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17-135 TJKM Transportation Consultants, Design Professional Services for Apple Campus 2 Transportation Demand Management (TDM) Monitoring Program
11" ,1 :;'5' f O 7,b{ ?. { It;;' FIRST AMENDMENT TO AGREEMENT �018 H-5 BETWEEN THE CITY OF CUPERTINO AND TTKM TRANSPORTATION CONSULTANTS FOR PROFESSIONAL ENGINEERING SERVICES (1", Io';' This First Amendment to Agreement �018 115-between the City of Cupertino and TJKM Transportation Consultants, for reference dated 4/22/2019, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "CITY") and TJKM Transportation Consultants, a corporation (hereinafter "CONSULTANT") whose address is 4305 Hacienda Drive, Suite 550, Pleasanton, CA 94588, and is made with reference to the following: RECITALS: A.On August 29, 2017 ("Effective Date"), an agreement was entered into by and between CITY and CONSUL TANT (hereinafter "Agreement"). B.The Agreement and this First Amendment will collectively be referred to as the "Agreement" unless otherwise indicated. C.CITY and CONSULT ANT desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is muhially agreed by and between and undersigned parties as follows: 1.Paragraph 4.A of the Agreement is modified to read as follows: "Maximum Compensation. The cumulative total payment to Design Professional for Basic Services, Additional Services and expenses under this Agreement may not exceed $151,290.00. Design Professional is not entitled to any payment for Services or expenses in excess of this maximum limit." 2.Paragraph 4.B of the Agreement is modified to read as follows: "Basic Services. City will pay Design Professional $151,290.00 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with this Section 4 and as may be further specified in Exhibit C, Compensation, attached hereto and incorporated herein. The Lump Sum Price is completely inclusive of all time and expenses to provide the Basic Services, including, but not limited to, subconsultant costs, materials, supplies, equipment, travel, taxes, overhead and profit. If, for any reason, Design Professional does not fully complete the Basic Services it will only be entitled to a percentage of the Lump Sum Price that is proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction." 3.The following exhibits to the Agreement are amended and replaced to read as shown in the Attachments to this Amendment: First Amendment to the Agreement for Professional Engineering Services -TJKM Transportation Consultants Page 1 of 3 Exhibit A "Scope of Services", Exhibit B "Schedule of Performance" and Exhibit C "Compensation" 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. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agree.ir1ent to be executed. CONSULTANT TJ[(M TRANSPORTATION CONSULTANTS Printed Name Lf>ilf\ :2>W:�et\: Title �e,(\\o( t fl\€t.! ��.e.< Date f\Vf \\ 1.\t l � 0 l � ·• XPENDITURE DISTRIBUTION PO #2018-115 Odginal: $147,810 Amendment #1: $3,480 Total: $151,290 CITY OF CUPERTINO A Municipal Corporation By /ef:/L Roger Lee, Acting Public Works Director 5-/.14-· Date __ ..,,._.g2_=+_...........,,,__ _____ _/ / APPROVED AS TO FORM: By1��� Heather Minner, City Attorney ATTEST: By�U::l: Grace Sdunidt, Oty Clerk f"" --( G 7'1 11ir5l Anicnclmcni lo the Agrccmeit for Profession.ii Engince1ing Services -TJl<M Trnnsportation Consultants Page 3 of3 City of Cupertino/TJKM Contract Agreement Apple Campus 2 Transportation Demand Management (TDM) Monitoring Program I Project No. 2017-113 EXHIBIT A: SCOPE OF SERVICES Task 1: Project Start-up & Kick Off Meeting TJKM will schedule a kick off meeting with the City Project Manager to review the scope of work and schedule, and finalize the work plan. TJKM and City staff will refine the study driveways, and review TDM project goals and strategies to incorporate in the Final AC2 Monitoring Report. During the project, Mr. Burgett (the designated DP Project Manager) will keep the City Project Manager up to speed on the project status. Deliverable •Final project scope and schedule from Project Kickoff Meeting Task 2: TDM Monitoring Program Approach Under this task and prior to conducting data collection, TJKM will prepare a Draft Monitoring Approach for City of Cupertino staff review, which will include a detailed data-gathering plan. The monitoring plan will identify the methodologies to monitor the conditions within the study area. The methodologies will be developed and/or recommended based on experience with similar projects and best practices throughout the United States. The monitoring plan will also include data collection methods, performance targets, and develop an annual template for future monitoring efforts. The monitoring plan will describe data collection, methodologies, quality control procedures, and schedule. Key topics to be discussed during Task 2 include: � Measures to ensure that the vehicle trip monitoring provides an accurate portrait of peak hour vehicle trip generation. For example: driveway counts may not capture all vehicle trips generated by drop-offs/pick-ups -including users of such services as Uber and Lift -particularly where drop-offs may occur near pedestrian entrances rather than at designated on-campus drop-offs areas. � Consideration of "unserved" traffic demand that may not be undercounted based strictly on peak-hour driveway counts. For example: inbound congestion during the a.m. peak hour - particularly just before 9 a.m. --may result in some vehicles being unable to enter the driveway during the "a.m. peak hour where inbound queues are long. Those trips would not be included in the peak-hour driveway counts, if the queue length resulted in those vehicles reaching the driveway after 9.a.m. Nonetheless, such trips would be part of the total volume of peak-hour trips generated, and would potentially contribute to congestion on Wolfe Road during the peak hour, even if not included in peak-hour driveway counts. � Incorporation of parking intrusion data. TJKM understands the Cut-Through Traffic and Parking Intrusion Monitoring and Mitigation Program will be completed prior to the data collection for this project. Valuable information on estimated employee parking diverted to neighborhoods can be gleaned from the project and incorporated in future monitoring efforts. Deliverable •TOM Monitoring Program Approach Memorandum (draft and final) Task 3: Data Collection (First Year) TJKM understands the important of accurate and precise data collection and will utilize this experience to conduct vehicle counts for all AC2 driveways. Hourly counts shall be taken over a two-week period. Counts obtained during the three midweek weekdays (Tuesday, Wednesday, and Thursday) shall be averaged. The trip counts for the site driveways shall be added together. The year-one data collection Exhibit A -Page 1 City of Cupertino/TJKM Contract Agreement Apple Campus 2 Transpor tation Demand Management (TDM) Monitoring Program I Project No. 2017-113 will be conducted in February 2018. To ensure accuracy, counts will be avoided on days immediately before or after holidays or long weekends, and shall not be performed on days with inclement weather. Counts will include the following driveway count locations at the major access driveways during the AM peak hour: � Wolfe Road Main Driveway � Tantau Avenue Main Driveway � Tantau Avenue and Pruneridge Avenue Parking Garage � Apple's Research and Development (R&D) offices along Tantau Avenue � Apple Transit Center � Apple drop-off location on East Homestead Road TJKM will collect tube count date aggregated to the hourly time interval for the entire duration of the two weeks, separating the number of vehicles per driveway each day of the two-week period. TJKM will determine the Average Daily Traffic Volume as well as the AM and PM peak hour volumes by driveway. Data collected in this task will be summarized in the draft Monitoring Report (to be prepared in Task 4) with supporting graphical displays including tables and maps. Task 4: TOM Monitoring Report (First Year) Based on the efforts TJKM outlined in Tasks 1-3, results of the data collected will be presented to the City in a TOM Monitoring Report. Ultimately, the report, on an annual basis, will individuate if the AM and PM peak hour trip generation of AC2 is less than 4,270 AM peak hour vehicle trips and 4,400 PM peak hour vehicle trips. The results would be compared to the AM peak hour rate of 0.32 vehicle trips per employee and PM peak hour rate of 0.33 vehicle trips per employee, which represent the existing 28 percent alternative mode share at the Apple Infinite Loop Campus and the buildings south of Mariani Avenue. The target rates are 0.30 AM peak hour vehicle trips per employee and 0.31 PM peak hour vehicle trips per employee. TJKM will develop an annual monitoring schedule, with input from the City of Cupertino, based on the completion and a percentage of occupied office space within the AC2 Development. A step-by-step protocol will be detailed in order to effectively collect the pertinent data, as well as the key areas to focus on. TJKM will create a comprehensive reporting template to use on an annual basis that will display the data by year, comparisons, and any trends as the development is anticipated to increase occupancy each year of the five-year program. Base tables and graphs will be developed that can be utilized in the future for.the annual data comparison and trends. Deliverable *Year 1 TOM Monitoring Report {draft and final) Exhibit A -Page 2 City of Cupertino/TJKM Contract Agreement Apple Campus 2 Transportation Demand Management (TDM) Monitoring Program I Project No. 2017-113 Task 5: Second Year -Data Collection & Field Review+ TDM Monitoring Report TJKM will repeat the data collection, field review and report preparation steps (as described in Tasks 3 and 4) during the second year of TDM monitoring, to be conducted approximately 18 to 22 months from initial occupancy, in 2019. The second year of TDM monitoring will also be augmented with data collection to include (1) counts of Uber/Lift/Taxi drop-offs and pick-ups at three locations; and (2) counts of pedestrians and bicyclists entering and exiting the campus at the Transit Center exit. Deliverables Year 2 TOM Monitoring Report (draft and final) Task 6: Third Year -Data Collection & Field Review+ TDM Monitoring Report TJKM will again repeat the data collection, field review and report preparation steps (as described in Tasks 3 and 4) during the third year of TDM monitoring, to be conducted approximately 30 to 34 months from initial occupancy, in 2020. Deliverables Year 3 TOM Monitoring Report (draft and final) Task 7: Fourth Year -Data Collection & Field Review+ TDM Monitoring Report TJKM will conduct a fourth year of data collection, field review and report preparation steps (as described in Tasks 3 and 4) approximately 42 to 46 months from initial occupancy, in 2021. Deliverables Year 4 TOM Monitoring Report (draft and final} Exhibit A -Page 3 City of Cupertino/TJKM Contract Agreement Apple Campus 2 Transportation Demand Management {TOM) Monitoring Program Project No. 2017-113 EXHIBIT B: SCHEDULE OF PERFORMANCE TJKM will complete this project in accordance with the schedule shown below, except where schedule changes are requested and/or authorized by the City Project Manager. In addition, since data collection should occur during typical weekday conditions: the data collection and field review to be conducted in Tasks 3, 5, 6 & 7 should not be conducted during periods of inclement weather. Therefore, the schedule below is subject to change due to rain and/or other weather-related factors. Task Name Start Finish Task 1. Kick Off Meeting Fri 10/13/2017 Task 2. TDM Monitoring Program Approach Tues 10/31/2017 Prepare Draft Monitoring Program 2/21/2018 Submit Draft Approach to City Staff 2/21/2018 City Staff Review 2/21/2018 2/22/2018 Prepare Final Monitoring Program Approach 2/22/2018 Submit Revised Final Approach to City Staff 4/18/2018 Task 3. First Year -Data Collection & Field Tue 4/24/2018 Thu 5/3/2018 Task 4. First Year -TDM Monitoring Report Mon 5/14/2018 Tues 7/17/2018 Develop Draft Report 5/14/2018 7/13/2018 Submit Draft Report to City Staff 7/13/2018 City Staff Review 7/13/2018 716/2018 Prepare Final Report 7/16/2018 7/17/2018 Submit Final Report to City Staff 7/17/2018 Task 5. Second Year -Data Collection & Field 2/25/2019 6/30/2019 Review + TDM Monitoring Report Task 6. Third Year -Data Collection & Field 2/25/2020 6/30/2020 Review+ TDM Monitoring Report Task 7. Fourth Year -Data Collection & Field 2/25/2021 6/30/2021 Review + TDM Monitoring Report Exhibit B EXHIBIT C: COMPENSATION City of Cupertino Apple Campus 2 Transportation Demand Management (TDM) Monitoring Program Project No. 2017-113 TJKM Consultants lump sum price by task and hourly billing rates. Nayan Amin Colin Janice Prashanth Ian & Ruta Burgett Spuller Dullu Lin Jariwala Principal Project Task Task Project Manager Lead Lead Planner Tasks Hourly Billing Rates $220 $190 $160 $160 $110 Task 1. Kick-Off Meeting I 4 I 4 I I I Task 2. TDM Monitoring Approach I 4 I 8 I 4 I I Task 3. Data Collection & Field Review (First Year) 4 4 8 20 24 Task 4. TDM Monitoring Report (First Year) I 4 I 16 I 8 I 4 I S.Second Year -Data Collection & Field Review+ TDM Monitoring Report I 8 I 20 I 16 I 24 I 24 6.Third Year -Data Collection & Field Review+ TDM Monitoring Report I 8 I 20 I 16 I 24 I 24 7.Fourth Year -Data Collection & Field Review+ TDM Monitoring Report 8 20 16 24 24 TOTAL 40 92 68 96 96 John Atkinson Subconsultant I $110 I I 4 I I 4 I 24 I 16 I 40 I I 40 I 40 168 Data Total I Collection Hours Counting Services 12 I 20 I 84 $16,400 48 I 132 I $19,880 132 I $16,400 132 $16,400 560 $69,080 I I I I *Other Direct Costs shall include reimbursement for travel costs, based on the documented actual cost (with no markup or Other Direct Costs* $50 $150 $150 $150 $150 $650 surcharge) of transit and taxi fares, and mileage reimbursement at the IRS standard mileage rate ($0.54 per mile as of 2017). Exhibit C Lump Sum Price by Task I $2,130 I $3,480 I $27,950 I $7,600 I $39,030 I $35,550 $35,550 $151,290 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) � 5/2/2019 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 pol icy(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 ���1�cT Doris A. Chambers Dealey, Renton & Associates rA��NJo i,,n. 510-465-3090 I FAX Attn: David C. Eckman IA/C Nol: 510-452-2193 P.0. Box 12675 iil��ss, dchambers@dealevrenton.com Oakland CA 94604-2675 INSURER(S) AFFORDING COVERAGE NAIC# I NSURER A: Travelers Property Casualty Co of Ameri J.1. J....>.4--'II:. I 25674 INSURED ./ TJKMTRANS I NSURER B: Travelers Casualty & Surety Co. America� ,J.' 31194 T J KM dba: T JKM Transportation Consultants I NSURER C: 2055 Gateway Place, Suite 400 I NSURER D: San Jose CA 95110-2798 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1223225627 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR A A TYPE OF INSURANCE X COMMERCIAL GENERAL LIABILITY -� CLAIMS-MADE 0 OCCUR - - -GEN'L AGGREGATE LIMIT APPLIES PER: � 0PRO-POLICY JECT OTHER: AUTOMOBILE LIABILITY-X ANY AUTO --OWNED -AUTOS ONLY � HIRED X AUTOS ONLY X -� DLOC SCHEDULED AUTOS NON-OWNED AUTOS ONLY ADDL SUBR POLICY EFF POLICY EXP '"�n wun POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl y y 6800J039683 ,/ 4/1/2019 4/1/2020./ / y y BA9C242599 v'4/1/2019 4/1/2020 V LIMITS EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES IEa occurrence\ $1,000,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 I'.--GENERAL AGGREGATE $2,000,000 ,/ \ PRODUCTS - COMP/OP AGG $2,000,000 $ COMBINED SINGLE LIMIT $1,000.000 v /Ea accident\ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE /Per accident\ $ \ ,.s---------· ___L A X UMBRELLA LIAB M OCCUR y y CUPOD451898 4/1/2019 4/1/2020 V EACH OCCURRENCE I $5,000,000 v-l EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 / OED I I RETENTION$/ " $ / A WORKERS COMPENSATION y UBOK938923 .,/ 4/1/2019 4/1/2020 ,/ X I �ffruTE I I OTH-- AND EMPLOYERS' LIABILITY ER Y/N v ANYPROPRIETOR/PARTNER/EXECUTIVE � N/A E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $1,000,000 1f yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 B Professional y 106898029 4/1/2019 4/1/2020 V s2.ooo,ooo v per Claim liability $2,000,000 V Anni Aggr. DESCRIPTIO N OF OPERATIONS / LOCATIO NS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) TJKM's Professional Liability poli cy with Travelers includes Pollution Liability coverage. v REF: Apple Campus 2 TOM Monitoring Program. GENE RAL LIABILITY AND AUTOMOBILE LIABILITY ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, officials, employees, agents and volunteers. Commercial General Liability Insurance is primary and non contributory per policy form. Waiver of Subrogation applies to Commercial General Liability Automobile Liability and Workers' Compensation. Cancellation provisions are solely as shown on this certificate. Cancellation: 30 Day/10 Day for Non Payment of Premium. / C TIFICATE HOLDER ER CANCELLATION 3 D 0 av N oc /10 Dav or NonPav of Prem SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. Department of Public Works 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014 ,-0.--\_ � - � I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ) POLICY NUMBE COMMERCIAL GENERAL LIABILITY ISSUED DATE: 5/2/2019 THIS EN ORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Names of Additional Insured Person(s) or Organization(s): Any person or organization that you agree in a written contract, on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when the "bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. Location of Covered Operations: Any project to which an applicable written contract with the described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A.Section II -Who Is An Insured is amended to in clude as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage", "personal injury" or "advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig nated above. B.With respect to the insurance afforded to these additional insureds, the following additional exclu sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring, or "personal injury" or "advertising injury" arising out of an offense committed, after: 1.All work, including materials, parts or equip ment furnished in connection with such work, on the project (other than service, mainte nance or repairs) to be performed by or on behalf of the additional insured(s) at the loca tion of the covered operations has been com pleted; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in tended use by any person or organization other than another contractor or subcontrac tor engaged in performing operations for a principal as a part of the same project. CG 03 61 03 05 Copyright 2005 The St. Paul Travelers Companies, Inc. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMB : 6800J039683 COMMERCIAL GENERAL LIABILITY ISSUED DATE: 5/2/2019 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the "products completed operations hazard", provided that such contract was signed and executed by you before, and is in effect when, the bodily injury or property damage occurs. Location And Description Of Completed Operations Any project to which an applicable contract described in the Name of Additional Insured Person(s) or Organization(s) section of this Schedule applies. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II -Who Is An Insured is amended to in clude as an additional insured the person(s) or or ganization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam age" 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 in sured and included in the "products-completed opera tions hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 NAMED INSURED: T J KM COMMERCIAL GENERAL LIABILITY COVERAGE ---- POLICY NUMB� ADDITIONAL COVERAGES BY WRITTEN CONTRACT OR AGREEMENT This is a summary of the coverages provided under the following forms (complete forms available): Excerpt from COMMERCIAL GENERAL LIABILITY COVERAGE (FORM #CG T1 00 02 19) SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS 4.OTHER INSURANCE - d. PRIMARY AND NON-CONTRIBUTORY INSURANCE IF REQUIREDBY WRITTEN CONTRACT:If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1)The "bodily injury" or "property damage" for which coverage is sought occurs; and(2)The "personal and advertising injury" for which coverage is sought is caused by an offense that iscommitted; subsequent to the signing of that contract or agreement by you. Excerpt from XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS (FORM #CG D3 79 02 19) PROVISION M. -BLANKET WAIVER OF SUBROGATION -WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a."Bodily injury" or "property damage" that occurs; orb."Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. Page 1 Poli y # BA9C242599 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of Rights Of Recovery Against Others To Us, of the CONDITIONS Section: 5.Transfer Of Rights Of Recovery Against Oth ers To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver ap plies only to the person or organization desig nated in such contract. CA T3 40 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. POLICY NUMB� COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: T J K M Endorsement Effective Date: 4/1/2019 SCHEDULE Name Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 4810 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76(00) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) Person or Organization City of Cupertino Department of Public Works 10300 Torre Avenue Cupertino CA 95014 DATE OF ISSUE: 5/2/2019 017106 Schedule Job Description ST ASSIGN: CA P.O.# 'Z-Olt-llS AGREEMENT BETWEEN THE CITY OF CUPERTINO AND T JKM TRANSPORTATION CONSULTANTS FOR DESIGN PROFESSIONAL SERVICES FOR APPLE CAMPUS 2 TRANSPORTATION DEMAND MANAGEMENT (TOM) MONITORING PROGRAM This Agreement for Design Professional Services ("Agreement"), dated h i.q 2017, is entered into by and between City of Cupertino, a municipal corporation ("C� "), and T JKM Transportation Consultants, a California corporation ("Design Professional"). RECITALS A.City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B.Design Professional represents that it is specially trained, experienced and competent to perform the civil engineering services ("Services") required for the City's Apple Campus 2 TOM Monitoring Program Project ("Project"). C.Design Professional represents that it is duly licensed in good standing by the State of California to perform such Services and has submitted a proposal, dated May 1, 2017 ("Proposal") in response to the City's request for proposals. D.City is entering into this Agreement in reliance upon Design Professional's representations, set forth above, to provide the Services in accordance with the terms and conditions of this Agreement. TERMS AND CONDITIONS 1.TERM: The term of this Agreement ("Term") will begin on the date this Agreement is fully executed by both parties and, unless terminated earlier as set forth below or extended by a written amendment to this Agreement, will expire upon on December 31, 2021. 2.SERVICES TO BE PERFORMED: A.Basic Services. Design Professional will provide Basic Services under this Agreement as further described in the Scope of Services set forth in Exhibit A, Scope of Services, attached hereto and incorporated herein, and as further specified in the Proposal, except to the extent that any provision in the Proposal conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected in writing by the City. Basic Services may be divided into separate sequential tasks ("Tasks") as further specified in Exhibit A. City of Cupertino Page 1 of 14 T JKM Transportation Consultants For Apple Campus 2 TOM Monitoring Program [Agrmt-Des Prof-Single Project-FIN,C..L-2016 09] B.Additional Services. City may request, at any time during the Term of this Agreement, that Design Professional provide additional services related to the Project, which are not already encompassed, expressly or implicitly, in this Agreement, Exhibit A or the Proposal ("Additional Services"). Any Additional Services must be authorized in writing by City. Design Professional will not be entitled to compensation for Additional Services provided without or prior to the City's written authorization. Duly authorized Additional Services are subject to all of the provisions that apply to Basic Services under this Agreement, except and only to the extent otherwise specified. All references to "Services" include Basic Services and any authorized Additional Services. 3.SCHEDULE: All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached hereto and incorporated herein. Design Professional must promptly notify the City of any actual or potential delay in providing the Services as scheduled to afford the City adequate opportunity to address or mitigate the delay if possible. Design Professional must begin each separate Task included in Basic Services upon receipt from City of a notice to proceed ("Notice to Proceed") for that Task, and must complete the Task within the time specified in Exhibit B. 4.COMPENSATION: A.Maximum Compensation. The cumulative total payment to Design Professional for Basic Services, Additional Services and expenses under this Agreement may not exceed $147,810.00. Design Professional is not entitled to any payment for Services or expenses in excess of this maximum limit. B.Basic Services. City will pay Design Professional $147,810.00 ("Lump Sum Price"), for the complete and satisfactory performance of the Basic Services in accordance with this Section 4 and as may be further specified in Exhibit C, Compensation, attached hereto and incorporated herein. The Lump Sum Price is completely inclusive of all time and expenses to provide the Basic Services, including, but not limited to, subconsultant costs, materials, supplies, equipment, travel, taxes, overhead and profit. If, for any reason, Design Professional does not fully complete the Basic Services it will only be entitled to a percentage of the Lump Sum Price that is proportionate to the percentage of Basic Services that were completed to the City's reasonable satisfaction. C.Additional Services. Additional Services that have been duly authorized by City as specified above, and provided to the City's reasonable satisfaction, may be compensated on a lump sum basis or based on time and expenses, subject to a not-to-exceed limit, using the Hourly Rates Schedule and Reimbursable Expenses Schedule included in Exhibit C, Compensation. An allowance of $0.00 has been budgeted for Additional Services under this Agreement. The City has the discretion, but not the obligation, to authorize Additional Services up to this not-to-exceed amount, including the discretion to elect not to authorize any Additional Services. For Additional Services provided on an hourly basis, Design Professional will be entitled to compensation for costs other than direct labor, normal business expenses and overhead, based on the documented actual cost only, with no markup or surcharge ("Reimbursable Expenses"). Design Professional will not be entitled to reimbursement for in house copying, printing, faxes, telephone charges, employee overtime, or travel to City's offices City of Cupertino Page 2 of 14 T JKM Transportation Consultan ts For Apple Campus 2 TOM Monitoring Program [f\g;rnt-Des Prnf-Single P1oject-Fll\ll>.L-2016 D91 or to the Project site, unless or to the extent such expenses are specifically authorized in Exhibit C. D.Invoices and Payments. City will pay Design Professional for Services provided to the City's reasonable satisfaction, within 30 days following receipt of a properly submitted invoice for Services provided during the preceding calendar month. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each Task as further specified in Exhibit C. City will notify Design Professional in writing if it disagrees with the stated percentage of completion, and if the disagreement is unresolved, City will pay Design Professional based on the portion of Services that City agrees have been satisfactorily completed at that point. 1.Time and Expenses: For Additional Services provided on an hourly basis, each invoice must also include, for each day Services were provided: a.The name and title of each individual or subconsultant providing Services; b.A succinct summary of the Services performed by each individual or subconsultant; c.The time spent by each individual or subconsultant providing those Services, in 30 minute increments; d.The applicable hourly billing rate or subconsultant charge and payment due; e.An itemized list with amounts and explanation for all permitted reimbursable expenses. 2.Rates and Receipts: All hourly rates and reimbursable expenses must conform to the City-approved rates set forth in Exhibit C, which will be in effect for the entire Term of the Agreement. Each invoice must attach legible, dated receipts for all Reimbursable Expenses. 5.TIME IS OF THE ESSENCE: Time is of the essence for the performance of all Services required under this Agreement and for all of Design Professional's duties under this Agreement. Design Professional must at all times have sufficient, qualified staff or subconsultants assigned to timely provide all Services under this Agreement. Design Professional must take appropriate measures to avoid delay of Project completion, including, but not limited to, prompt submission of deliverables and any required revisions, and prompt responses to City or contractor requests, including, but not limited to, requests for information, substitution requests and change order requests. Failure to comply with the schedule requirements or failure to timely submit deliverables or provided responses as specified under this Agreement may be deemed a material breach of this Agreement. 6.STANDARD OF CARE: All Services must be provided in a manner that meets or exceeds the standard of care applicable to the same type of design professionals performing similar work in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by the City and who do not have any contractual City of Cupertino Page 3 of 14 T JKM Transportation Consultants For Apple Campus 2 TOM Monitoring Program [,!1.grn1t-Des Prof-S111c1le P1u1ecl-Flt,l1\L-2016 091 relationship with City, with the exception of this Agreement. All Services provided under this Agreement, including authorized Additional Services, must be performed as specified to the City's reasonable satisfaction. 7.ERRORS AND OMISSIONS: Design Professional is solely responsible for all of its or its subconsultants' errors and omissions and must promptly correct any and all such errors and omissions at its sole expense. Design Professional must also take appropriate measures to avoid or mitigate any delay, liability or costs resulting from any such errors or omissions. This provision survives expiration or termination of this Agreement. 8.PROJECT COORDINATION: A.City Project Manager. The City's authorized delegee, Jennifer Chu, will be the City's representative for all purposes under this Agreement ("City Project Manager") with authority to oversee the progress and performance of Services under this Agreement. The City reserves the right to replace or provide a substitute City Project Manager at any time, and without prior notice to the Design Professional. B.Design Professional Project Manager. Design Professional will assign a single Project Manager (the "DP Project Manager"), subject to City approval, with authority to receive and act on directions from the City and responsibility for the progress and performance of Services under this Agreement. The designated DP Project Manager is Colin Burgett. If a substitute or replacement DP Project Manager is required for any reason, the City must be notified of the need as soon as possible, Design Professional's designation of the individual proposed to serve as the substitute or replacement will be subject to the City's prior written approval. Design Professional is not entitled to compensation for the time required for the substitute or replacement DP Project Manager to obtain sufficient knowledge of the required Services to fully assume the former DP Project Manager's responsibilities. C.Communication and Coordination. Design Professional is responsible for coordinating the efforts of Design Professional's subconsultants or subcontractors providing Services for this Agreement. Design Professional must also coordinate its Services to the extent reasonably possible, with other City employees or consultants assigned to the Project. Design Professional is responsible for ensuring that the City Project Manager is regularly updated as to the progress or status of the Ser vices, including, but not limited to, participation in meetings or compliance with reporting requirements specified in Exhibit A. Design Professional has an affirmative obligation to'promptly notify the City Project Manager of any significant problems or concerns as they arise in order to enable timely resolution or mitigation of any such problems. Design Professional must promptly respond to the City Project Manager's inquiries regarding the Services. 9.HOLD HARMLESS: A.Indemnity Obligations Subject to Civil Code Section 2782.8. Design Professional will, to the fullest extent allowed by law, with respect to all Services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers (collectively, the "Indemnified Parties") from and against any and all liability, claims, actions, causes of action or demands whatsoever against City of Cupertino Page 4 of 14 T JKM Transportation Cons ultants For Apple Campus 2 TOM Monitoring Program [Agrmt-Des f'rof S1119le Projecl-FIN,L1.L-201G OS'I any of them, including any injury to or death of any person or damage to property or other liability of any nature (colle ctively, "Liability"), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional or Design Professional's employees, officers, officials, agents or subconsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation. Design Professional is not obligated under this Agreement to indemnify City to the extent that any Liability is caused by the sole or active negligence or willful misconduct of any of the Indemnified Parties. In addition to its indemnity obligations, Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such Liability. B.Claims For Other Liability. For all liabilities other than those included within paragraph (A) above, Design Professional will, to the fullest extent allowed by law, indemnify, defend, and hold harmless the Indemnified Parties against any and all liability, claims, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Design Professional or Design Professional's employees, officers, officials, agents or subconsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation. Design Professional will not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of the Indemnified Parties. C.Claims Involving Intellectual Property. In addition to the obligations set forth in paragraphs (A) and (B) above, Design Professional will indemnify, defend, and hold the Indemnified Parties harmless from and against any claim in which an alleged violation of intellectual property rights, including but not limited to copyright or patent rights, arises out of, pertains to, or relates to Design Professional's negligence, recklessness or willful misconduct under this Agreement. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation. D.Survival. The requirements of this section survive expiration or termination of this Agreement. 10.INSURANCE: On or before the commencement of the Term of this Agreement, Design Professional must furnish City with certificates showing the type, amount, effective dates and dates of expiration of insurance coverage required in this section. Such certificates, which do not limit Design Professional's indemnification obligations, must also contain substantially the following statement: "If any of the above insurance covered by this certificate is canceled before the expiration date thereof, the insurer affording coverage will provide 30 days advance written notice to the City of Cupertino, Attention: City Manager." Design Professional will maintain in force at all times during the performance of this Agreement all insurance coverage required by this Agreement with an insurance company that is acceptable to City and authorized to do insurance business in the State of California. Design Professional must also submit endorsements with the certificates naming the City as additional insured in relation to the commercial general liability and commercial automobile liability policies, as further specified below. City of Cupertino Page 5 of 14 T JKM Transportation Consultants For Apple Campus 2 TOM Monitoring Program !Ag1111t-DE:, Prof S111gk P1ojecl Fl�IAL-2016 09J A.Coverage. Design Professional must maintain the following insurance coverage: 1.Workers' Compensation: Statutory coverage as required by the State of California. If Design Professional is self-insured, it must provide its duly authorized Certificate of Permission to Self-Insure. 2.Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate -all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. 3.Automotive: Commercial automotive liability coverage for owned, non-owned and hired vehicles, in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each accident 4.Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Design Professional in the amount of at least $1,000,000 per claim and in the aggregate. The professional liability insurance must include prior acts coverage, which must remain in effect for four years following the earlier of expiration or termination of the Term of this Agreement. B.Subrogation Waiver. Each required policy must include an endorsement that the insurer waives any right of subrogation it may have against the City or the City's insurers. Design Professional agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Design Professional will look solely to its insuranc� for recovery. C.Failure to Comply. If Design Professional at any time during the Term of this Agreement fails to secure or maintain the required insurance, City may obtain or maintain the insurance in the Design Professional's name or on behalf of the Design Professional and will be compensated by the Design Professional for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D.Additional Insured Endorsements. City, its City Council, boards and commissions, officers, officials, employees, agents and volunteers must be named as additional City of Cupertino Page 6 of 14 T JKM Transportation Consultants For Apple Campus 2 TOM Monitoring Program [/\grnil Des Prof -S111gli:: PrnJecl-FINAL-2016 US·] insureds under all insurance coverages, except any worker's compensation and professional liability insurance, required by this Agreement. Any additional insured will not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured will not be required to contribute anything toward any loss or expense covered by the insurance required under this Agreement. E.Sufficiency of Insurance. The insurance limits required by City are not represented as being sufficient to protect Design Professional. Design Professional is advised to confer with Design Professional's insurance broker to determine adequate coverage for Design Professional. 11.INDEPENDENT CONTRACTOR: City and Design Professional intend that the relationship between them created by this Agreement is that of owner-independent contractor. The manner and means of providing the Services are under the control of Design Professional, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Design Professional's performance of the Services. None of the benefits provided by City to its employees, including, but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave, are available from City to Design Professional, its employees or agents. Deductions will not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any payments due to Design Professional. Payments for the above items, if required, are the responsibility of Design Professional. 12.SUBCONSULTANTS: Unless prior written consent from City is obtained, only those individuals and subconsultants whose names are included in this Agreement, including the Exhibits hereto, may provide Services under this Agreement. Design Professional must require all of its subconsultants providing Services under this Agreement to comply with the terms and conditions of this Agreement. Any subconsultants employed by Design Professional must be required to furnish proof of workers' compensation insurance and must also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance required for Design Professional. 13.IMMIGRATION REFORM AND CONTROL ACT (IRCA): Design Professional assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing the Services, pursuant to all applicable !RCA or other federal, or state laws, rules or regulations. Design Professional will indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance with this section by Design Professional. 14.NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer or employee conduct, Design Professional agrees that harassment or discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Design City of Cupertino Page 7 of 14 T JKM Transportation Consultants For Apple Campus 2 TOM Monitoring Program [l,grnit-Des fJ rnf-S1n9le P,oject-FIW,L.·20113 091 Professional or Design Professional's employees or subconsultants on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected classification will not be tolerated. Any violation of this provision by Design Professional, its employees, subconsultants or agents constitutes a material breach of this Agreement, and grounds for termination for cause. 15.PROHIBITION AGAINST TRANSFERS: Design Professional will not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of Jaw or otherwise, without prior written consent of City. Any attempt to do so without City's consent will be null and void, and any assignee, sublessee, hypothecate or transferee will acquire no right or interest by reason of any attempted assignment, hypothecation or transfer. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Design Professional, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Design Professional is a partnership or joint venture or syndicate or cotenancy, which results in changing the control of Design Professional as a legal entity, will be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the business entity. 16.PERMITS AND LICENSES: Design Professional, at its sole expense, must obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License that may be required in connection with the performance of the Services. 17.WORK PRODUCT: A.Property Rights. Any interest (including copyright interests) of Design Professional or its subconsultant(s) in any work product, document, report, draft, memoranda, map, record, plan, drawing, specification and other deliverable, in any medium (collectively, "Work Product"), which has been prepared or created by Design Professional or its subconsultant(s) pursuant to or in connection with this Agreement, will be the exclusive property of City. No Work Product, information or other data given to or prepared, created, or assembled by Design Professional or its subconsultant(s) pursuant to this Agreement may be made available to any individual or organization by Design Professional or its subconsultant(s) without prior written approval by City. All provisions of this section survive expiration or termination of this Agreement. B.Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product prepared or created under this Agreement is deemed works for hire and all copyrights in such Work Product will be the property of City. In the event that it is ever determined that any Work Product prepared or created by Design Professional or any subconsultant under this Agreement are not works for hire under federal law, Design Professional hereby assigns to City all copyrights to such Work Product when and as created. Subject to City's prior written approval, Design Professional may retain and use copies of such Work Product for reference and as documentation of its experience and capabilities and in its promotional materials. With respect to Design Professional's standard details, Design Professional may retain the copyright, but grants to City a perpetual non-exclusive license to use such details in connection with the Services. City of Cupertino Page 8 of 14 T JKM Transportation Consultants For Apple Campus 2 TOM Monitoring Program C.Patents and Licenses. Design Professional must pay any and all 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 that it selects for incorporation into the Services or Work Product provided under this Agreement. D.Re-Use of Work Product. Without limiting any other City right to any of the Work Product prepared or created by Design Professional or its subconsultants, and subject to the limitations of law, all Work Product prepared under this Agreement may be used or modified by the City or its authorized agents in execution or implementation of: 1.The Services for which Design Professional was hired; 2.Completion of the Services by others; 3.Subsequent additions to the Services; and/or 4.Other City projects. E.Deliverables and Format. Electronic and hard copies of Design Professional's Work Product will constitute the Project deliverables. Plans must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. All written Work Product required to be provided by this Agreement (other than large-scale architectural plans and similar items) must be printed on recycled paper and copied on both sides of the paper except for one original, which must be single-sided. 18.RECORDS: Design Professional must maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of Services under this Agreement. Design Professional must maintain adequate records of Services provided in sufficient detail to permit an evaluation of the Services. All such records must be maintained in accordance with generally accepted accounting principles and must be clearly identified and readily accessible. Design Professional must provide free access to such books and records to the City or its agents at all times during Design Professional's normal business hours. Design Professional must give the City or its agents the right to examine and audit those items, and to make transcripts or copies as necessary, and to inspect all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, must be kept separate from other documents and records which are unrelated to this Agreement and must be maintained for a period of three years after receipt of final payment from the City. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Design Professional must reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. The requirements of this section survive expiration or termination of this Agreement. 19.NOTICES: All notices, demands, requests or approvals to be given under this Agreement must be given in writing and will be deemed served when delivered personally; or on the second business day City of Cupertino Page 9 of 14 T JKM Transportation Consultants For Apple Campus 2 TOM Monitoring Program [Agrrnt o�,s Prni-Singlt: Pr•)jcct-FINP.l.-20'1G Ot'I after the deposit thereof in the United States Mail, postage prepaid, registered or certified; or upon confirmation of delivery by a reputable overnight delivery service. A.To City. All notices, demands, requests, or approvals from Design Professional to City must be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Jennifer Chu 8.To Design Professional. All notices, demands, requests, or approvals from City to Design Professional must be addressed to Design Professional at: T JKM Transportation Consultants 4305 Hacienda Drive, Suite 550 Pleasanton, CA 94588 Attention: Colin Burgett 20. TERMINATION: A.Termination for Convenience. City may, at any time, acting in its sole discretion and without cause, terminate this Agreement for convenience by giving written notice to Design Professional at least seven days before the effective date of the termination. If the Agreement is terminated pursuant to this paragraph, the City will compensate Design Professional for all Services satisfactorily performed prior to the effective date and time of the termination, in accordance with this Agreement. 8.Termination for Cause. If Design Professional fails or refuses to perform any of its duties under this Agreement at the time and in the manner required, Design Professional will be deemed in default of this Agreement. If the default is not cured or diligently attempted to be cured by Design Professional within the time specified in the City's written notice of default, or if the Design Professional has otherwise materially breached the Agreement, the City may terminate the Agreement for cause by giving written notice to Design Professional at least seven days before the effective date of the termination, unless otherwise specified in the written notice of default. C.Duties upon Termination. If the Agreement is terminated, whether for convenience or cause, within seven days of the effective date of the termination, Design Professional must promptly deliver to City copies of all Work Product, deliverables, or documents prepared by Design Professional under this Agreement, including both print and electronic versions. Full compliance with this requirement is a condition precedent to final payment following termination. This paragraph survives termination of the Agreement. 21.LEGAL REQUIREMENTS: Design Professional must comply with all applicable local, state or federal laws, rules and regulations, and all ordinances, rules and regulations enacted or issued by City. In addition, if any of the Services provided under this Agreement are subject to prevailing wage requirements under Labor Code Section 1720 et seq., the following provisions apply to those Services: City of Cupertino Page 10 of 14T JKM Transportation Consultants For Apple Campus 2 TOM Monitoring Program [A.grn1i Des P1 of-S1119l2 Prc,ject-F°li,Jl>.L-2016 09j A.Prevailing Wages. To the extent applicable, Design Professional must comply with the City's Labor Compliance Program and all other requirements set forth in Labor Code section 1770 et seq. B.Working Day. To the extent applicable, Design Professional must comply with California Labor Code Section 1810, et seq. which provides that work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, must be compensated as overtime, at not less than 1 % times the basic rate of pay. C.Payroll Records. To the extent applicable, Design Professional must comply with California Labor Code Section 1776 which requires certified payroll records be maintained with the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with this Agreement. The payroll records must be made available for inspection as provided in California Labor Code Section 1776. D.Apprentices. To the extent applicable, Design Professional must comply with California Labor Code Section 1777 .5 regarding apprentices. 22.DISPUTE RESOLUTION: This Agreement will be interpreted under and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California, and no other place. If the parties engage in arbitration to resolve a dispute relating to this Agreement, the arbitrator's award must be supported by law and substantial evidence, and must include detailed written findings of law and fact. This section survives expiration or termination of the Agreement. 23.ATTORNEY FEES: If the City initiates a legal action, including a complaint or cross-complaint, arising out of, relating to or seeking the interpretation or enforcement of the terms of this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs, including the attorney fees and costs for any arbitration, appeal, or enforcement of judgment. This attorney fee provision does not apply to legal actions initiated by the Design Professional. This section survives expiration or termination of the Agreement. 24.ADVERTISEMENT: Design Professional may not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, posters or cards of any kind on City property performed under this Agreement without prior written approval from the City. City of Cupertino Page 11 of 14 T JKM Transportation Consultants For Apple Campus 2 TOM Monitoring Program 25.WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 26.THIRD PARTY BENEFICIARIES: There are no intended third party beneficiaries of this Agreement. 27.RECITALS: The parties agree that the above recitals, which are made part of this Agreement, are true and correct. 28.INTEGRATED AND AMENDMENT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant will be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written instrument signed by authorized representatives for both City and Design Professional. If any provision of this Agreement is determined to be illegal, invalid, or unenforceable by a court of competent jurisdiction, all remaining provisions will remain in full force and effect. 29.CONFLICT OF INTEREST: Design Professional warrants that it is not a conflict of interest for Design Professional to perform the Services required by this Agreement. Design Professional may be required to fill out a conflict of interest form if the Services provided under this Agreement require Design Professional to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 30.GIFTS: Design Professional is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee, as set forth in City Administrative Procedures. Design Professional agrees not to offer any City officer or designated employee any gift prohibited by the Administrative Procedures. Offering or giving a prohibited gift constitutes a material breach of this Agreement by Design Professional. In addition to any other remedies City may have in law or equity, City may terminate this Agreement for cause as provided in Section 20 of this Agreement. 31.INSERTED PROVISIONS: Each provision and clause required by Jaw to be inserted into the Agreement is deemed to be enacted herein, and the Agreement will be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement will be amended to make such insertion on application by either party. City of Cupertino Page12of14 T JKM Transportation Consultants For Apple Campus 2' TOM Monitoring Program 32.EXECUTION: The person executing this Agreement on behalf of the Design Professional represents and warrants that the Design Professional 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 Design Professional. 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. 33.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. [Signatures on following page.} City of Cupertino Page 13 of 14 T JKM Transportation Consultants For Apple Campus 2 TOM Monitoring Program [f\grnil-Des Prof-Single Proiect-FINAL-20113 09] IN WITNESS WHEREOF, the pa1iies have caused the Agreement to be executed. DESIGN PROFESSIONAL T JKM Transportation Consultants By �(UK� Name @1tif 1}. ICa�'Zt l Title Date \} � p,,., ... ..aA' �.i.1 .. \., -------- Tax I.D. No.: Cf4 · 22 '6q �I '3 Address: 430? H-�0101d e:t "C>r-. S v1 ,·+(' c;,&:;o City of Cupertino T JKM Transportation Cons ultants CITY OF CUPERTINO A Municipal Corporation By:_.��- �,. Timm Borden, Director of Public Works Date 1/�/rf APPROVED AS TO FORM: pU' V Randolph Stevenson Hom, City Attorney-.1 ATTEST: ��;{!-f -I, -11 Grace Schmidt, City Clerk Contract Amount: I� ll O · cf)_Account No. : tO D =� .'i# 'Um .??-3 Page 14 of 14 For Apple Campus 2 TOM Monitoring Program [.A g1mt-Des r0 mf-S1119le PruJ-:cl Fl�Jt•.L-2016 09J City of Cupertino/TJl<M Contract Agreement Apple Campus 2 Transportation Demand Management (TDM) Monitoring Program I Project No. 2017-1i3 EXHIBIT A: SCOPE OF SERVICES Task 1: Project Start-up & Kick Off Meeting TJKM will schedule a kick off meeting with the City Project Manager to review the scope of work and schedule, and finalize the work plan. TJKM and City staff will refine the study driveways, and review TOM project goals and strategies to incorporate in the Final AC2 Monitoring Report. During the project, Mr. Burgett (the designated DP Project Manager) will keep the City Project Manager up to speed on the project status. Deliverable i+ Final project scope and schedule from Project f(ickoff Meeting Task 2: TDM Monitoring Program Approach Under this task and prior to conducting data collection, TJKM will prepare a Draft Monitoring Approach for City of Cupertino staff review, which will include a detailed data-gathering plan. The monitoring plan will identify the methodologies to monitor the conditions within the study area. The methodologies will be developed and/or recommended based on experience with similar projects and best practices throughout the United States. The monitoring plan will also include data collection methods, performance targets, and develop an annual template for future monitoring efforts. The monitoring plan will describe data collection, methodologies, quality control procedures, and schedule. Key topics to be discussed during Task 2 include: >Measures to ensure that the vehicle trip monitoring provides an accurate portrait of peak hour vehicle trip generation. For example: driveway counts may not capture all vehicle trips generated by drop-offs/pick-ups -including users of such services as Uber and Lift -particularly where drop-offs may occur near pedestrian entrances rather than at designated on-campus drop-offs areas.>Consideration of "unserved" traffic demand that may not be undercounted based strictly on peak-hour driveway counts. For example: inbound congestion during the a.m. peak hour particularly just before 9 a.m. --may result in some vehicles being unable to enter the driveway during the "a.m. peak hour where inbound queues are long. Those trips would not be included in the peak-hour driveway counts, if the queue length resulted in those vehicles reaching the driveway after 9.a.m. Nonetheless, such trips would be part of the total volume of peak-hour trips generated, and would potentially contribute to congestion on Wolfe Road during the peak hour, even if not included in peak-hour driveway counts.>Incorporation of parking intrusion data. TJKM understands the Cut-Through Traffic and Parking Intrusion Monitoring and Mitigation Program will be completed prior to the data collection for this project. Valuable information on estimated employee parking diverted to neighborhoods can be gleaned from the project and incorporated in future monitoring efforts. Deliverable •TOM Monitoring Program Approach Memorandum (draft and final) Task 3: Data Collection (First Year) TJKM understands the important of accurate and precise data collection and will utilize this experience to conduct vehicle counts for all AC2 driveways. Hourly counts shall be taken over a two-week period. Counts obtained during the three midweek weekdays {Tuesday, Wednesday, and Thursday) shall be averaged. The trip counts for the site driveways shall be added together. The year-one data collection Exhibit A -Page 1 City of Cupertino/TJKM Contract Agreement Apple Campus 2 Transportation Demand Management (TDM) Monitoring Program I Project No. 2017-113 will be conducted in February 2018. To ensure accuracy, counts will be avoided on days immediately before or after holidays or long weekends, and shall not be performed on days with inclement weather. Counts will include the following driveway count locations at the major access driveways during the AM peak hour: >Wolfe Road Main Driveway>Tantau Avenue Main Driveway>Tantau Avenue and Pruneridge Avenue Parking Garage>Apple's Research and Development (R&D) offices along Tantau Avenue>Apple Transit Center>Apple drop-off location on East Homestead Road TJKM will collect tube count date aggregated to the hourly time interval for the entire duration of the two weeks, separating the number of vehicles per driveway each day of the two-week period. TJKM will determine the Average Daily Traffic Volume as well as the AM and PM peak hour volumes by driveway. Data collected in this task will be summarized in the draft Monitoring Report (to be prepared in Task 4) with supporting graphical displays including tables and maps. Task 4: TOM Monitoring Report (First Year) Based on the efforts TJKM outlined in Tasks 1-3, results of the data collected will be presented to the City in a TDM Monitoring Report. Ultimately, the report, on an annual basis, will individuate if the AM and PM peak hour trip generation of AC2 is less than 4,270 AM peak hour vehicle trips and 4,400 PM peak hour vehicle trips. The results would be compared to the AM peak hour rate of 0.32 vehicle trips per employee and PM peak hour rate of 0.33 vehicle trips per employee, which represent the existing 28 percent alternative mode share at the Apple Infinite Loop Campus and the buildings south of Mariani Avenue. The target rates are 0.30 AM peak hour vehicle trips per employee and 0.31 PM peak hour vehicle trips per employee. TJKM will develop an annual monitoring schedule, with input from the City of Cupertino, based on the completion and a percentage of occupied office space within the AC2 Development. A step-by-step protocol will be detailed in order to effectively collect the pertinent data, as well as the key areas to focus on. TJKM will create a comprehensive reporting template to use on an annual basis that will display the data by year, comparisons, and any trends as the development is anticipated to increase occupancy each year of the five-year program. Base tables and graphs will be developed that can be utilized in the future for the annual data comparison and trends. Deliverable i+ Year 1 TOM Monitoring Report (draft and final) Exhibit A-Page 2 City of Cupertino/TJKM Contract Agreement Apple Campus 2 Transportation Demand Management (TOM) Monitoring Program I Project No. 2017-113 Task 5: Second Vear -Data Collection & Field Review+ TDM Monitoring Report TJl<M will repeat the data collection, field review and report preparation steps (as described in Tasks 3 and 4) during the second year of TOM monitoring, to be conducted approximately 18 to 22 months from initial occupancy, in the fall of 2018 or early in 2019. Deliverables •Year 2 TOM Monitoring Report {draft and final) Task 6: Third Vear -Data Collection & Field Review+ TDM Monitoring Report TJl<M will again repeat the data coll ection, field review and report preparation steps (as described in Tasks 3 and 4) during the third year ofTDM monitoring, to be conducted approximately 30 to 34 months from initial occupancy, in the fall of 2019 or early in 2020. Deliverables *Year 3 TOM Monitoring Report (draft and final) Task 7: Fourth Vear-Data Collection & Field Review+ TDM Monitoring Report TJl<M will conduct a fourth year of data collection, field review and report preparation steps (as described in Tasks 3 and 4) approximately 42 to 46 months from initial occupancy, in the fall of 2020 or early in 2021. Deliverables •Year 4 TOM Monitoring Report (draft and final) Exhibit A -Page 3 City of Cupertino/TJKM Contract Agreement Apple Campus 2 Transportation Demand Management (TDM) Monitoring Program I Project No. 2017-113 EXHIBIT B: SCHEDULE OF PERFORMANCE TJKM will complete this project in accordance with the schedule shown below, except where schedule changes are requested and/or authorized by the City Project Manager. In addition, since data collection should occur during typical weekday conditions: the data collection and field review to be conducted in Tasks 3, 5, 6 & 7 should not be conducted during periods of inclement weather. Therefore, the schedule below is subject to change due to rain and/or other weather-related factors. t :::' . .":\ �; :..:/.: :.;:.?:{::\\���{�.�:mJ?i} :S>;t)/J tI�� �· .�?. : :' · ;\:: .:.��.�r! :·� ,.:� ' finish ._t, ... I-� !Task 1. Kick Off Meeting Fri 10/13/2017 Task 2. TOM Monitoring Program Approach Tues 10/31/2017 Prepare Draft Monitoring Program Approach Fri 10/20/2017 Submit Draft Approach to City Staff Fri 10/20/2017 City Staff Review Fri 10/20/2017 Fri 10/27/2017 Prepare Final Monitoring Program Approach Fri 10/27/2017 Tues 10/31/2017 Submit Final Approach to City Staff Tues 10/31/2017 Task 3. Fi rst Year -Data Collect ion & Field Review Tue 2/6/2018 Thu 2/15/2018 Task 4. First Year -TOM Monitoring Report Mon 2/26/2018 Fri/30/2018 Develop Draft Report Mon 2/26/2018 Fri 3/2/2018 Submit Draft Report to City Staff Mon 3/5/2018 City Staff Review Mon 3/5/2018 Fri 3/16/2018 Prepare Final Report Mon 3/19/2018 Fri 3/30/2018 Submit Final Report to City Staff Fri 3/30/2018 'Task 5. Second Year -Data Collection & Field Review Tue 10/2/2018 Fri 11/30/2018 +TOM Monitoring Report Task 6. Third Year -Data Collection & Field Review+Tue 10/1/2019 Fri 12/6/2019 TOM Monitoring Report Task 7. Fourth Year -Data Collection & Field Review+ Tue 10/6/2020 Fri 12/4/2020 !TOM Monitoring Report Exhibit B EXHIBIT C: COMPENSATION City of Cupertino Apple Campus 2 Transportation Demand Management (TDM) Monitoring Program Project No. 2017-113 TJKM Consultants lump sum price by task and hourly billing rates. NayanAmin Colin Janice Prashanth Ian &Ruta Burgett Spuller Dullu Lin Jariwala Principal Project Task Task Project Manager Lead Lead Planner Tasks Hourly Billing Rates $220 $190 $160 $160 $110 Task 1. Kick-Off Meeting I 4 I 4 I I Task 2. TDM Monitoring Approach I 4 I 8 I 4 I I Task 3. Data Collection & Field Review (First Year) I 4 I 4 I 8 I 20 I 24 Task 4. TDM Monitoring Report (First Year) I 4 I 16 I 8 I 4 I 5.Second Year -Data Collection & Field Review+ TDM Monitoring Report I 8 I 20 I 16 I 24 I 24 6.Third Year -Data Collection & Field Review+ TDM Monitoring Report I 8 I 20 I 16 I 24 I 24 7.Fourth Year -Data Collection & Field Review+ TDM Monitoring Report 8 20 16 24 24 TOTAL 40 92 68 96 96 John Atkinson Subconsultant $110 4 I I 4 I I 24 I 16 I I 40 I I 40 I 40 168 Data Total I Collection Hours Counting Services 12 20 I 84 I $16,400 48 I 132 I $16,400 132 I $16,400 132 I $16,400 560 I $65,600 I I I I I I I I *Other Direct Costs shall include reimbursement for travel costs, based on the documented actual cost (with no markup or Other Direct Costs* $50 I I $150 I I I $150 I $150 I s150 I $650 I surcharge) of transit and taxi fares, and mileage reimbursement at the IRS standard mileage rate ($0.54 per mile as of 2017). Exhibit C Lump Sum Price. by Task $2,130 $3,480 $27,950 $7,600 $35,550 $35,550 $35,550 $147,810 Client#: 491 TJKMTRANS ACORDn., CERTIFICATE OF LIABILITY INSURANCE I DA TE (MM /DD/YYYY) 7/10/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUB ROGATION 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 ����ACT Doris A. Chambers Dealey, Renton & Associates FlJ8,\\ Extl: 510 465-3090 I rffc. Nol : 510 452-2193 P.0. Box 12675 �oMD°il�ss: dchambers@dealeyrenton.com Oakland, CA 94604-2675 INSURER(S) AFFORDING COVERAGE NAIC # 510 465-3090 - David C. Eckman 1NSURER A : Travelers Indemnity Co. of Conn 25682 INSURED INSURER s: Travelers Property Casualty Co 25674 T JKM Transportation Consultants INSURER c: XL Specialty Insurance Co. 37885 2055 Gateway Place, Suite 400 INSURER D: San Jose, CA 95110-2798 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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. INSR LTR A B TYPE OF INSURANCE X C OMMERCIAL GENERAL LIABILITY f---D CLAIMS-MADE � OCCUR f-----GEN'L AGGREGATE LIMIT APPLIES PER: I �PRO-POLICY JECT I OTHER: AUTOMOBILE LIABILITY -X ANY AUT O f---ALL OWNED - f---AUTOS -X HIRED AUTOS X DLOC SCHEDULED AUTOS NON-OWNED •f---f---AUTOS B C UMBRELLA LIAS EXCESS LIAS H OCCUR CLAIMS-MADE I OED I I RETENT ION s WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE Cm OFFICER/MEMBER EXCLUDED? N (Mandatory in NH) II yes. describe under DESCRIPTION OF OPERATIONS below Professional Liability ADDL SUBR INSR WVD X X X X X N/A X LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFF POLICY EXP LIM ITS POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl 6800J039683 04/01/2017 04/01/2018 EACH OCCURRENCE s1 000 000 ���t,[§�J?E���Jt7rg,ncel s1 000 000 MED EXP (Any one person) s10 000 PERSONAL & ADV INJURY s 1,000,000 GENERAL AGGREGATE s2,000,000 PRODUCTS -C OMP/OP AGG s2,000,000 s BA9C242599 04/01/2017 04/01/201 S rOMBINED SINGLE LIMIT Ea accident\ 51,000,000 BODILY INJURY (Per person) s BODILY INJURY (Per accident) S PROPERTY DAMAGE s /Per accident\ s EACH OCCURRENCE s A GGREGATE s s UB4052T603 04/01/2017 04/01/201e X ,��fTIIH' I 1gJH- EL EACH ACCIDENT s1 000 000 E.L. DISEASE -EA EMPLOYEE s1 000 000 EL DISEASE -POLICY LIMIT s1 ,000,000 DPR9912709 04/01/2017 04/01/2018 $2,000,000 per Claim $2,000,000 Anni Aggr. DESCRIPTION OF OPERAT IONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) GENERAL LIABILITY POLICY EXCLUDES CLAIMS ARISING OUT OF THE PERFORMANCE OF PROFESSIONAL SERVICES. REF: Apple Campus 2 TDM Monitoring Program. GENERAL LIABILITY AND AUTOMOBILE LIABILITY ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, officials, employees, agents and volunteers. Commercial General Liability Insurance is primary and non contributory per policy form. Waiver of Subrogation applies to Commercial General Liability Automobile Liability and Workers' Compensation. (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Department of Public Works ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I A' C�-.�-�'-� r<l . f��---·" © 1988-2014 ACOIW CORPORATION. All rights reserved. ACORD 25 (2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD #S2062892/M1983757 DAG ·- I Cancellation provisions are solely as shown on this certificate. Cancellation: 30 Day/10 Day for Non Payment of Premium. SAGITTA 25.3 (2014/01) 2 of 2 #S2062892/M1983757 COMMERCIAL GENERAL LIABILITY Policy Number: 6BOOJ039683 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1.The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a.Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b.If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c.With respect to the independent acts or omis sions of such person or organization; or d.For "bodily injury", "property damage" or "per sonal injury" for which such person or organi zation has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e.This insurance does not apply on any basis to any person or organization for which cover age as an additional insured specifically is added by another endorsement to this Cover age Part. f.This insurance does not apply to the render ing of or failure to render any "professional services". g.In the event that the Limits of Insurance of the Coverage Part shown in the Declarations ex ceed the limits of liability required by the "writ- 'ten contract requiring insurance", the insur ance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the lim- its of insurance described in Section Ill -Lim its Of Insurance. h.This insurance does not apply to "bodily inju ry" or "property damage" caused by "your work" and included in the "products completed operations hazard" unless the "written contract requiring insurance" specifi cally requires you to provide such coverage for that additional insured, and then the insur ance provided to the additional insured ap plies only to such "bodily injury" or "property damage" that occurs before the end of the pe riod of time for which the "written contract re quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2.The following is added to Paragraph 4.a. of SEC TION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other in surance, whether primary, excess, contingent or on any other basis, that is available to the addi tional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the ad ditional insured under this Coverage Part must apply on a primary basis or a primary and non contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1)The "bodily injury" or "property damage" for which coverage is sought occurs; and (2)The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requir ing insurance". But this insurance provided to the additional insured still is excess over valid and CG D3 81 09 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY collectible other insurance, whether primary, ex cess, contingent or on any other basis, that is available to the additional insured when that per son or organization is an additional insured under any other insurance. 3.The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LI ABILITY CONDITIONS: We waive any right of recovery we may have agains t any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you be fore, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is comm itted. 4.The following definition is added to the DEFINI TIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provid ed that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a.After you have signed that written contract; b.While that part of the written contract is in ef fect; and c.Before the end of the policy period. Page 2 of 2 © 2015 The Tra velers Indemnity Co mpany. All rights reserved. CG D3 81 09 15 Includes the copyrighted material of Insurance Services Office, Inc., with its perm ission POLICY NUMBER: COMMERCIAL AUTO CA 20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: TJl<M Transportation Consultants Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): Information required to complete this Schedule, if not shown will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A. 1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: BA9C242599 COMMERCIAL AUTO ISSUE DATE: 4/1/17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE -PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsem ent modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE OF ADDITIONAL INSURED PERSONS OR ORGANIZATIONS City of Cupertino Department of Public Works 10300 Torre Avenue Cupertino, CA 95014 PROVISIONS 1.The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization designated in the Schedule Of Additional Insured Persons Or Organizations who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that designated person's or organization's liability for the conduct of another "insured". REF: Apple Campus 2 TOM Monitoring Program. NAME OF PERSON OR ORGANIZATION CONTINUATION: City, its City Council, boards and commissions, officers, officials, employees, agents and volunteers 2.The following is added to Paragraph 5., Other Insurance, in B., General Conditions, of SECTION IV -BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which the person or organization designated in the Schedule Of Additional Insured Persons Or Organizations is the first named insured when the written contract or agreement between you andthat designated person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4420216 u 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. BA9C242599 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of Rights Of Recovery Against Others To Us, of the CONDITIONS Section: 5.Transfer Of Rights Of Recovery Against Oth ers To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver ap plies only to the person or organization desig nated in such contract. CA T3 40 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with its permission. T Jl<M Transportation Consultants WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (OO) -- POLICY NUMBER: UB4052T603 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Person or Organization: City of Cupertino Department of Public Works 10300 Torre Avenue Cupertino, CA 95014 DATE OF ISSUE: 0410112017 Schedule Job Description: REF: Apple Campus 2 TOM Monitoring Program. Waiver of Subrogation applies in favor of:-City, its City Council, boards and commissions, officers, officials, employees, agents and volunteers 5/6/2019 Travelers Property Casualty Company of America -Company Profile -Best's Credit Rating Center Traveler Property Casualty Company of America A.M. Best#: 004461 NAIC #: 25674 FEIN#: 362719165 Domiciliary Address One To wer Square Hartford, CT 06183 United States Web: www.travelers.com Phone: 860-277-0111 Fax: 844-816-944 7 Assigned to insurance companies that have, in our opinion, a superior ability to meet their ongoing insurance obligations. View additional news, reports and products for this company. Based on A.M. Best's analysis, 058470 -The Travelers Companies, Inc. is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: Affiliation Code: A++ (Sui:>erior) g (Group) Financial Size Category: XV ($2..Billion or greater) Outlook: Stable Action: Effective Date: Initial Rating Date: Affirmed October 31, 2018 June 30, 1972 Long-Term Issuer Credit Rating View Definition Long-Term: Outlook: aa+ Stable ratings.ambest.com/CompanyProfile.aspx?ambnum=4461&URATINGID =2928293&MC Token=1051911413413514386121717820372152024831 &aut... 1/4 5/6/2019 Travelers Property Casualty Company of America -Company Profile -Best's Credit Rating Center Action: Affirmed Effective Date: October 31, 2018 Initial Rating Date: April 18, 2005 u Denotes Under Review Best's Rating Best's Credit Rating Analyst Rating Office: A.M. Best Rating Services, Inc. Senior Financial Analyst: Gregory Dickerson Director: Jennifer Marshall, CPCU, ARM ,. •· Note: See the Disclosure information Form or Press Release below for the office and analyst at the time of the rating event. Disclosure Information Disclosure Information Form View A.M. Best's Rating Disclosure Form Press Release A.M. Best Affirms Credit Ratings of The Travelers Companies, Inc. and Its Main Subsidiaries October 31, 2018 Rating History A.M. Best has provided ratings & analysis on this company since 1972. Financial Strength Rating Effective DateRating 10/31/2018 A++ 10/5/2017 A++ 7/22/2016 A++ 5/28/2015 A++ 5/23/2014 A++ Long-Term Issuer Credit Rating ratings.ambest.com/CompanyProfile.aspx?ambnum=4461&URATINGID=2928293&MCToken=10519114134135143861217 17820372152024831 &aut... 2/4 5/6/2019 Travelers Property Casualty Company of America -Company Profile -Best's Credit Rating Center Effective DateRating 10/31/2018 aa+ 10/5/2017 aa+ 7/22/2016 aa+ 5/28/2015 aa+ 5/23/2014 aa+ Best's Credit Reports {�'\ Best's Credit Report -Where applicable, includes Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, detailed business overview and key financial data. Report Revision Date: 4/26/2019 (represents the latest significant change). ,f::.:, .. 1 Historical Reports are available in Best's Credit Report Archive .. :_J View additional news, reports and products for this company. Press Releases Oct 31, 2018 Oct 05, 2017 Jul 22,2016 May 28, 2015 May 23, 2014 May 30, 2013 May 10, 2012 May 26, 2011 Jun 08, 2010 Jun 03, 2008 1 2 A.M. Best Affirms Credit Ratings of The Travelers Companies, Inc. and Its Main Subsidiaries A.M. Best Affirms Credit Ratings of The Travelers Companies, Inc. and Its Subsidiaries A.M. Best Affirms Ratings of The Travelers Companies, Inc. and Its Subsidiaries A.M. Best Affirms Ratings of The Travelers Companies, Inc. and Its Subsidiaries A.M. Best Upgrades Ratings of The Travelers Companies, Inc. and Most of Its Subsidiaries A.M. Best Revises Outlook to Positive for The Travelers Companies, Inc. and Most of Its Subsidiaries A.M. Best Affirms Ratings of The Travelers Companies, Inc. and Its Subsidiaries A.M Best Affirms Ratings of The Travelers Companies, Inc. and Its Subsidiaries A.M. Best Upgrades Issuer Credit Ratings of Travelers Group A.M. Best Affirms Ratings of Travelers Insurance Companies and Several of Its Subsidiaries Page size: 10 20 items in 2 pages Find a Best's Credit Rating Enter a Company Name Advanced Search ratings.ambest.com/CompanyProfile.aspx?ambnum=4461&URATING1D=2928293&MCToken=1051911413413514386121717820372152024831 &aut 3/4 5/6/2019 European Union Disclosures Travelers Property Casualty Company of America -Company Profile -Best's Credit Rating Center How to Get a Best's Credit Rating Best's Credit Ratings @Mobile App A.M. Best -Europe Rating Services Limited (AMBERS), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment Institution (ECAI) in the European Union (EU). Therefore, Credit Ratings issued and endorsed by AMBERS may be used for regulatory purposes in the EU as per Directive 2006/48/EC. A.M. Best (EU) Rating Services B.V. (AMB-EU), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment (ECAI) in the EU. 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For additional information regarding the use and limitations of credit rating opinions, as well as the rating process, information requirements and other rating related terms and definitions, please view Understanding Best's Credit Ratings. About Us J Site Map J Customer Service J My Account J Contact J Careers J Terms of Use J Privacy Policy J Security J Legal & Licensing Regulatory Affairs -Form NRSRO -Code of Conduct -Rating Methodology -Historical Performance Data Copy right© 2019 A.M. Best Company, Inc. and/or its affiliates ALL RIGHTS RESERVED. ratings.ambest.com/CompanyProfi le.aspx?ambnum=4461 &URATING I D=2928293&MCToken= 1051911413413514386121717820372152024831 &aut... 4/4 5/6/2019 Travelers Casualty and Surety Company of America -Company Profile -Best's Credit Rating Center Travelers CasYalty and Surety Company of America A.M. Best#: 003609 NAIC #: 31194 FEIN#: 060907370 Domiciliary Address One Tower Square Hartford, CT 06183 United States Web: www.travelers.com Phone: 860-277-0111 Fax: 844-816-9447 Assigned to insurance companies that have, in our opinion, a superior ability to meet their ongoing insurance obligations. View additional news, reports and products for this company. Based on A.M. Best's analysis, 058470 -The Travelers Companies, Inc. is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: A++ (Superior) Financia Size Category: XV ($2 Billion or greater) Outlook: Stable Action: Affirmed Effective Date: Initial Rating Date: October 31, 2018 June 30, 1975 Long-Term Issuer Credit Rating View Definition Long-Term: Outlook: Action: aa+ Stable Affirmed ratings.ambest.com/CompanyProfile.aspx?ambnum =3609&URatingld=2928293&bl =O&AltSrc =1&PPP=&AltNum=O&Ext_User =&Ext_Misc =&Portal=O&... 1/5 5/6/2019 Travelers Casualty and Surety Company of America -Company Profile -Best's Credit Rating Center Effective Date: October 31, 2018 Initial Rating Date: April 18, 2005 u Denotes Under Review Best's Rating AMB Rating Unit Note: This data record represents an AMB Rating Unit and the following Best's Credit Ratings are based on the consolidated financials assigned to this record. AMB# Company Name Best's FSR Best's ICR 087376 Travelers Gas & Sur Co of Europe Ltd Best's Credit Rating Analyst Rating Office: A.M. Best Rating Services, Inc. Senior Financial Analyst: Gregory Dickerson Director: Jennifer Marshall, CPCU, ARM A++ aa+ Note: See the Disclosure information Form or Press Release below for the office and analyst at the time of the rating event. Note: Credit Ratings on this company are European Union Endorsed. Disclosure Information Disclosure Information Form View A.M. Best's Rating Disclosure Form Press Release A.M. Best Affirms Credit Ratings of The Travelers Companies, Inc. and Its Main Subsidiaries October 31, 2018 Rating History A.M. Best has provided ratings & analysis on this company since 1975. Financial Strength Rating Effective DateRating ratings.ambest.com/CompanyProfi le.aspx?ambnum=3609&URatingld=2928293&bl=O&AltSrc=1&PPP=&AltNum=O&Ext_User =&Ext_Misc=&Portal=O&... 2/5 5/6/2019 Travelers Casualty and Surety Company of America -Company Profile -Best's Credit Rating Center 10/31/2018 A++ 10/5/2017 A++ 7/22/2016 A++ 5/28/2015 A++ 5/23/2014 A++ Long-Term Issuer Credit Rating Effective DateRating 10/31/2018 aa+ 10/5/2017 aa+ 7/22/2016 aa+ 5/28/2015 aa+ 5/23/2014 aa+ Best's Credit Reports \lj Best's Credit Report -Where applicable, includes Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, detailed business overview and key financial data. Report Revision Date: 11 /26/2018 (represents the latest significant change). ,,�1 Historical Reports are available in Best's Credit Report Archive. View additional news, reports and products for this company. ratings.ambest.com/CompanyProfile.aspx?ambnum=3609&URatingld=2928293&bl=O&AltSrc=1 &PPP=&AltNum=O&Ext_User=&Ext_Misc=&Portal=O&... 3/5 5/6/2019 Press Releases Oct 31, 2018 Oct 05, 2017 Jul 22, 2016 May 28, 2015 May 23, 2014 May 30, 2013 May 10, 2012 May 26, 2011 Jun 08, 2010 May 15, 2009 1 2 3 Travelers Casualty and Surety Company of America -Company Profile -Best's Credit Rating Center A.M. Best Affirms Credit Ratings of The Travelers Companies, Inc. and Its Main Subsidiaries A.M. Best Affirms Credit Ratings of The Travelers Companies, Inc. and Its Subsidiaries A.M. Best Affirms Ratings of The Travelers Companies, Inc. and Its Subsidiaries A.M. Best Affirms Ratings of The Travelers Companies, Inc. and Its Subsidiaries A.M. Best Upgrades Ratings of The Travelers Companies, Inc. and Most of Its Subsidiaries A.M. Best Revises Outlook to Positive for The Travelers Companies, Inc. and Most of Its Subsidiaries A.M. Best Affirms Ratings of The Travelers Companies, Inc. and Its Subsidiaries A.M Best Affirms Ratings of The Travelers Companies, Inc. and Its Subsidiaries A.M. Best Upgrades Issuer Cre dit Ratings of Travelers Group A.M. Best Revises Outlook to Positive for Issuer Credit Ratings of Travelers Group Page size: 10 24 items in 3 pages Find a Best's Credit Rating Enter a Company Name Advanced Search European Union Disclosures How to ,Get a Best's ,c,edit Rating @ Bes�� Gre_· �1it Ratings @o ·Moti1le App , . A.M. Best -Europe Rating Services Limited (AMBERS), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment Institution (ECAI) in the European Union (EU). Therefore, Credit Ratings issued and endorsed by AMBERS may be used for regulatory purposes in the EU as per Directive 2006/48/EC. A.M. Best (EU) Rating Services B.V. (AMB-EU), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment (ECAI) in the EU. Therefore, credit ratings issued and endorsed by AMB-EU may be used for regulatory purposes in the EU as per Directive 2006/48/EC. Australian Disclosures A.M. Best Asia-Pacific Limited (AMBAP), Australian Registered Body Number (ARBN No.150375287), is a limi ted liability company incorporated and domici led in Hong Kong. AMBAP is a wholesale Australian Financial Services (AFS) Licence holder (AFS No. 411055) under the Corporations Act 2001. Credit ratings emanating from AMBAP are not intended for and must not be distributed to any person in Australia other than a wholesale client as defined in Chapter 7 of the Corporations Act. AMBAP does not authorize its ratings .am best.com/CompanyProfi le .as px? am bnum=3609&U Rating Id =2928293&bl =O&AltS re= 1 &PP P=&AltN u m=O&Ext_ User=&Ext_ M isc=&Portal=O&.. . 4/5 5/6/2019 Travelers Casualty and Surety Company of America -Company Profile -Best's Credit Rating Center Credit Ratings to be disseminated by a third-party in a manner that could reasonably be regarded as being intended to influence a retail client in making a decision in relation to a particular product or class of financial product. AMBAP Credit Ratings are intended for wholesale clients only, as defined. Credit Ratings determined and disseminated by AMBAP are the opinion of AMBAP only and not any specific credit analyst. AMBAP Credit Ratings are statements of opinion and not statements of fact. They are not recommendations to buy, hold or sell any securities or any other form of financial product, including insurance policies and are not a recommendation to be used to make investment /purchasing decisions. Important Notice: A.M. Best's Credit Ratings are independent and objective opinions, not statements of fact. A.M. Best is not an Investment Advisor, does not offer investment advice of any kind, nor does the company or its Ratings Analysts offer any form of structuring or financial advice. A.M. Best's credit opinions are not recommendations to buy, sell or hold securities, or to make any other investment decisions. For additional information regarding the use and limitations of credit rating opinions, as well as the rating process, information requirements and other rating related terms and definitions, please view Understanding Best's Credit Ratings. 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