOMOBILE LIABILITY X X BA7E37616718CAG 07/01/2018 07101/2019 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PR0PERTYDAMAGE $ AUTOS ONLYH AUTOS ONLY 1 Per accident Comp/Coll Deductibles $ $1,000 UMBRELLA LIAB X OCCUR EX6J3287561843 07/01/2018 i 07/01/2019 EACH OCCURRENCE $ 4,000,000 X EXCESS LIAB CLAIMS-MADE j i AGGREGATE $ 4,000,000 DED RETENTION$ $ B WORKERS COMPENSATION 'UB7K7286761843G 7 8 07/01/2019 X IPER I OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE I I ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 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 A Errors&Omissions-Claims Made EPK122995 07/01/2018 107/01/2019 Each Claim/Aggregate 5.000,000 Retro Dates:See 2nd Page DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Re:IS/MND Cupertino CA The City of Cupertino,its city council,boards and commissioners,officers,employees,and volunteers are included as additional insured where required by written contract with respect to General and Auto Liability. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract with respect to General Liability.Waiver of subrogation is applicable where required by written contract with respect to General and Auto Liability. CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 10300 Toree Ave. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Cupertino,CA 95014 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk&Insurance Services Rosalynda Martinez @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD BA7E37616718CAG Effective 07/01/2018 COMI'AERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage, However, coverage for any injury, damage or medical expenses described In any of the provisions of this endorsement may be excluded or limited by another andorsoment to the Coverage Part, and these coverege broadening provisions, do not apply to the extent that coverage is eXCILIded or limited by such an endorsoment. The following listing is a general Wver- age description only, Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and villat is and Is not covered, A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT 1. PHYSICAL DAMAGE — TRANSPORTATION C. EMPLOYEE HIRED AUTO EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS .LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G, WAIVER OF DEDUCTIBLE-- GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.I., Who Is person or organization qualifies as an "insured" An Insured, of SECTION If —COVERED AUTOS under the Who Is An Insured provision contained LIABILITY COVERAGE: in Section 11. Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.I,, 50% or more ownership interest and that is not Who Is An insured, of SECTION fl — COV, separately insured for Business Auto Coverage, ERED AUTOS LIABILITY COVERAGE: Coverage under this provision Is afforded only un- An "am'pdoyee" of yours is an "Insured" while til the I 601h day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end Qf the policy period, which- contract or agreement in an "employee's" ever Is earlier. name, with Your permission, while performing duties related to the conduct of your B. BLANKET ADDITIONAL INSURED busi- ness. The follovir.g is -added to Paragraph c. in A.I., 2. The following replaces Paragraph ph b. in B,5., Who Is An Insured, of SECTION 11 — COVERED Other Insurance, of SECTION IV — Busf- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS, Any person or organization who is required tinder b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and a(ge, the following are deemed to be cov- that person or organization: that is signed and erect"autos"you own: executed by you before the "bodily injury" or (1) Any covered "aulo" You lease, hire, "property damage" occurs and that is in effect rent or borrow: and during the policy period, to be earned as an addi- (2) Any covered "auto" hied or rented by lional Insured is an "Insured" for Coveted Autos your "employe e" under a contract in Liability 'Coverage, but only for damages to which an. "employee's" name, with your CA T3 53 02 15 0 2015 The Travellers Indemnity Company.All Cqht5 reserved. Page of 4 Includes copyrighted material of lnsurnnna Services africe,Ino.,with its pe!inissicin. EPK122995 Effective 07/01/2018 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE ..............................................-.................................................................................................................................................................................. ..................... ...................................................................................................... Name of Additional Person(s)or Organization(s)-- Location And Description Of Completed Operations ...................I...................................................-- -..........................I.........................................................................................................................................................I.............I............................................................... Where 'Required By Written Contract. Where Required By Written Contract. ..........................— Information required to complete this Schedule, if not above,v,/i]J be shown in the Declarations. ............. ..................................... k Section III — Who Is An Insured within the Common Provisions is amended to include as an insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and Included in the :products-completed operations hazard". EN0320-0211 Page 1 of 1 EPK122995 Effective 07/01/2018 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED WITH WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART CONTRACTORS POLLUTION LIABILITY COVERAGE PART ERRORS AND OMISSIONS LIABILITY COVERAGE PART SCHEDULE .. ..................*'* "'--*.............. ....................I............. ....................... Name Of Additional Insured Person(s)or Organization(s) Where Required By Written Contract. ................................................................. ............ A. SECTION III — WHO IS AN INSURED within the Common Provisions is amended to include as an additional insured the person(s) or organization(s) indicated in the Schedule shown above, but only with respect to liability arising out of"your work" for that person or organization performed by you, or by those acting on your behalf. B. As respects additional insureds as defined above, this insurance also applies to "bodily injury' or "property damage" arising out of your negligence when the following written contract requirements are applicable. 1. Coverage available Linder this coverage part shall apply as primary insurance. Any other insurance available to these additional insureds shall apply as excess and not contribute as primary to the insurance afforded by this endorsement. 2, We waive any right of recovery we may have against the person(s) or organization(s) indicated in the Schedule shown above because of payments vie make for injury or damage arising out of "your work" performed under a written contract Wth that person(s) or organization(s). 3. The term "additional insured"is used separately and not collectively, but the inclusion of more than one "additional insured" shall not increase the limits or coverage provided by this insurance, This Endorsement does not reinstate or increase the Limits of Insurance applicable to any "claim" to which the coverage afforded by this Endorsement applies, ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED, F.N(01 47-1111 Page 1 of 1