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19-066 Fehr & Peers, Preparation of Parking Demand Study for the Marina Plaza
CITY OF m PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1.PARTIES This Agreement is made and entered into as of December 10 2018 -----�------------("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and Fehr & Peers ("Contractor"), a corporation for preparation of parking demand study for the Marina Plaza 2.SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3.TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2019 ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin on April 30, 2019 and shall be completed by J_u_n_e _3_0�, 2_0_1_9 _____ _ 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4.COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $ 1 7 000 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. Program Marina Plaza Page I of 8 Professional/Consulting Contracts /Version: May 22, 20/8 5.INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor warrants on behalfofitself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the applicable prevailing professional standard of care in Contractor's profession. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only· Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approvyd subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6.PROPRrETARY/CONFIDENTJAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7.OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document or other information or work, in any medium ( collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. Select one Page 2 of 8 Professional/Consulting Co11trac1s /Version: May 22, 2018 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a)The original Services for which Contractor was hired; (b)Completion of the original Services by others; (c)Subsequent additions to the original Services; and/or (d)Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8.RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in acc9rdance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9.ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be umeasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10.PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the proj'ect 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 Contract, without prior written approval from the City. 11.INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold Project Marina Plaza Page 3 of 8 Professional/Consulting Contracts !Versio11: May 22, 20/8 harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, and volunteers ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including reasonable attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings ) of every nature, arising directly or indirectly from this Agreement relating to any of the following: (a)Breach of contract, obligations, representations or warranties; (b) Negligent acts or omissions or willful misconduct by contractor or its subcontractors committed during performance ofthe Services; (c)Personal injury, property damage, or economic loss resulting from the negligent performance of Contractor or its subcontractors or sub-subcontractors; (d)Unauthorized use or disclosure of City's confidential and proprietary Information; (e)Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothingin the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12.INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will.not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13.COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. Select one Page 4 of 8 Professional/Consulting Contracts !Version: May 22, 2018 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public wo,rks" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, co.lor, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Sy ndrome (AIDS) or any other protected classificat_ion. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14.PROJECT COORDINATION City Project Manager. The City assigns Erick Serrano, Associate Planner as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Daw Cawley, Project Managrns its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15.ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be Project Marina Plaza Page 5 of 8 Professional/Consulting Contracts /Version: May 22, 2018 given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum often percent (10%) of the total time expended to date in the performance of the Services. 16.TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17.GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be· filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fa ct. 18.ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19.THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries ofthis Agreement. 20.WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21.ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modificatfon of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. Project Marina Plaza Page 6 of 8 Professional/Consulting Contracts /Version: May 22, 2018 22.INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an mnendment t_o cure mistaken insertions or omissions of required provisions. The Patties will collaborate to implement this Section, as appropriate. 23.HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24.SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the -extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25.SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26.NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino 10300 Torre Ave., Cupertino CA 95014 Attention: Erick Serrano Email: ericks@cupertino.org 27.VALIDITY OF CONTRACT To Contractor: Fehr & Peers ------------160 W. Santa Clara St., Suite 675 San Jose, CA 95113 Attention: Dan Cawley Email: d.cawley@fehrandpeers.com This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as mnended from time to time, (b)is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney's Office. Project Marina Plaza Page 7 of 8 Professiona/!Consulting Contracts !Version: May 22, 2018 28.EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR By��- Name Franziska Church Title Senior Associate Date OLf · l" • 11 Tax LD. No.: 68-0065540 APPROVED AS TO FORM: ltOCrov.-FtEltR:O \-\-e <-\. '(\,-_ e._( fr ... 'f\t\ ·. ,(\ '(\_ e. cCupertino Acting City Attorney ATTEST: � b [c(te� l ,'t} G�CE SCHMIDT I , ,...-Z,,L{ --1 c; City Clerk V\.. l Project Marina Plaza CITY OF CUPERTINO A Municipal Corporation B�--- Name_B_en_F_u�������� Title Interim Community Dev Director Date �(( e> ((1 Page 8 of 8 Professional/Consulting Contracts /Version: May 22, 2018 Exhibit A October 8, 2018 Erick Serrano, Associate Planner City of Cupertino 10300 Torre Avenue Cupertino, CA 95104 Subject: Proposal to Prepare a Parking Demand Study for the proposed Marina Plaza Development Dear Erick: Fehr & Peers is pleased to submit this proposal to prepare a parking study for the proposed Marina Plaza Project, to be located at 10118-10122 Bandley Drive and 10145 N. De Anza Boulevard in Cupertino, California. The project proposes to redevelop the existing Marina Foods building and parking lot into a mixed-use development comprising 23,000 square feet of commercial space, 188 housing units and a 122-room hotel. The purpose of this study is to collect data at similar sties in the area, determine the parking demand rates for the proposed mix of uses, and identify opportunities for shared parking. SCOPE OF WORK Task 1: Data Collection We will conduct field visits to observe parking occupancies at four sites in Cupertino and surrounding jurisdictions: two hotel sites and two mixed-use retail. Prior to collecting data, we will work with the City to identify the survey sites, the sizes of the uses (e.g., number of hotel rooms, 1,000s of square feet of retail space, and number of residential units), and current occupancy levels. We will need the number of occupied hotel rooms on the survey dates. The number of vehicles parked at the retail sites will be collected in one-hour intervals between 5:00 pm and 9:00 pm on a mid-week day (Tuesday, Wednesday or Thursday) and a Saturday. The number of vehicles at the hotels will be collected in one-hour intervals on a mid-week day (Tuesday, Wednesday or Thursday) and a Saturday between 5:00 pm and 1 :00 am. The data gathered during these field observations will be supplemented with residential parking data Fehr & Peers has collected in Cupertino as part of the Hamptons project in 2016. Exhibit C Exhibit B E1·ick Se1Tano October Page 2 of 3 Task 2: Parking Demand Rates and Parking Supply Recommendations Using the parking counts from Task 1, we will develop weekday and weekend peak parking demand rates for each of the three land use types proposed in the Marina Plaza development. We will use the survey data plus hourly variation data from ULI to estimate how the parking demands vary throughout the day and night. The rates will be multiplied by the proposed size of each land use and the hourly variations to estimate the site's overall peak demand. The results will be used to develop initial parking supply recommendations. We will refine our parking supply recommendations through a parking analysis applying both the City's shared parking guidelines and applying the national ULI model and recommend a total parking supply for the entire site Task 3: Documentation The results of the parking study will be presented in a technical memorandum for review and comment. One round of responses to comments will be incorporated into the final memorandum. FEE AND TERMS The time-and-materials fee to develop the parking demand rates and prepare a brief technical memorandum summarizing our results is $17,000, including $5,000 for data collection. The fee includes all professional support staff time as well as direct expenses. We estimate that we can complete the draft parking study within six weeks upon our receipt of a fully executed contract. Should you have any questions, please call Dan Cawley at (408) 645-7017. The terms of this proposal are valid for a period of 30 days. Erick Serrano October 8, 2018 Page 3 of 3 We appreciate the opportunity to submit this proposal and look forward to working with you on this project. Sincerely, FEHR & PEERS Dan Cawley Project Manager P78-3460-SJ Franziska Church, AICP Senior Associate EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure p1ior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MlNJMUMS REQUIRED 1.Commercial General Liability (CGL) for bodily injury, prope1ty damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and adve11ising injury with limits no less than $2,000,000 per occmTence (ISO Fo1m 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 occmTence 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-contribut01y," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO F01m CG 20 01 (04/13). c.The limits of insurance required may be satisfied by a combination of primary and mnbrella or excess insurance, provided each policy complies with the requirements set fo11h 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 prima1y 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 cove1ing any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3.Workers' Compensation: As required by the State of California, with Statuto1y Limits and Employer's Liability Insurance of no less than $1,000,000 per occmTence for bodily injury or disease. 0 Not required. Consultant has provided written verification of no employees. 4.Professional Liability for professional acts, e1TOrs and omissions, as appropriate to Consulta�t's profession, with limits no less than $2,000,000 per occun-ence or $2,000,000 aggregate. If written on a claims made fo1m: a.The Retroactive Date must be shown and must be before the Effective Date of the Contract. b.Insurance must be maintained for at least five (5) years after completion of the Services. c.If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended rep011ing" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018 1 2 FEHR&PE-01 SUMMANR ACORD� CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDNYYY) 01/07/2019 THIS CERTIFICATE IS ISSUED AS A MATIER 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 License# OE67768IOA Insurance Services 3875 Hopyard Road Suite 200 Pleasanton, CA 94588 INSURED Fehr & Peers 100 Pringle Avenue, Suite 600 Walnut Creek, CA 94596 COVERAGES CERTIFICATE NUMBER· 2��!�cT Naomi JacksonrlfNJo, Ext): (925) 660-3998 ��l��ss , Naomi.Jackson@ioausa.com INSURER/SI AFFORDING COVERAGE INSURER A: RU Insurance Companv I FAX(A/C,No): INSURER B, Hartford Insurance Comoanv of the Midwest INSURER c, Libertv Insurance Underwriters Inc INSURER D: INSURER E: INSURER F: REVISION NUMBER· NAIC# 13056 37478 19917 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. l�ff TYPE OF IN SURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS INSD WVD IMMIDDNYYYI """DDNYYY\ A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 I CLAIMS-MADE [KJ OCCUR X X PSB0006683 12/06/2018 12/06/2019 ����f1H9/a��J.;?encel $ 1,000,000 MED EXP /Anv one oersonl $ 10,000 -PERSONAL & ADV INJURY $ 1,000,000 -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 Fl POLICY [KJ m?i' [KJ LOG PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Pic�������1 f1NGLE LIMIT $ 1,000,000 >----ANY AUTO X X PSA0002276 12/06/2018 12/06/2019 BODILY INJURY /Per oersonl $ � OWNED -SCHEDULED >----AUTOS ONLY f--AUTOS BODILY INJURY (Per accident) $ X HIRED X NON-OWNED /p�?�fc�d�t?AMAGE $ AUTOS ONLY AUTOS ONLY $ A UMBRELLA LIAB M OCCUR EACH OCCURRENCE $ 5,000,000 PSE0002889 12/06/2018 12/06/2019 X EXCESS LIAB CLAIMS-MADE X X AGGREGATE $ 5,000,000 OED I I RETENTION $ $ B WORKERS COMPEN SATION X I ��f nm I I OTH-AND EMPLOYERS' LIABILITY ER Y/N X 57WEGZJ1989 05/01/2018 05/01/2019 1,000,000 ANY PROPRIET OR/PARTNER/EXECUTIVE []] E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A 1,000,000 (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ C Professional Liab. AEXNYABEFJ2003 12/06/2018 12/06/2019 Per Claim 3,000,000 C Professional Liab. AEXNYABEFJ2003 12/06/2018 12/06/2019 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS/ LOCATIO NS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) All Operations of the Named Insured, including the aforementioned project, if any. General Liability: Please see blanket Additional Insured endorsement attached; such coverage is Primary and Non-Contributory with Waiver of Subrogation included, as required per written contract. Auto Liability: Please see blanket Additional Insured endorsement with Waiver of Subrogation included, as required per written contract. Workers' Compensation: Waiver of Subrogation is in favor of the aforementioned Additional Insured as per attached blanket Waiver of Subrogation endorsement, as required per written contract. GENERAL LIABILITY & AUTO LIABILITY INCLUDE THE FOLLOWING PERS ON(S) OR ORGANIZATION(S): The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers, as required per written contract CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino AUTHORIZED REPRESENTATIVE Attn: Erick Serrano �� 10300 Torre Ave. ICun�rtino f'_/!1 ai:.014 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number: PSB0006683 Named lnsured:Fehr & Peers RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED END ORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM -SECTION II -LIABILITY 1.C. WHO 15 AN INSURED is amenu!led to inolude as art additional insured any person or organization that you agree in a contraot or agr.eement requiring insurance to include as an adcliltiorn�l ,i11'il:Su re:cl on �his policy, but on1y with respeot to IHabili:ty for ''lbod� iajury", "prop.ertYI damage" or. '"personal and ad11,ertis:ing injury" caused i111 whole or 1irn P-ar1 0,y you or �hose ading ora your behalf: a.In the performance of your ongoing operations; b.In connection with premises owned by or rented to you; or c.In connection with "your work" and included within the "product-completed operations hazard". 2. The insurance provided to the additional insured by this endorsement is limited as follows: a.This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this policy. b.This insurance does not apply to the rendering of or failure to render any "professional services". c.This endorsement does not increase any of the limits of insurance stated in D. Liability And Medical Expenses Limits of Insurance. 3.The following is added to SECTION Ill H.2. Other Insurance -COMMON POLICY CONDITIONS (BUT APPLICABLE ONLY TO SECTION II - LIABILITY) Howev,er, if you specifii.ca'JJy agriee in a comraol or aw:eement that the insurance �row.dad to an additional insured under tltwis ,policy m,ust aipply on a primary basis, or a pnimary arnd 1rnorn-comtributory basis, this insur.arnoe is priirnary to o1!mer ,imsurarnce that is availaillfe to sl!l.dh adclitiorna:I irnsune.d whim covers suohl additioimal ,insured as a named imsmed., and we will not share w.i�h tlilait other im�r:amce, provided that a.The "bodily injury" or "property damage" for which coverage is sought occurs after you have entered into that contract or agreement; or b.The "personal and advertising injury" for which coverage is sought arises out of an offense committed after you have entered into that contract or agreement. 4.llhe fo1J:owemg 1is added to SECTION l�I K. 2. Transrer of IRig:hits .oo IRecc,,,.v.ery Agaimst Others to Us -COMMON !POLI.CV OON1Dl1J'ION:S ,�Bll!Jt AIPIPLICAB!LIE TO ONLY TO SECTION 1EI - UABtUTY} We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal and advertising injury" arising out of "your work" performed by you, or on your behalf, under a contract or agreement with that person or organization. We waive these rights only where you have agreed to do so as part of a contract or agreement with such person or organization entered into by you before the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed. ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Policy Number: PSA0002276 Named Insured: Fehr & Peers RLI Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A.Broad Form Named Insured B.Employees As Insureds 'C. BJanket Additional Insured 0. E.Employee Hired Autos F.Fellow Employee Coverage G.Auto Loan Lease Gap Coverage H.Glass Repair -Waiver Of Deductible I.Personal Effects Coverage J.Hired Auto Physical Damage Coverage K.Hired Auto Physical Damage -Loss Of Use L.Hired Car -Worldwide Coverage M.Temporary Transportation Expenses N.Amended Bodily Injury Definition -Mental Anguish 0.Airbag Coverage P.Amended Insured Contract Definition -Railroad Easement Q.Coverage Extensions -Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R.Notice Of And Knowledge Of Occurrence S.Unintentional Errors Or Omissions T.Towing Coverage PPA 300 03 13 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A.Broad Form Named Insured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para graph A.1. Who Is An Insured Provision: Any business entity newly acquired or formed by you during the policy period, provided you own fifty percent (50%) or more of the business entity and the business entity is not separately insured for Bus iness Auto Coverage. Coverage is extended up to a maximum of one hundred eighty (180) days following the acquisition or formation of the business entity. This provision does not apply to any person or organization for which coverage is excluded by endorsement. B.Employees As Insureds The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para graph A.1. Who Is An Insured Provision: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C.B,lanket Additiona1 lnsured The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Para graph A.1. Who Is An Insured Provision: Any person or organization that you are required to include as an additional insured on this coverage form in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in SECTION II - COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will be on a primary and non-contributory basis to the additional insured's own business auto coverage if you are required to do so in a contract or agreement that is executed by you before the "bodily injury" or "property damage" occurs. D.Wanket Waiver Of Subrogation The following is added to the SECTION IV -BUSI NESS AUTO CONDITIONS, A. Loss Conditions, 5.Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization to the extent required of you by a contract executed prior to any "accident" or PPA 300 03 13 "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. E.Employee Hired Autos 1.The following is added to the SECTION II - COVERED AUTOS LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. 2.Changes In General Conditions: Paragraph 5.b. of the Other Insurance Con dition in the BUSINESS AUTO CONDITIONS is deleted and replaced with the following: b.For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". F.Fellow Employee Coverage SECTION II -COVERED AUTOS LIABILITY COVERAGE, Exclusion B.5. does not apply if you have workers compensation insurance in-force covering all of your employees. G.Auto Loan Lease Gap Coverage SECTION Ill -PHYSICAL DAMAGE COVERAGE, C.Limit Of Insurance, is amended by the addition of the following: In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay any unpaid amount due on the lease or loan for a covered "auto", less: 1.The amount paid under the PHYSICAL DAMAGE COVERAGE section of the policy; and 2.Any: a.Overdue lease/loan payments at the time of the "loss"; THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA Policy Number: 57 WEG ZJ1989 Endorsement Number: Effective Date: o 5 / o 1; 1 s Named Insured and Address: Effective hour is the same as stated on the Information Page of the policy. FEHR & PEERS 100 PRINGLE AVE STE 600 WALNUT CREEK, CA 94596 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. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be premium otherwise due on such remuneration. 2 % of the California workers' compensation SCHEDULE Person or Organization ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. Job Description AS REQUIRED BY WRITTEN CONTRACT. Countersig�� Authorized Representative Form we 04 03 06 (1)Printed in U.S.A. Policy Expiration Date: os/01/18 April 16, 2019 Abigail Ayende City of Cupertino -Planning Department 10300 Torre Avenue Cupertino, CA 95014 Re: Automobile Liability Insurance Dear Abigail: Fehr & Peers does not maintain company-owned vehicles, consequently automobile liability coverage is limited to vehicles that are hired (rental autos) and non-owned (personal autos). Automobile liability coverage for owned automobiles will be added to the policy if the company purchases any vehicles in the future. If you have any questions please let me know. 100 Pringle Avenue, Suite 600 Walnut Creek, CA 94596 (925) 977-3200 Fax (925) 933-8007 www.fehrandpeers.com