19-129 Placeworks, Inc., for Loc-N-Store Self Storage Project1
SECOND AMENDMENT TO AGREEMENT 19-129
BETWEEN THE CITY OF CUPERTINO AND
PLACEWORKS FOR PREPARATION OF NOTICE OF
EXEMPTION FOR THE LOC-N-STORE SELF
STORAGE PROJECT
This Second Amendment to Agreement 19-129 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 (“Contractor”) whose
address is 1625 Shattuck Ave., Suite 300, Berkeley, CA 94709, and is made with reference to the
following:
RECITALS:
A. On 6/28/2019, Agreement 19-129 (“Agreement”) was entered into by and between
City and Contractor for preparation of notice of exemption for the Loc-N-Store self storage
project.
B. On 12/17/2019, City and Contractor 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 Contractor 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 as follows:
SERVICES
Contractor agrees to provide the services and performs the tasks (“Services”) set forth in detail in
Scope of Services, attached here and incorporated as Exhibit A. 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. 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 This Agreement begins on the Effective Date and ends on June 30, 2021 (“Contract
Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on July
16, 2019 and shall be completed by June 30, 2021.
2
3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the
Schedule of Performance, attached and incorporated here Exhibit B-1.
3.3 Time is of the essence for the performance of all the Services. Consultant must have
sufficient time, resources, and qualified staff to deliver the Services on time.
4. Exhibit B to the Agreement is replaced with Exhibit B-1, attached hereto.
5. Except as expressly modified herein, all other terms and covenants set forth in the
Agreement shall remain the same and shall be in full force and effect.
SIGNATURES CONTINUE ON THE FOLLOWING PAGE
IN WITNESS WHEREOF, the parties hereto have caused this modification of
Agreement to be executed.
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-16 DATE 05-26-20
PROJECT NAME Loc-N-Stor Self Storage (10655 Mary Avenue Categorical Exemption)
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 June
28, 2019 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 of the project, this contract amendment is to extend the scope of work submitted to date through June 30,
2021.
Exhibit B-1
Service Authorization | Page 2
CONSULTANT:
CONSULTANT PlaceWorks
STREET ADDRESS 3 MacArthur Place, Suite 1100
CITY STATE AND ZIP Santa Ana, CA 92707
AUTHORIZED
REPRESENTATIVE Terri McCracken TITLE Associate Principal
PlaceWork’s Authorized Representative Date
CLIENT:
CLIENT City of Cupertino
STREET ADDRESS 10300 Torre Avenue
CITY STATE AND ZIP Cupertino, CA 95014
AUTHORIZED
REPRESENTATIVE Erick Serrano TITLE Senior Planner
Client’s Authorized Representative Date
5/28/20
6.3.2020
Revised: April 30, 2020 – Services Agreements
1
Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS
A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s
(“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement
(“Contract”), includes immediate compliance by Contractor and its subcontractors with the
restrictions on travel and the Social Distancing Requirements set forth in the most recent health
order issued by the County of Santa Clara Health Department in response to the COVID-19
pandemic, and any subsequent amendments or superseding orders thereto (the “Health
Order”), and any other local, state, or federal laws that have been or may be enacted in
response to the COVID-19 pandemic (collectively, “Health Laws”).
B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social
distancing requirements in the Health Order when preforming work under this Contract. If a
scope of work item, notice to proceed, or work order under this Contract specifies work that
cannot be performed in compliance with the Health Order or other Health Laws, Contractor
shall refrain from conducting the work and immediately inform the City.
C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to
require any person at high risk of severe illness from COVID-19 to leave their residence to
perform work under the Contract. Contractor will inform the City if other arrangements for the
work must be made, and City will do so, with no penalty to Contractor, although Contractor will
not be compensated for work performed by the City or third parties. Information from the
Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at:
https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html.
D. Health Order Requirements and Best Practices. Contractor will immediately undertake all
appropriate measures to ensure compliance with the Social Distancing Requirements in the
Health Order by all individuals performing work under this Contract, including Contractor's or
any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively,
"workers"), and shall maintain these measures for as long as required by the Health Order or
other Health Laws. As long as required by the operative Health Order or other Health Laws,
these measures shall include, but are not limited to, the following:
1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g.,
conference calls, video-conferencing, etc., to the greatest extent possible. Limit access
to any project site or any work area to workers who are necessary to perform in-person
work. Require non-essential personnel to work from home to the extent possible. Avoid
all non-essential travel.
2. Distancing. Where workers perform in-person work at a project site or a work area,
prohibit workers from being less than six feet apart, unless and only to the extent that
would compromise worker safety or violate safety Laws for specific operations. Prohibit
handshaking or any physical contact among workers, with the sole and limited exception
Revised: April 30, 2020 – Services Agreements
2
of any physical contact required for worker safety or to comply with safety Laws.
Prohibit workers from sharing a vehicle.
E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to
the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements
may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with
the City to implement new or changed requirements as quickly as possible.
F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require
any agents, subcontractors, or subconsultants to comply with its provisions.
1229192.7
Placeworks_2ndamendment_LocNstore
Final Audit Report 2020-06-09
Created:2020-06-08
By:Abby Ayende (AbigailA@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAX0KzdY6rQ4yyL6hTa-9HIWXu3--n7Gx8
"Placeworks_2ndamendment_LocNstore" History
Document created by Abby Ayende (AbigailA@cupertino.org)
2020-06-08 - 8:00:22 PM GMT- IP address: 108.204.1.114
Document emailed to Abby Ayende (AbigailA@cupertino.org) for approval
2020-06-08 - 8:00:28 PM GMT
Document approved by Abby Ayende (AbigailA@cupertino.org)
Approval Date: 2020-06-08 - 8:00:48 PM GMT - Time Source: server- IP address: 108.204.1.114
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
2020-06-08 - 8:00:52 PM GMT
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2020-06-08 - 8:13:21 PM GMT - Time Source: server- IP address: 24.23.184.82
Document emailed to Terri McCracken (tmccracken@placeworks.com) for signature
2020-06-08 - 8:13:23 PM GMT
Email viewed by Terri McCracken (tmccracken@placeworks.com)
2020-06-08 - 8:16:48 PM GMT- IP address: 206.169.72.182
Document e-signed by Terri McCracken (tmccracken@placeworks.com)
Signature Date: 2020-06-08 - 8:17:09 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 - 8:17:11 PM GMT
Email viewed by Heather M. Minner (minner@smwlaw.com)
2020-06-09 - 8:27:16 PM GMT- IP address: 45.41.142.64
Document e-signed by Heather M. Minner (minner@smwlaw.com)
Signature Date: 2020-06-09 - 8:27:56 PM GMT - Time Source: server- IP address: 52.39.49.65
Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature
2020-06-09 - 8:27:57 PM GMT
Email viewed by Benjamin Fu (benjaminf@cupertino.org)
2020-06-09 - 8:52:19 PM GMT- IP address: 104.47.44.254
Document e-signed by Benjamin Fu (benjaminf@cupertino.org)
Signature Date: 2020-06-09 - 8:52:36 PM GMT - Time Source: server- IP address: 24.130.171.172
Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
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Email viewed by Kirsten Squarcia (kirstens@cupertino.org)
2020-06-09 - 9:24:13 PM GMT- IP address: 104.47.46.254
Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2020-06-09 - 9:24:22 PM GMT - Time Source: server- IP address: 148.64.105.190
Signed document emailed to cyrahc@cupertino.org, Benjamin Fu (benjaminf@cupertino.org), Kirsten Squarcia
(kirstens@cupertino.org), Araceli Alejandre (aracelia@cupertino.org), and 3 more
2020-06-09 - 9:24:22 PM GMT
FIRST AMENDMENT TO AGREEMENT 19-129
BETWEEN THE CITY OF CUPERTINO AND
PLACEWORKS, INC FOR PREPARATION OF NOTICE
OF EXEMPTION FOR LOC-N-STORE SELF STORAGE
This First Amendment to Agreement 19-129 between the City of Cupertino and Placeworks
Inc, for reference dated 12/17/2019, is by and between the CITY OF CUPERTINO, a municipal
corporation(hereinafter "City") and Placeworks, Inc, a Corporation, etc ("Contractor") whose
address is 3 MacArthur Pl, Ste 1100, Santa Ana, CA 92707, and is made with reference to the
following:
RECITALS:
A. On 6/28/2019,Agreement 19-129 ("Agreement")was entered into by and between
City and Contractor for Preparation of Notice of Exemption for the Loc-N-Storage Self
Storage Application.
B. City and Contractor 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 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City
will pay Contractor for satisfactory performance of the Services an amount that will based on actual
costs but that will be capped so as not to exceed$ 13,054.20("Contract Price"), based upon the scope
of services in Exhibit A and Exhibit A-1 and the budget and rates included in Exhibit C and Exhibit C-
1, 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.
2. Exhibits A-1 and C-1, attached hereto, are added to the Agreement.
3. Except as expressly modified herein, all other terms and covenants set forth in the
Agreement shall remain the same and shall be in full force and effect.
i
i,
a
1
IN WITNESS WHEREOF, the parties hereto have caused this modification of
Agreement to be executed.
CONTRACTOR CITY OF CUPERTINO
By 'I B
Title Associate Principal Title Community Development Director
Date 1/7/20 Date—! I ? Z7-c>
APPROVED AS TO FORM
City Attorney
ATTEST:
)kd
,J City Clerk
EXPENDITURE DISTRIBUTION
PO 42020-188 100-71-701-701-702
Original $9004.10+450.20 (5%
contingency) =$9 454.20
Amendment #1: $3600
Amendment 92:
Total: $13,054.20
1194755.1
Exhibits A-1 &C-1
PLACEWORK
SERVICE AUTHORIZATION
AMENDMENT NO. 1
PROJECT N0. COCU-16 DATE 12-17-19
PROJECT NAME Loc-N-Stor Self Storage(10655 Mary Avenue Categorical Exemption)
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 June
28,2019 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:
1
This contract amendment is requested to address minor contract overages for out-of-scope tasks including the preparation of a revised
scope of work for additional technical analysis and the incorporation of revised site plans into the project description. j
9
i
This contract amendment changes the total contract amount as follows.
Previous Contract Amount: $9,004.10
Amount of this Amendment: $3,600.00
New Total Contract Amount: $12,604.10
I
3 MacArthur Place, S i re 1100 I Santa Ana, California 92707 1 714.966.9220 1 PlaceWorks.com
��f
CONSULTANT:
CONSULTANT PlaceWorks
STREET ADDRESS 3 MacArthur Place,Suite 1100
CITY STATE AND ZIP Santa Ana,CA 92707
AUTHORIZED Terri McCracken TITLE Associate Principal
REPRESENTATIVE
C
12/17/19
PlaceWork's Auth ized Representative Date
CLIENT:
CLIENT City of Cupertino
STREET ADDRESS 10300 Torre Avenue
CITY STATE AND ZIP Cupertino,CA 95014
AUTHORIZED
REPRESEWTIVE Erick Serrano TITLE Associate Planner
Client's Authorized Representative Date
Service Authorization Page 2
CITY OF
PROFESSIONAL/CONSULTING SERVICES AGREEMENT
CUPERTINO
1. PARTIES
This Agreement is made and entered into as of June 28, 2019
("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and
PLACEWORKS, INC ("Contractor"),
a corporation
for the preparation of notice of exemption for the Loc-N-Store Self Storage project
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, 2020
("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin
on July 16, 2019 and shall be completed by June 30, 2020
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
$ 9,454.20 ("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.
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Page 1 of Professional/Consulting Contracts/Version: May22, 2018
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 behalf of itself and its subcontractors
that they have the qualifications and skills to perform the Services in a competent and professional
manner and according to the highest standards and best practices in the industry.
5.3 Permits and Licenses. 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 approved subcontractor.
5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and
equipment required to perform the Services under this Agreement.
5.6 Payment of Taxes. Contractor must pay 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. PROPRIETARY/CONFIDENTIAL INFORMATION
In performing this Agreement, Contractor may have access to private or confidential information
owned or controlled by the City, which may contain proprietary or confidential details the
disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence
all City information provided by City to Contractor and use it only to perform this Agreement.
Contractor shall exercise the same standard of care to protect City information as a reasonably
prudent contractor would use to protect its own proprietary data.
7. 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.
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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
accordance with generally accepted accounting principles. The records must include detailed
information of Contractor's performance, benchmarks and deliverables, which must be available
to City for review and audit. 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 unreasonably withheld. Control means fifty percent
(50%) or more of the voting power of the business entity.
10. PUBLICITY / SIGNS
Any publicity generated by Contractor for the project under this Agreement, during the term of
this Agreement and for one year thereafter, will reference the City's contributions in making the
project possible. The words "City of Cupertino" will be displayed in all pieces of publicity,
including flyers, press releases, posters, brochures, public service 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
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harmless City, its City Council, boards and commissions, officers, officials, employees, agents,
servants, volunteers and consultants ("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 attorney fees, legal costs and expenses related to
litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from
this Agreement or in any manner relating to any of the following:
(a) Breach of contract, obligations, representations or warranties;
(b) Negligent or willful acts or omissions committed during performance of the Services;
(c) Personal injury, property damage, or economic loss resulting from the work or 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 dr 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. Nothing in
the Agreement shall be construed to give rise to an implied right of indemnity in favor of
Contractor against City or any Indemnitee.
11.4. Contractor's payments may be deducted or 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.
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13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If
the Scope of Services includes a "public works" component, Contractor is required to comply with
prevailing wage laws under Labor Code Section 1720 and other labor laws.
13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious
creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy,
age, sex, gender, sexual orientation, gender identity, Acquired -Immune Deficiency Syndrome
(AIDS) or any other protected classification. Contractor shall comply with all anti -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 Serreno 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 Terri McCracken
as its single Representative for all purposes under this Agreement, with authority
to oversee the progress and performance of the Scope of Services. Contractor's Project manager
is responsible for 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
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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 of ten
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 fact.
18. ATTORNEY FEES
If City initiates legal action, files a complaint or cross -complaint, or pursues arbitration, appeal, or
other proceedings to enforce its rights or a judgment in connection with this Agreement, the
prevailing party will be entitled to reasonable attorney fees and costs.
19. THIRD 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 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 modification of this Agreement will be effective only if in writing and
signed by each Party's authorized representative. No verbal agreement or implied covenant will
be valid to amend or abridge this Agreement. If there is any inconsistency between the main
Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail.
Project Loc-N-Store Self Storage
Page 6 of 8 Professional/Consulting Contracts Mersion: 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 amendment to cure mistaken insertions or
omissions of required provisions. The Parties 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 To Contractor: PLACEWORKS, INC
10300 Torre Ave., Cupertino CA 95014 3 Macarther Pl, Ste 1100
Santa Ana, CA 92707
Attention: Erick Serrano Attention: Terri McCracken
Email: ericks@cupertino.org Email: tmccracken@placeworks.com
27. VALIDITY OF CONTRACT
This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract
provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended 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 Loc-N-Store Self Storage
Page 7 of 8 Professional/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
Name Terri McCracken
Title Associate Principal
Date July 15, 2019
Tax I.D. No.: 95-2975827
APPROVED AS TO FORM:
HEATHER M. MINNER
Cupertino City Attorney
ATTEST:
GRACE SCHMIDT
City Clerk
Project Loc-N-Store Self Storage
CITY OF CUPERTINO
A Municipal Corporation
Name Ben Pu
Title Community Development Director
Date ( 6
4�1-
Page8of8 Professional/Consulting Contracts/Version: May 22. 2018
June 28, 2019
Erick Serrano, Associate Planner
City of Cupertino
Planning Department
10300 Torre Avenue
Cupertino, CA 95014
Re: Proposal to Prepare a Notice of Exemption for the Loc-N-Store Self Storage
Project
Dear Mr. Serrano:
Please accept the attached submittal as PlaceWorks' proposal to prepare a Notice of
Exemption (NOE) for the Loc-N-Store Self Storage Project for the City of Cupertino. This
proposal was prepared in response to your e-mail request for proposal (RFP) on February 6,
2019 and June 25, 2019.
PROJECT UNDERSTANDING
The City received an application from Bass Cupertino, LLC for the expansion of the Loc-N-
Store Self Storage Facility located at 10655 Mary Avenue. The project site is approximately
4.03 acres and is assigned Assessor Parcel Number (APN) 326-06-050. The project is located
within the Industrial/Residential (I/R) General Plan Land Use Designation, and the Planned
Development Quasi -Public Building Mini -Storage P(BBQ, MINI-STOR) Zoning District. The
project site is surrounded by the State Route 85/Interstate 280 interchange to the north and
west, Mary Avenue Bridge and a residential neighborhood to the east, and the Cupertino
Public Works maintenance yard to the south.
According to the Phase 1 ESA prepared for the project site, the existing site consists of
multiple one-story and wood -framed storage buildings that total approximately 60,000
square feet of building space associated with 463 units of self -storage space. The existing site
also includes oversize parking stalls for recreational vehicles (RV) and three transmission cell
phone towers within the PG&E easement on the site. The proposed project would redevelop
the project site southeast of the on -site PG&E easement, with three buildings that would be
two to three stories in height. According to the preliminary site plans, the proposed storage
expansion would provide 168,316 square feet of self -storage space, 1,870 square feet of
office space, and a 1,455 square -foot manager's residence for a total of 171,641 square feet
of building space. The existing storage building northeast of the PG&E easement would
remain as it is under existing conditions. This results in an increase of approximately 111,000
square feet of building space on the project site (61,692 square feet of existing storage
facilities compared to 171,641 square feet). The project would also provide approximately
23,930 square feet of landscaped area and 13 parking spaces for self -storage use.
June 28, 2019 1 Page 1
Exhibit A Scope of Work
Task A, Project Kick-off & Description
PlaceWorks will participate in a kick-off meeting with the City to review the scope of work,
available information, schedule, and work products. This scope of work assumes this meeting
will be conducted as a conference call. Following the kick-off meeting, PlaceWorks will
prepare a detailed, yet brief, project description of the proposed expansion of the self -
storage facility.
Task B. Notice of Exemption
Based on our understanding of the project to date, the CEQA Guidelines section 15332, Class
32 (In -Fill Development Projects), is appropriate. As required by CEQA Guidelines Section
15332, the NOE will demonstrate how the proposed project would not result in any
significant effects relating to traffic, noise, air quality, or water quality.
While the proposed self -storage facility expansion would not result in a change in the land
use, additional storage capacity could, however, increase vehicular trips traveling to and from
the project site, which would occur approximately 150 feet from sensitive residential land
uses to the east. Although it is not likely that new or "different" trips generated from the
increase in storage capacity would result in significant traffic during peak traffic periods in
Cupertino, PlaceWorks will prepare a brief traffic memo to provide the substantial evidence
required to demonstrate the proposed changes would not trigger any impacts per City
standards. The traffic memo will be prepared by a California certified transportation engineer.
Additionally, according to the BAAQMD screening tables, construction activities occurring
within 328 feet (0.06 miles) of sensitive receptors would result in potential health risks and
warrant a health risk analysis. As the nearest sensitive receptors fall inside the screening
distance, it is anticipated that project -related construction activities could result in potential
health risks impacts to the receptors at this location. Therefore, the project could potentially
expose sensitive receptors to substantial concentrations of air pollutant emissions during
construction and PlaceWorks will prepare a construction health risk assessment.
Using the results of the traffic memo and health risk assessment, PlaceWorks will prepare an
NOE pursuant to CEQA Guidelines Section 15062 (Notice of Exemption) that identifies the
applicable exemption(s) and describes why the "exceptions" to the categorical exemptions
analysis per CEQA Guidelines Section 15300.2 (Exceptions) do not apply. The NOE will be
submitted to the City for review, as follows:
■ One (1) electronic copy of an Administrative Draft NOE to the City for review. Staff will
provide PlaceWorks with comments on the Administrative Draft NOE.
■ One (1) electronic copy of a revised, second draft as an electronic "Screencheck".
PlaceWorks assumes that a minimal level of effort, not exceeding four hours, would be
required to respond to any comments from the City on the Screencheck Draft NOE.
■ Following approval of the Screencheck, PlaceWorks will provide the City with one (1)
electronic copy of the Final NOE.
June 28, 2019 1 Page 2
Q PLACEWORKS
If it is determined that potential impacts from construction or operation of the proposed
project require changes to the project or mitigation measures to reduce impacts to a less -
than -significant level, PlaceWorks will inform the City staff to discuss next steps, which could
include the preparation of a Mitigated Negative Declaration.
Task C, Approval
Our scope of work allows for PlaceWorks to attend up to three (3) hearings on the NOE as
requested by the City. Our scope of work assumes that City staff will be responsible for
overseeing the filing of the NOE with the County Clerk following the approval of the proposed
project.
Schedule
Exhibit B We anticipate that the project can be completed within six (6) weeks of receiving Notice to
Proceed from the City. Our proposed schedule includes a one -week review period for the City
at each submittal phase. We believe this schedule is in keeping with your needs, but we are
happy to revise this schedule if necessary.
COST ESTIMATE
As shown in Table 1, the estimated cost to complete the scope of work described in this
Exhibit C proposal is $9,004. The PlaceWorks team will complete this scope of work for a fixed fee not
to exceed this amount. PlaceWorks bills for its work on a time -and -materials basis with
monthly invoices. We recommend planning for a 5 percent to 10 percent contingency fund to
cover any unforeseen, out -of -scope work that might be necessary for the project.
TABLE 1 COST TABLE
MCCRACXEN
WILSON
SOTELO BUSH
Garcia
CLERICAL
Associate
Project
Traffic
Protect
PlaceWorks
Principal
Planner
Engineer Senior Engineer
Scientist
iPlaceWorks
2%Office
Total Task
Hourly Rater
$190
$115
$180 $165
$115
$120
Hours
Expenses
Budget
A 1
K¢k-Off Meeting & Proiea
Description
4
1
5
$18
$893
1. TaskA 5ubtota1
4
1 0
0 0
0
5
$18
$893
B1
Administrative Draft NOE
1
4 1
6 20
0.5
32.5
$84
$4,264
B.2
Screencheck Draft NOE
1
2 1
0 0
0.5;
4.5
$13
$673
B.3
Final NOE
':
1
1
0 o
O 5
2.5
$7
$372
TaskBSuhtotalT......
_._.......__.�.3r..
f
._
_
'�
7...... ......_�1._....._._..—W
_.=1._._... 6.
_
.. 15 .._.....
�,wnsaa.
__ ._.395T...__._......
$104
$...
C.1
Hearing
12
3
15
$53
$2,678
Labor Hours Total 19 11
Labor Dollars Total $3,610 $1,265 $360 $990 $2,300 $180 $174 $8,879
Travel costs $125
EXPENSES TOTAL $125
June 28, 2019 1 Page 3
Assumptions
This scope of work and cost estimate assumes that:
■ Our cost estimate includes the project kick-off meeting. Additional meetings would be
billed on a time -and -materials basis. Terri McCracken will participate in all project
meetings, and will attend up to three (1) public hearings. We anticipate that the public
hearing meeting will last up to two (2) hours.
■ All products will be submitted as electronic files in Word and PDF formats. No printing
assumptions are included in this scope. Printing costs, if requested, will be billed at
PlaceWorks' actual cost.
Please do not hesitate to contact me if you need more information. PlaceWorks looks forward
to working with you on this proposed project for the Loc-N-Store Self Storage Facility in
Cupertino.
Sincerely,
PLACEWORKS
Terri McCracken
Associate Principal
June 28, 2019 1 Page 4
EXHIBIT D
Insurance Requirements
Design Professionals & Consultants Contracts
Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at
its own cost and expense, the following insurance policies and coverage with companies doing business in
California and acceptable to City.
INSURANCE POLICIES AND MR41 MUMS REQUIRED
1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for
premises operations, products and completed operations, contractual liability, and personal and
advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a
general aggregate limit applies, either the general aggregate limit shall apply separately to this
project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit.
a. It shall be a requirement that any available insurance proceeds broader than or in excess of the
specified minimum insurance coverage requirements and/or limits shall be made available to the
Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the
broader coverage and maximum limits of coverage of any insurance policy, whichever is greater.
b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory,"
will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO
Form CG 20 01 (04/13).
c. The limits of insurance required may be satisfied by a combination of primary and umbrella or
excess insurance, provided each policy complies with the requirements set forth in this Contract. Any
umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage
shall also apply on a primary and non-contributory basis for the benefit of City before the City's own
insurance or self-insurance shall be called upon to protect City as a named insured.
2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non -owned
autos) with limits no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: As required by the State of California, with Statutory Limits and
Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.
O Not required. Consultant has provided written verification of no employees.
4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's
profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a
claims made form:
a. The Retroactive Date must be shown and must be before the Effective Date of the Contract.
b. Insurance must be maintained for at least five (5) years after completion of the Services.
c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with
a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended
reporting" coverage for a minimum of five (5) years after completion of the Services.
OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:
Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018
Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers
("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General
Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad
as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used).
Primary Coverage
Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance
maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance
and shall not contribute to it.
Notice of Cancellation
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written
notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums.
Waiver of Subrogation
Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the
extent said losses are covered by the insurance policies required herein. Specifically, the Workers'
Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed
by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not
the City has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self -Insured Retentions
Any deductible or self -insured retention must be declared to and approved by the City. At City's option,
either: the insurer must reduce or eliminate the deductible or self -insured retentions as respects the
City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related
investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to
provide, that the self -insured retention may be satisfied by either the insured or the City.
Acceptability of Insurers
Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, orbetter.
Verification of Coverage
Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies
effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of
the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right
to demand verification of compliance at any time duringthe Contract term.
Subconsultants
Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of
this Contract, including naming the City as an additional insured on subconsultant's insurance policies.
Higher Insurance Limits
If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be
entitled to coverage for the higher insurance limits maintained byConsultant.
Adequacy of Coverage
City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior
experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice.
Fxh. D-Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018
ACORO® CERTIFICATE OF LIABILITY INSURANCE
DATE /2019 """'
os/zezols
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
Marsh Risk & Insurance Services
17901 Von Karman Avenue, Suite 1100
(949) 399-5800; License #0437153
Irvine, CA 92614
CONTACT
NAME:
PHONE
CN o E t AA/C No):
E-MAIL
ADDRESS:
Attn: NewpodBeach.CedRequest@marsh.com/F: 212-948-4323
INSURERS AFFORDING COVERAGE
NAIC #
INSURER A: Crum & Forster Specialty Insurance Co
44520
CN115158923-01-01-19-20
INSURED PlaceWorks, Inc
INSURER B: Travelers Property Casualty Company Of America
25674
INSURER C :
Dba: The Planning Center
Design Community & Enviomment
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.
ILTR
TYPE OF INSURANCE
ADDL
SUBR
POLICY NUMBER
MM/DDfYYYY
MMIDD//YYXYPY
LIMITS
A
X
COMMERCIALGENERALLIABILITY
CLAIMS -MADE FxI OCCUR
X
X
EPK127413
07/01/2019
07/01/2020
EACH OCCURRENCE
$ 5,000,000
DAMAGE TO RENTE—D
PREMISES (Ea occurrence)
$ 50,000
X
MED EXP (Any one person)
$ 5,000
BI & PD Ded. $5,000
PERSONAL & ADV INJURY
$ 5,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE
$ 5,000,000
X PRO-
POLICY JECT ❑ LOC
1:1JEC
PRODUCTS -COMP/OPAGG
$ 5,000,000
Contractors Pollution
$ 5,000,000
OTHER:
B
AUTOMOBILE
LIABILITY
X
X
BA1N96406A19CAG
07/01/2019
07/01/2020
COMBINED SINGLE LIMIT
Ea accident
$ 1,000,000
BODILY INJURY (Per person)
$
X1AUTOS
ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
HIRED NON -OWNED
ONLY AUTOS ONLY
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
Per accident
$
Comp/Coll Deductibles
$ 1,000
UMBRELLA LIAB
X
OCCUR
EX6J3287561943
07/01/2019
07/01/2020
EACH OCCURRENCE
$ 4,000,000
X
AGGREGATE
$ 4,000,000
EXCESS LIAR
CLAIMS -MADE
DED I I RETENTION $
$
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
Y / N ANYPROPRIETORtPARTNER/EXECUTIVE
OF ICER/MEM E EXCLU ED F�jN
(Mandatory In NH)
/ A
UB7K7286761943G
7
07/01/2020
X PER OTH-
STATUTE ER
E.L. EACH ACCIDENT
$ 1,000,000
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
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, maybe 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.
ULK I IFII:A I t ML)LUtK
City of Cupertino
10300 Toree Ave.
Cupertino, CA 95014
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
of Marsh Risk & Insurance Services
Rosalynda Martinez
U 19BU-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
BAIN96406A19CAG. 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 rn . ay be excluded or
limited by another endorsement to the Coverage Part, and these coverage:broadening provisions do. not apply to
theextent that coverage is excluded or linnited 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 ,pirovisions of this en-
dorsernent and the rest of your policy carefully to determine rights, dudes, and what Is and is not covered,
A. BROADFORKNAMED INSURED H. HIREDAUTO PHYSICAL DAMAGE — Loss OF
,
B. BLANKET ADDITIONAL INSURED USE — INCREASEDLIMIT
C. EMPLOYEE HIRED AUTO
DO `EMFLOYEESAS INSURED
E. SUPPLEMENTARY PAYMENTS — INCREASED
LIMITS
F. I . HIRED. AUTO -- LIMITED WORLDWIDE COV-
ERAGE —IN tIVINITYBA6118
G. WAIVER OF.DEDUCTIBLE ---GLASS
PROVISIONS
A. BROAD FORM NAMEDINSURED
The following is added to Paragraph A.I., Who Is
An Insured, of SECTION 11 —COVERED AUTOS
LIABILITY COVERAGE:
Any organization You newly acquire or forirn dur-
ing the policy period: over which you maintain
50% or more ownership interest and that is not,
separately insured for Business Auto Coverage.
Co,verage under this provision is afforded only un-
t1l, the 180th day after you acquire or form the. or-
:ganization or 1he end of the policy period, which_
ever is earlier.
B. BLANKET ADDITIONAL INSURED
The folloWing.is added to Paragraph
aragraph c. in. A.1...
Who Is An Insured, of SECTION 11 — COVERED
AUTOS LIABILITY COVERAGE:
Any person or organization who Is required under
'a written contract or agreement.between you and
that person or:arganjz8tion, that is signed and
executed by you before the "bodily injury" or
"property darriage" occursand that is in effect
during the policy period, to be named as an addi-
tional insured is an. "insured" for Covered Autos
Liability Coverage, but only for damages to, which
I. PHYSICAL DAMAGE — TRANSPORTATION
EXPENSES — INCREASED1,11MIT
X PERSONAL PROPERTY
K. AIRBAGS
L4: NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
M. BLANKET tVAIVER OF SUBROGATION
N. UNINTENTIONAL ERRORS OR OMISSIONS
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 11,
C. EMPLOYEE. HIRED AUTO
1. The following is added to Paragraph A.I.,
.Who Is An Insured, of SECTION.,111 --,COV-
,ERED AUTOS LIABILITY COVERAGE:
.An "employee" of yours`is an "insured" While
operating an "auto" hired or rented under a
contract or agreement in an "employee's
:name, with your permission, while.:performing
,duties related tothe. conduct Of your bust-
mess.
2 The following: replaces Paragraph b. in B.S.,
'Other Insurance, of SECTION IV — BUSI-
NESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage Cover-
age, the following are deemed to be cov-
ered "autos" you own:
(1) Any covered "auto" you lease, hire,
rent ar:bo.rrow; and
(2) Any Covered "atkd' hired or rented by
your "ernployee" under a contract in
an "employee's" name; with your
CA T3 53 0215 Q 2015 The Travelers Incimnity. Oompeny. All rights reserved. Page I of 4
Includes copyrighted material d Insurance Services Office. Ino- with. Rspernnlissi . on.
BA7E37616719:CAG Effective 07r'01/.2.019
COMMERCIAL AUTO
permission, :while performing duties
related to the conduct ,of your busi-
ness.
However, any"auto" that is leased, hired,
rented or borrowed with a driver is not a
covered "auto".
D. EMPLOYEES AS INSURED
The following. is added to Paragraph A.1., Who Is
An Insured, of Si;CTION 11 - COVERED AUTOS
LIABILITY COVERAGE
Any "employee" of yours is an "insured" while us-
ing a covered "auto" you don`t own, hire or borrow
in your business or your personal affairs.
E. SUPPLEMENTARY PAYMENTS — INCREASED
LIMITS
1. The following replaces Paragraph A.2.a.(2),
of SECTION Il — COVERED AUTOS LIABIL-
ITY COVERAGE:
12) Up to $3,000 `for cost of bail bonds (in-
cluding bonds for related traffic law viola-
tions) required because of.an "accident"
we cover. We do not have to furnish
these bonds.
2. The following replaces Paragraph A.2.a.(4),
of SECTION Ill -- COVERED AUTOS LIABIL-
ITY COVERAGE:
(4) All reasonable expenses incurred by the
"insured" at our request, including actual
loss of earnings up to $500 a day be-
cause of time off from work.
F. HIRED AUTO LIMITED WORLDWIDE COV-
ERAGE INDEMNITY BASIS
The following replaces Subparagraph (5) in Para-
graph B.7., Policy .Period, Coverage Territory,
of SECTION 1V —.BUSINESS AUTO. CONDI-
TIONS:
(a) Anywhere in the world, except any country or
jurisdiction while any trade sanction, em-
bargo, or similar regulation imposed by the
United States of America applies to and pro-
hibits he transaction of business with or
within such country of jurisdiction, for Cov-
ered Autos Liability Coverage for any covered
"auto" that you lease, hire, rent or borrow
without a driver for a period of 30 days or less
and that Is not an "auto" you lease, hire,, rent
or borrow from any of ` your "employees
partners (if you are a partnership); members
(if you are a limited liability company) or
members of their households;
(a) With respect to any claim made or "suit"
brought outside the United States of
America, the territoriesand possessions
of the United States of America, Puerto
Rico and Canada;
(1) You must arrange to defend the "in-
sured" against, and investigate or set-
tle any such claim or "suit" and keep
us advised of all proceedings and ac-
tions.
(ii) Neither you ,nor any other involved
"insured" will make any settlement
without our consent.
(iii) We may, at our discretion, participate
in defending the "insured" against, or
in the settlement ofi any claim or
"suit".
(iv)We willreimburse the "insured" for
Burns that the "insured" legally must
pay as damages because of "bodily
injury" or "property damage" to which
this insurance applies, 'that the "in-
sured" pays with our consent, but
only up to the limit described in Para-
graph C., Limits Of Insurance, of
SECTION II - COVERED AUTOS
LIABILITY .COVERAGE.
(v) We will reimburse the "insured" for
.the reasonable exenses incurred
Willi our consent for your investiga-
tion of such claims and your defense
of the "insured" against any such
"suit", but only up to and included
within the limit described in Para -
:graph C., Limits of Insurance, of
SECTION II COVERED AUTOS'
LIABILITY COVERAGE, and not in
addition to such limit. Our duty to
make such payments ends when we
have used up the applicable. ,limit of
Insurance in payments. for damages,.
settlements ordefense expenses.
(b); This Insurance is excess over any valid.
and collectible other insurance available
,to the "insured" whether primary, excess,
contingent or on any other basis.
{G) This insurance is not a substitute for re-
quired or compulsory insurance in any
country outside the United States, its ter-
rilories and possessions,, Puerto Rico and
Canada.
Page 2 of'4. @ 2015 The Travelers Ind emnliv Company, Fill righte reserved. GA T3 53.02 15
Includes copyrighted mateiial.of Insurance Services Offioe,..lno. Wth its permission.:
WE3761671.9CAG.Effective 07/01/2019
You agree to maintain all required or
compulsory- insurance In any such coun-
try up to the minimum limits required by
local law. Your failure to comply with
compulsory Insurance requirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you complied with the compulsory in-
surance requirements.
(d) It is understood that we are not ail admit-
ted or authorized: insurer outside the
Uriited States of America, its territories
and possessions, Puerto Rico, and Can-
ada. We assume no responsibility for the
furnishing of certificates of insurance, or
for compliance. in any way with the. laws
of other countries relating to: insurance.
G. WAIVER OF DEDUCTIBLE GLASS
The following is added to Paragraph D., Deducti-
:ble, of SECTION III -- PHYSICAL DAMAGE
COVERAGE:
No deductible for a covered "auto" will apply to
glass damage if the glass is repairedrather than
replaced.
H. HIRED AUTO PHYSICAL DAMAGE, LOSS OF
USE - INCREASED LIMIT
The following replaces the last, sentence of Para-
graph AA.b., Loss Of Use Expenses,. of SEC-
TION III — PHYSICAL DAMAGE COVERAGE:
However, the most we: will pay for any expenses
for loss of use is $65 per day, to a maximum of
$750 for any one "accident".
I. PHYSICAL_ DAMAGE. — TRANSPORTATION
EXPENSES— INCREASED LIMIT
The following replaces the firstsentence in Para-
graph AA a., Transportation Expenses, of
SECTION III - PHYSICAL DAMAGE COVER-
AGE:
We will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense in-
curred by you because of the total theft of a cov-
ered "auto" of the private passenger type.
J. PERSONAL PROPERTY'
The following Is added to Paragraph A A., Cover-
age Extensions, of SECTION ;III -- PHYSICAL
DAMAGE COVERAGIE
Personal Property
We will pay up to $400 for "loss" to wearing ap-
parel and other personal property which is
(1) Owned by an "insured"; and
COMMERCIAL AUTO
(2) in or on your covered "auto
This coverage applies only in the event of a total
theft of your covered "auto'.
No deductibles apply to this persona) Property
coverage.
K. AIRBAGS
The following is added to Paragraph 13.3., Exclu-
sions,. of SECTION III PHYSICAL DAMAGE
COVERAGE:
Exclusion 3.0. does not apply to "i0SS to one or
more airbags. in a covered "auto" you. own that in-
flate due to a cause other than, a cause of "loss''
set forth in Paragraphs A.t.b, and A.t.c., but
only:
a. If that "auto" is a covered "auto" for Compre-
hensive Coverage under this policy;
b. The airbags are not covered under any war-
ranty; and
c. The airbags were not intentionally inflated.
We will pay up to a maximum of $t ,000 for ariy
one "loss".
L. NOTICE AND KNOWLEDGE OF:ACCIDENT OR
LOSS
The following is added to Paragraph A.2.a., of
SECTION IV — BUSINESS AUTO:CONDITIONS;
Your duty to give us or our authorized representa-
tive prompt .notice of the "accident" or "loss" ap-
plies only when the "accident" or "loss" is known
to:
(a) You (if you are can individual);
(b) A partner (if you area partnership)
(c) A member (if you are a limited liability com-
pany)
(d) An executive officer, :director or insurance
manager (if you are a corporation or other or-
ganization); or
(e) Any "employee" authorized by you to give ;no-
tice of the "accident" or "loss".
M.BLANKET WAIVER OF SUBROGATION
The following. replaces Paragraph A.:&, Transfer
Cif. Rights Of Recovery Against Others To Us,
of SECTION IV BUSINESS AUTO CONDI-
TIONS:
5. Transfer Of Rights Of {recovery Against
Others To W5
We waive any right of recovery we may have
against any person or organization to.the ex-
tent required of you by a written contract
signed and executed prior to any "accident"
or "loss", provided that the "accident" or "loss"
arises out of operations contemplated by
CA T3 53 02 1,5 * 2015 i he Travelers Indemnity Company. All rights reserved: Page 3 of 4`
includes copyrighted material of insurance Services office. Inc. with its permission.
CO2087
BA7E37616719CAG Effective 07/01/2019
COMMERCIAL AUTO
such contract. The waiver applies only to the
person or organization designated in such
contract:
N. UNINTENTIONAL ERRORS .017 OMISSIONS
The following is added to Paragraph B.2., Con-
cealment, Misrepresentation, Or Fraud, of
SECTION IV =- BUSINeSS AUTO CONDITIONS.
The unintentional omission of, or unintentional
error In, any Information given. by you shall not
prejudice your rights under this insurance. How-
ever this provision does not affect our right to cql
lest additional premium or exercise our right of
cancellation or non -renewal.
Page 4:of 4 r W15 The TravelersIndemnity Companj, All rights reserved CA T3 53 02 15
Invludes copyrighted material of insuranoe Services Office, Inc. with its permission.
EPK127413 Effective 0710112019
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
ADDITIONAL . OWNERS,O. CONTRACTORS —
COMPLETED OPERATIONS
This endorsernent modifies insurance provided under the following:
COMMERCIAL. GENERAL. LIABILITY COVERAGE PART
Name of Additional Persons) or Organizations)_
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,
I ran 03 MEW 3-.
,1111117E.-TeTeTTI a
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
IName Of Additional Insured Person(s) or Organization(s)
�Vhere 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:
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 worle,
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_
ThisEndorsement does not reinstate or increase the Limits of Insurance applicable to any "claim" to which the
coverage afforded by this Endorsement applies_
ALLOTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED,
EN0147 -1111 Page 1 of 1
AW.
TRAVELERS, WORKERS COMPENSATION
J AND
Orrin TOWER SQUARE EMPLOYERS LIABILITY POLICY
RXRTVORD CT 06183
ENDORSEMENT WC 99 03 76 ( A) - 001
POLICY NUMBER. UB-7K728676-19-43-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 °h of the California workers' compensation pre-
en lum,
Schedule
Person or Organization
A= PERSON OR ORGANIZA" 109 IVOR
WHicX THE INSURED HAS AGREED
BY WRITTBIi CONTRACT EXECUTOD
PRIOR TO LOSS TO VORNYSH -MIS
waxvMR
Job Description
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 07/01/2019 Policy No. UB7K728676-19-43-C Endorsement No. 1
Insured Premium
Insurance Company Travelers Property Casualty Countersigned by
DATE OF ISSUE: 06-11-18 ST ASSIGN: Page 1 of 1
001746