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20-008 Fehr & Peers, Technical Analysis, Stakeholder Outreach and Guidance in Implementing SB 743 CITY OF isDESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH FEHR& PEERS CUPERTINO 1. PARTIES I i This Agreement is made and entered into as of December 2, 2019 ("Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and Fehr& Peers ("Consultant"), a Corporation for technical analysis, stakeholder outreach and guidance in implementing SB 743. ("Project"). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project,which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant's written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected by City. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal ("Additional Services").Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to "Services" in the Agreement include Basic Services and Additional Services,unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement,the Scope of Services, and Consultant's Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on 8/30/2020 , unless terminated earlier as provided herein ("Contract Time"). 3.2 Schedule of Performance.All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City's Notice to Proceed ("NTO"),and must complete each task within the time specified in Exhibit B. City Project City of Cupertino transition fi•orn Level of Service(LOS)to Vehicle Miles Traveled(VMT) Design Professional Agreement(single)/Rev.May.2018 Page 1 of 10 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $173,400 ("Contract Price"), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount.No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant$ 116,900 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, subConsultant's costs, materials, supplies, equipment,travel, taxes, overhead and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction. 4.3 Additional Services. City has the discretion, but not the obligation,to authorize Additional Services up to an amount not to exceed $56,500 . Additional Services provided to City's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge ("Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the amount due for the preceding month. City will pay Consultant within 30 days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in 30 minute increments; (iv)the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. City Project City of Cupertino transition from Level of Service(LOS)to Vehicle Aliles Traveled(VAIT) Design Professional Agreement(single)/Rev. May. 2018 Page 2of10 b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee,partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker's compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its subConsultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City's reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any subConsultants that they are properly licensed, registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License. 5.4 SubConsultants. Unless prior written approval from City is obtained, only Consultant's employees and subConsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all subConsultants to furnish proof of insurance for workers' compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all subConsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for any violations pursuant to the indemnity provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its SubConsultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use Citv Project City of Cupertino transition from Level of Service(LOS)to Vehicle Miles Traveled(PMT) Design Professional Agreement(single)/Rev.May.2018 Page 3of10 it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium,prepared by Consultant under this Agreement ("Work Product"), will be the exclusive property of the City and shall not be shown to a third-party without prior written approval by City 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its SubConsultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not"works for hire", Consultant and SubConsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its SubConsultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant's performance, benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 Consultant will provide City full access to Consultant's books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or City Project City of Cupertino transition from Level of Service(LOS)to Vehicle Miles Traveled(YMT) Design Professional Agreement(single)/Rev. May.2018 Page 4 of 10 audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY/SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Agreement,without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants (collectively, "Indemnitees"), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any and all liability, claims, actions, causes of action, demands or charges whatsoever against any Indemnitee, including any injury to or death of any person or damage to property or other liability of any nature (collectively, "Liability"), that arise out of,pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, officials, employees, agents or SubConsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees, and all other costs and fees of litigation. In addition to its indemnity obligations, Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such Liability. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant's City Project City of Cupertino transition from Level of Service(LOS)to Vehicle Alfiles Traveled(VA11T) Design Professional Agreement(single)/Rev.May.2018 Page 5 of 10 i negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation. C. Claims for Other Liability. For all other liabilities not included in provisions "a"and "b"above, Consultant shall indemnify, defend, and hold harmless the Indemnitees against any and all liability, claims, actions, causes of action or demands whatsoever, including any injury to or death of any person or damage to property, or other liability of any nature arising out of,pertaining to, or relating to the performance of this Agreement by Design Professional, its employees, officers, officials, agents or subconsultants, including liability based on breach of contract, obligations, or warranties, or any unauthorized use or disclosure of City's confidential and proprietary information. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price, to Workers' Compensation claims, or to the Insurance or Bond limits and provisions.Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018, Consultant's duty to pay for any of Indemnitees' defense related costs will be limited to its proportionate share of fault,as determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation. I City Project City of Cupertino transition from Level of Service(LOS)to Vehicle Miles Traveler/(I'll IT) Design Professional Agreement(single)/Rev. May. 2018 Page 6of10 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a"public works" component, Consultant must comply with prevailing wage laws { under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City's Labor Compliance Program and with state labor laws pertaining to working days, overtime,payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed, I color, ancestry, national origin, ethnicity,handicap, disability, marital status,pregnancy, age, sex, gender, sexual orientation, gender identity,Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws, including Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777 and 3077.5. Consistent with City policy prohibiting, Consultant understands that harassment and discrimination by Consultant or any of its subConsultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments,requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Chris Corrao, AICP , who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City's reasonable approval,Consultant's Project Manager for all purposes under this Agreement will be Daniel Rubins, P.E. , who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City's Project Manager on the Project status,progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager,which shall result in no additional costs to City or Project delays. City Project City of Cupertino transition from Level of Service(LOS)to Vehicle Miles Traveled(VMT) Design Professional Agreement(single)/Rev. A9ay. 2018 Page 7 of 10 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty(30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services.No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. 17. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement(or the successors of those authorities). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This Section survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant or condition, or a subsequent breach, whether of the same or a different character. City Project City of Cupertino transition firorn Level of Service(LOS)to Vehicle Miles Traveled(VAST) Design Professional Agreement(single)/Rev.May.2018 Page 8of10 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between this main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino To Consultant:Fehr& Peers 10300 Torre Ave. 160 West Santa Clara Street, Suite 675 Cupertino CA 95014 San Jose,CA 95113 Attention:Chris Corrao,AICP Attention:Daniel Rubins Email chrisc@cupertino.org Email: d.rubins@fehrandpeers.com City Project City of Cupertino transition from Level of Service(LOS)to Vehicle Alliles Traveled(VMT) Design Professional Agreement(single)/Rev.May. 2018 Page 9 of 10 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee, and is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF,the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CONSULTANT CITY OF CUPERTINO Fehr& Peers A Municipal Co o ion By By Name!h lie Morgan Name Roger Lee Title Pr icival Title Director of Public Works Date 12/12/19 Date l 9- I Z I /Z G Tax I.D. No.:68-0065540 APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: T Kass-Fc�j s��A�2ci H City Clerk City Project City of Cupertino transition ftom Level of Service(LOS)to Vehicle Miles Traveled(VMT) Design Professional Agreement(single)/Rev.May.2018 Page 10 of 10 Exhibit A FEHR PEERS September 11, 2019 Chris Corrao City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-32555 Subject: Proposal for Cupertino Level of Service (LOS) to Vehicle Miles Traveled (VMT) Transition Project Dear Chris: We appreciate the opportunity to present our proposal to provide Senate Bill (SB) 743 implementation guidance and recommendations. This proposal covers tasks to prepare a white paper addressing the implementation of SB 743 for the City of Cupertino, stakeholder outreach, education and discussion, and general professional guidance on implementing methods, metrics, and thresholds for vehicle miles traveled (VMT) analysis. Per our conversations with the City, we will guide City staff through the process of developing a transportation analysis approach that meets the City's needs and fulfills SB 743 requirements. The goal is to present the transportation analysis guidelines to City Council in June 2020 for its consideration and approval. Scope of Work Our proposed scope of work, schedule, and fee estimate are described below. Task o. Project Management and Coordination (City Task o) This scope of work will take 10 months to complete. Fehr& Peers will host 40-minute project management meetings twice per month (20 total) via teleconference with one Fehr& Peers staff person present. (The City and FP may decide to modify this schedule; this scope represents the maximum number of conference calls anticipated.) Meeting agendas will be prepared and delivered prior to each meeting, and meeting notes and action items will be documented and sent after each meeting. We have also included 20 hours to coordinate with the City of Cupertino's City Attorney. Budget and Schedule:We have budgeted $10,900 for this task and we expect to hold bi- monthly one-hour teleconferences. 160 W. Santa Clara Street I Suite 675 1 San Jose, CA 95113 1 (408) 278-1700 1 Fax (408) 278-1717 www.fehrandpeers.com Chris Corrao September 11, 2019 Page 2 of 10 Task 1. Kick-Off Meeting (City Task i Kick-off Meeting) City staff and up to two Fehr& Peers staff will meet to launch this effort, review project schedule, scope, and discuss and finalize the desired outcomes of this project. The City will provide a list of background documents to be reviewed for the existing policy summary in Task 2. Budget and Schedule: We have budgeted $5,200 for this task and we expect to hold a kick-off meeting within three weeks of a signed agreement. Task 2. Develop a White Paper Discussing SB 743 Compliance Requirements and Non-CEQA City Needs (City Tasks 1 Existing Policy Summary, 2 and 3) There are several decisions that the City will need to make regarding SB 743 implementation and California's new California Environmental Quality Act(CEQA) guidelines.The questions that need to be answered can be complex and technically detailed. Fehr& Peers will prepare a White Paper that is designed to provide guidance on each of these decisions,focusing on metrics to measure VMT, methods to calculate VMT, potential significant impact thresholds, and potential mitigation measures.This White Paper will be used to document local transportation policies, and key terms, concepts and methods for this SB 743 implementation process. The White Paper will also include discussion of the following topics and decisions: • Legal Framework and Summary of Existing Policies.The White Paper will begin with a background discussion of recent changes to the CEQA Guidelines and summary of relevant local land use and transportation polices planning documents, including the Cupertino General Plan—Community Vision 2075-2040(2015), specification of the Santa Clara County Valley Transportation Authority(VTA) VMT Web Tool, the City's standard conditions of approval,the VTA Transportation Impact Analysis Guidelines (2014), City of Cupertino Transportation Impact Fee (TIF) Nexus Study(2017), City of Cupertino 2076 Bicycle Transportation Plan (2016), City of Cupertino Pedestrian Transportation Plan (2018), and City of Cupertino Climate Action Plan (2015). • State of SB 743 Implementation.This portion of the White Paper will discuss instructive examples of what other lead agencies have or are doing to implement SB 743. Specifically, this section will focus on the types of VMT tools and updates that cites are doing to planning documents, programs and statutory requirements to implement SB 743. Chris Corrao September 11, 2019 Page 3 of 10 • VMT Metrics.The City has the discretion to choose the most appropriate methods to evaluate a project's VMT, including how the results of that method are expressed. Generally, VMT is expressed in one of two ways: per-capita (i.e.VMT per resident, VMT per worker, VMT per service population) or in total (all VMT associated with a project or plan). Fehr& Peers will describe the benefits and limitations of each of these metrics. • VMT Calculation Methods.To accurately assess VMT at the regional level, a travel demand model must be used. Fehr& Peers will provide the City with a qualitative review of the Santa Clara Valley Transportation Authority(VTA) and Metropolitan Transportation Commission (MTC) models for VMT calculations, including analytical strengths and weaknesses of each option. The model elements reviewed will include the level of detail available regarding land uses, the representation of the roadway network near Cupertino, and the level of model validation for trip length and VMT(to the extent that information can be found in publicly available model documentation reports).We will also make note of each model's ease of use and availability. • VMT Impact Significance Threshold.The City has discretion to choose its threshold of significance for identifying a VMT impact.The intent of the threshold is to identify whether a project has substantial environmental impacts due to traffic (such as noise, air, pollution, and safety concerns), and whether a project balances the needs of congestion management with statewide goals such as the promotion of infill development. The White Paper will present the following possible thresholds and supporting evidence for each: o Total VMT threshold using the City-level and County-level baseline VMT (two thresholds) o Partial VMT threshold for residential projects using home-based VMT using the City-level and County-level baseline VMT (two thresholds) o Partial VMT threshold for non-retail (office) employment projects using home- based work VMT using the City-level and County-level baseline VMT (two thresholds) o Boundary VMT using the City-level and County-level baseline VMT The partial VMT thresholds will be provided by the VTA—these are the VMT estimates that will be used in the VTA VMT Tool. To extract the total VMT and boundary VMT estimates, Fehr& Peers will need a copy of a travel model, which we will use as-is. This section will also discuss how the City may be able to use the forthcoming web-based Vehicle Miles Traveled (VMT) tool being developed by VTA for"screening" projects in low VMT or transit priority areas (note that this task does not involve developing formal Chris Corrao September 11, 2019 Page 4 of 10 numerical screening criteria). This VMT Web Tool will calculate project generated VMT and VMT reductions for land use projects within Santa Clara County— residential, office or industrial projects, or those land uses in combination with each other,with or without ancillary retail. However,the VMT screening may not be suitable for all land use projects; therefore, a complete VMT impact analysis may be required for SB 743 purposes (including 'project's effect on VMT under both Project and Cumulative Conditions),for inputs to air quality, GHG, and energy impact analysis, or for projects that don't meet the desired VMT screening.This section will provide an outline of a complete SB 743 VMT assessment. As the City considers which VMT thresholds to develop, there may be a need to compare the VMT estimates from the travel model to other VMT data sources. Thus, as an optional task, Fehr& Peers can prepare baseline VMT data summary. • VMT Mitigation Actions.The City will also need to determine if projects will be able to mitigate significant VMT impacts, and whether those measures can reduce an impact to a less-than-significant level. This task will include a review of how other jurisdictions have incorporated transportation demand management into their mitigation measures for VMT impacts, and a discussion of the potential risks and uncertainties related to VMT mitigation measures in a setting like Cupertino. • Non-CEQA Performance Measures.A transportation analysis evaluates all modes of travel to determine deficiencies and improvements.A sub-set of these deficiencies are used to determine significant impacts and mitigation as a part of the environmental analysis process. Using the existing City policies on transportation as a guide, we will present a set of non-environmental analysis performance measures for the network, corridor and site-specific levels, for the City to considering incorporating into their transportation analysis approach. Budget and Schedule:We have budgeted $32,000 for this task and we expect it to take eight weeks to complete a draft White Paper. We have budgeted a total of eight staff hours to update the White Paper based on comments received and resubmit as final; this is estimated to require two weeks following receipt of comments. Task 3. Outreach, Education, and Decisions (City Task 4) Task 3.1. Joint Study Session—What is SB 743? Fehr& Peers will work with City staff to prepare outreach and education materials on SB 743 for various media including website, social media, and printed materials. Rather than developing new Chris Corrao September 11, 2019 Page 5 of 10 content, Fehr & Peers will leverage the existing content and materials they have prepared on SB 743 and modify it for the City of Cupertino. Initial outreach and education materials will present an appropriate level of background information and technical details on SB 743 and include: • a list of frequently asked questions (FAQs) and answers; • summary sheet on SB 743 and the transition from LOS to VMT; and • YouTube link to Fehr & Peers' "What is VMT?" video. Additional outreach and education materials that require modification for a less-technical audience can be prepared for an additional fee. Fehr& Peers will attend a Joint Study Session with City Council and Planning Commission members to describe what SB 743 is and how it has changed the environmental analysis process. This session will include a questions and answer period where participants can ask questions about what SB 743 is.As an optional task, Fehr& Peers can use the Trend Lab+ tool to help the team understand how emerging trends can influence VMT. Budget and Schedule:We have budgeted $13,700 for this task and we expect it to take two weeks to develop initial outreach and education content and a Joint Study Session presentation. Task 3.2. Joint Study Session—To Select a Preferred Option Fehr& Peers will work with City staff to prepare three LOS-to-VMT Transition options for consideration at a Joint Study Session with the City Council, and Planning Commission. Each option will describe possible environmental impact analysis thresholds(including the use of VMT) and performance measure(s) for non-CEQA evaluation. Fehr& Peers will work with City staff to develop an agenda and presentation. An optional task is provided to conduct detailed case study project evaluations to illustrate how the chosen VMT thresholds apply to projects in Cupertino and potential VMT mitigation. Budget: We have budgeted $8,200 for this task. Task 3.3. Summary of Decisions, Options, and Recommendations Fehr& Peers will prepare a matrix summarizing the decisions, options, and recommendations discussed during thejoint study session.This matrix will include a summary around the following decisions: Chris Corrao September 11, 2019 Page 6 of 10 bpi • What form of the VMT Metric? • What methods to use in forecasting VMT? • Is use of VMT impact screening desired? • What is the VMT impact significance threshold for land use projects under baseline conditions? • What is the VMT impact significance threshold for land use projects under cumulative conditions? • What is the VMT impact significance threshold for transportation projects under baseline conditions? • What VMT reduction mitigation strategies are feasible? • What are the preferred non-environmental analysis performance measures? Budget:We have budgeted $5,000 for this task. Task 4. Prepare Local Transportation Analysis Guidelines (City Task 5) Fehr & Peers will develop transportation analysis (TA) guidelines based on decisions made in Task 3.The TA guidelines will provide a clear and consistent technical approach to transportation improvement and operations analysis within the City of Cupertino. Specifically,the TA guidelines will include defining the VMT analysis method, impact thresholds that are supported by quantitative evidence, and VMT mitigation programs for use in projects.The TA guidelines will also provide guidance on the non-environmental analysis methods needed to provide a comprehensive and accurate analyses of potential effects (adverse and beneficial) on transportation facilities and services in the City and other jurisdictions. This information is essential for decision-makers and the public when evaluating individual development and transportation infrastructure projects.These TA Guidelines serve three purposes: • Evaluate a project's consistency with the General Plan. • Evaluate a project's consistency with the Congestion Management Program. • Provide an evaluation for the California Environmental Quality Act(CEQA) significant impacts and mitigation as a part of the environmental analysis process. Recommendations will be developed in close partnership with City staff in both the Public Works and Planning Departments, as well as the City's legal counsel, and will focus on the technical basis for selecting the thresholds requested.The basis and substantial evidence for each recommendation will be provided as appropriate.This effort would likely occur in coordination Chris Corrao September 11, 2019 Page 7 of 10 bpi with VTA's development of guidance and screening tools for communities throughout Santa Clara County. We will deliver a draft document to City staff for review. We have budgeted a total of 16 staff hours to update the documentation based on comments received and resubmit as final. We have also budgeted 32 hours of staff time to review one draft of City staff prepared documents such as: • General Plan Amendment (GPA) Resolution • Municipal Code Amendment: o Addition of Chapter in Title 14 that addresses CEQA thresholds; o Non-CEQA thresholds; and o A new section related to TDM measures Budget and Schedule:We have budgeted $31,000 for this task and we expect it to take six weeks to complete a draft TA guidelines report.This budget includes one round of comment and revision, which is expected to require an additional two weeks following receipt of comments. Task 5. Attend Public Meetings (City Task 6) Fehr& Peers will provide up to two staff persons to prepare for and attend two public meetings with the City of Cupertino.This will include attending, presenting, and responding to questions at either a City Council, or Planning Commission meeting. Prior to each meeting, we will participate in one conference call (for a total of two)to identify an appropriate level of depth for each presentation and generally confirm content and duration. Budget: We have budgeted $10,900 for this task. Optional Tasks Optional Task A. Baseline VMT Data Summary As the City considers which VMT thresholds to develop, there may be a need to better understand existing VMT patterns in the City of Cupertino. Fehr& Peers will summarize the existing VMT by major trip types by the City and County from up to two data sources such as the California statewide travel demand model (CSTDM), MTC regional travel demand model, or the California Household Travel Survey(CHTS). Budget Range: $5,000 to $15,000 Chris Corrao September 11, 2019 Page 8 of 10 kip Optional Task B.Testing the Effects of Emerging Trends on VMT Multiple emerging demographic, social and technological trends have the potential to influence vehicle miles traveled in the City of Cupertino. Some trends have the potential to increase VMT while others may reduce VMT. To better understand the effects of these trends, Fehr& Peers to prepare the TrendLab+ tool for scenario testing and estimating VMT range to 2040. This tool is meant to be a quick response tool that can quickly test scenarios. More detailed travel modeling can be done, but with great effort to calibrate,validate and run the travel model scenarios.The TrendLab+ tool would be used in a project meeting with City staff to test up to 10 scenarios with three of the scenarios to be selected for consideration at the Joint Study Session in Task 3.2. Fehr& Peers will receive citywide project generated VMT, and service population estimates for existing and future conditions from City staff. The citywide project generated VMT estimates will be based on VMT specification provided by Fehr& Peers to the City. While the 2040 project generated VMT per service population estimates will be expressed as a range based on the TrendLab+ scenarios tested by City staff.The most common scenario will be used to establish project generated VMT thresholds in Cupertino. Budget Range: $12,000 to $15,000. Optional Task C. Perform Case Study Project Evaluations Fehr& Peers will work with the City of Cupertino to evaluate up to three different land use and/or transportation projects based on the thresholds, methods, and mitigation measures identified in previous tasks. Fehr& Peers will run the VTA or MTC model (based on outcome of Task 2) twice to determine to project's effect on VMT.These case studies will be used to evaluate applicability of the VMT thresholds, estimation methods, and proposed mitigation measures. Fehr& Peers will create a case study report based on the evaluations of the selected projects. Budget Range: $10,000 to $20,000 Optional Task D. Public Hearing Participation Fehr& Peers staff may be asked to attend public hearings without or with a presentation role. Fehr & Peers will attend any public meetings on a time-and-materials basis according to our standard rates. For planning purposes, attendance at a public hearing where one staff person prepares for and attends without a presentation role is approximately $2,000. While two staff person attending a public hearing with a presentation role is approximately$5,500. Chris Corrao September 11, 2019 Page 9 of 10 Budget Range: $1,900 to $2,500 per public hearing per staff person without a presentation role. Budget Range: $4,000 to $6,500 per public hearing per staff person with a presentation role. Fee Estimate Fehr& Peers will perform the scope of work (see Table 1) on a time and materials basis with a not-to-exceed limit of$116,900,which includes all professional and support staff time, as well as reimbursement for direct expenses. Table 1: Fee Estimate for City of Cupertino Level of Service (LOS) to Vehicle Miles Traveled Transition Project Task Fee Estimate Task 0. Project Management and Coordination $10,900 Task 1. Kick-Off Meeting $5,200 Task 2. Develop a White Paper Discussing SB 743 Compliance Requirements and Non-CEQA City Needs $32,000 Task 3.Outreach, Education,and Decisions $26,900 Task 4. Prepare Local Transportation Analysis Guidelines $31,000 Task 5.Attend Public Meetings $10,900 Total without Optional Tasks $116,900 Optional Task A. Baseline VMT Data Summary $5,000 to $15,000 Optional Task B.Testing the Effects of Emerging Trends on VMT $12,000 to$15,000 Optional Task C. Perform Case Study Project Evaluations $10,000 to$20,000 Optional Task D. Public Hearing Participation (per hearing per person) $1,900 to $6,500 Schedule As shown in Attachment A, Fehr& Peers has estimated this project schedule to be approximately 10 months. Should you have any questions, please call Julie Morgan at (925) 357-3370 or Daniel Rubins at (408) 550-7338. Otherwise, please provide us with a contract for our review. The terms of this proposal are valid for a period of 60 days. Chris Corrao September 11, 2019 Page 10 of 10 Sincerely, FEHR & PEERS Julie organ, AICP ✓ fDan��lRubins Prin al-In-Charge Associate P 19-3620-SJ Attachment A: Estimated Schedule 2 / \ / w 2 2 \ u / w } > / % k } e m § m 2 - q < ° m ± 0) w \ \ J ® lu _ # \ \ \ 0 1- K § E z » \ nj / \ \ § S / / k / \ q / 6 2 » k \/ / y� � ± o p ± ZI / z ( / C CU \ k / ; V, Lo 5' \ co \ / / / _ j ; m x � . � r+ � Exhibit C Fee Estimate - Proposal for Cupertino Level of Service (LOS)to Vehicle Miles Traveled (VMT) Transition (9/11/2019) Task Task Total Billing Rate--> Task 0. Project Management and Coordination $10,900 Task 1. Kick-Off Meeting $5,200 Task 2. Develop a White Paper Discussing SB 743 Compliance Requirements and Non-CEQA City Needs $32,000 as 3. Outreach, Education and Decisions $26,900 Task 4. Prepare Local Transportation Analysis Guidelines $31,000 Task 5.Attend Public Meetings(2) $10,900 Total $116,900 Notes: Other Direct Costs/Reimbursable expenses are invoiced at cost plus 10%for handling. Personal auto mileage is reimbursed at the then current IRS approved rate(58 cents per mile as of Jan 2019). Voice&Data Communications(Telephone,fax,computer,e-mail,etc.)are invoiced at cost as a percentage of project labor. Fehr&Peers,August 2019. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract,at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i)the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). a The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City's own insurance or self- insurance shall be called upon to protect City as a named insured. 2 Automobile Liability: ISO CA 00 01 covering any auto(including owned, hired, and non-owned autos)with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation:As required by the State of California,with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. J Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a y � 6i 'claims made form: �j a The Retroactive Date must be shown and must be before the Effective Date of the Contract. b Insurance must be maintained for at least five(5)years after completion of the Services. a If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date,the Consultant must purchase "extended reporting"coverage for a minimum of five(5)years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-Insurance Requirements for Design Professionals& Consultants Contracts Form Updated Sept. 2019 1 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 10 (11/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City.At City's option,either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses.The policy shall provide, or be endorsed to provide,that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract),and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk,prior experience, insurer or other special circumstances, with not less than ninety(90) days prior written notice. Exh. D-Insurance Requirements for Design Professionals& Consultants Contracts Form Updated Sept. 2019 2 FEHR&PE-01 SEITAS '4CORO CERTIFICATE OF LIABILITY INSURANCE DATE 12/20/2019Y) `--� 12/20/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#OE67768 CONTACT Gigi Yuen NAME: IOA Insurance Services PHONE 3875 Hopyard Road (A/C,No,Ext):(925)660-3514 50008 (A/c,No):(925)416-7869 Suite 200 E-MAILDR ADDRESS:Gigi.Yuen@ioausa.com Pleasanton,CA 94588 INSURERS AFFORDING COVERAGE NAIC# INSURER A:RLI Insurance Company t( t( 13056 INSURED INSURER B:Hartford CasualtyInsurance Corn an 1)0- 29424 .-"V Fehr&Peers DC INSURER C:Liberty Insurance Underwriters Inc \I 19917 1003 K Street,Suite 209 INSURER D: Washington,DC 20001 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.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LTR IN SD WVD MM DD MM DD LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 Y CLAIMS-MADE F7x OCCUR PSB0006683 12/6/2019 1216/2020ki DAMAGE To REN aoccurrDence $ 1,000,000 MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 2,0003000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 PEA LOC PRODUCTS $ POLICY�X 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,0003000 ',` _ Ea accident $ ANY AUTO PSA0002276 .J� 12/6/2019 12/6/2020V BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ I A UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 X EXCESS LIAB CLAIMS-MADE PSE0002889 12/6/2019 12/6/2020�"AGGREGATE $ 5,000,000y DED RETENTION$ B WORKERS COMPENSATION X STATUTE OERH AND ROPRIETOR/P RTNEY 57WEGZJ1989,,,/� 5/1/2019 5/1/2020 1,000,000', ANY PROPRIETOR/PARTNER/EXECUTIVE Y❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liab. AEXNYABEFJ2004 12/6/2019 12/6/2020 Per Claim 5,000,000 C Professional Liab. AEXNYABEFJ2004 12/6/2019 12/6/2020l Aggregate 5,000,000 j6 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) All Operations of the Named Insured,including the aforementioned project,if any. General Liability:Please see blanket Additional Insured endorsement attached;such coverage is Primary and Non-Contributory with Waiver of Subrogation included,as required per written contract. Auto Liability:No company owned vehicles.Please see blanket Additional Insured endorsement with Waiver of Subrogation included,as required per written contract. Workers'Compensation:Waiver of Subrogation is in favor of the aforementioned Additional Insured as per attached blanket Waiver of Subrogation endorsement,as required per written contract. SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE The City of Cupertino 10300 Torre Avenue ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID:FEHR&PE-01 SEITAS LOC#: 1 ACORO° ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY License#OE67768 NAMED INSURED IOA Insurance Services Fehr&Peers DC 1003 K Street,Suite 209 POLICY NUMBER Washington,DC 20001 SEE PAGE 1 CARRIER NAIC CODE SEE PAGE 1 SEE P 1 EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: 30 days written cancellation notice is provided to the aforementioned Certificate Holder GENERAL LIABILITY&AUTO LIABILITY INCLUDE THE FOLLOWING PERSON(S)OR ORGANIZATION(S): The City of Cupertino, its City Council,officers,officials,employees,agents,servants and volunteers,as required per written contract ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Policy Number:,PSB0006683 '; RLI Insurance Company Named Insured,:Fehr& Peers THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack° FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM - SECTION II— LIABILITY 1. C. WHO IS AN! INSURED is amended to include as additional insured under this policy must apply on a an additional insured'any person or organization that primary basis, or a primary and non-contributory you agree in a contract or agreement requiring basis, this insurance is primary to other insurance insurance to include as an additional insured on this that is available to such additional insured which policy, but only with respect to liability for "bodily covers such additional insured as a named insured, injury" "property damage" or "personal and and we will not share with that other insurance, advertising injury"caused in whole or in part by you provides}that: or those acting on your behalf: a. The "bodily injury" or "property damage" for a. In the performance of your ongoing operations; which coverage is sought occurs after you have b. In connection with premises owned by or rented entered into that contract or agreement; or to you; or b. The "personal and advertising injury" for which c. In connection with "your work" and included coverage is sought arises out of an offensecommitted after you have entered into that within the "product-completed operations contract or agreement. hazard". 2. The insurance provided to the additional insured by 4. The following is added to SECTION 1111111 K 2. this endorsement is limited as follows: Transfer of Rights of Recovery Against Others to, Us — COMMON PGLtCY CONENTIONS (BUT a. This insurance does not apply on any basis to APPLUCABLE TO ONLY TO SECTION 11 — any person or organization for which coverage LIABILITY) as an additional insured specifically is added by We waive any rights of recovery we may have another endorsement to this policy. against any person or organization because of b. This insurance does not apply to the rendering payments we make for "bodily injury", "property of or failure to render any "professional damage" or "personal and advertising injury" arising services". out of "your work" performed by you, or on your C. This endorsement does not increase any of the behalf, under a contract or agreement with that limits of insurance stated in D. Liability And person or organization. We waive these rights only Medical Expenses Limits of Insurance. where you have agreed to do so as part of a contract or agreement with such person or 3. The following is added to SECTION III H.2. Other organization entered into by you before the "bodily Insurance — COMMON POLICY CONDITIONS injury" or"property damage" occurs, or the "personal (BUT APPLICABLE ONLY TO SECTION 11 — and advertising injury" offense is committed. LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 Policy Number:\PSA0002276 RLI Insurance Company Named Insured. el a ers THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack° BUSINESS AUTO ENHANCEMENT SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT A. Broad Form Named Insured B. Employees As Insureds C. Blanket Additional Insured D. Blanket Waiver Of Subrogation E. Employee Hired Autos F. Fellow Employee Coverage G. Auto Loan Lease Gap Coverage H. Glass Repair—Waiver Of Deductible I. Personal Effects Coverage J. Hired Auto Physical Damage Coverage K. Hired Auto Physical Damage—Loss Of Use L. Hired Car—Worldwide Coverage M. Temporary Transportation Expenses N. Amended Bodily Injury Definition—Mental Anguish O. Airbag Coverage P. Amended Insured Contract Definition—Railroad Easement Q. Coverage Extensions—Audio, Visual And Data Electronic Equipment Not Designed Solely For The Production Of Sound R. Notice Of And Knowledge Of Occurrence S. Unintentional Errors Or Omissions T. Towing Coverage PPA 300 03 13 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A. Broad Form Named Insured "loss", provided that the "accident" or "loss" arises The following is added to the SECTION II — out of the operations contemplated by such contract. COVERED AUTOS LIABILITY COVERAGE, Para- The waiver applies only to the person or graph A.1.Who Is An Insured Provision: organization designated in such contract. Any business entity newly acquired or formed by you E. Employee Hired Autos during the policy period, provided you own fifty 1. The following is added to the SECTION II — percent(50%) or more of the business entity and the COVERED AUTOS LIABILITY COVERAGE, business entity is not separately insured for Bus- Paragraph A.1.Who Is An Insured Provision: iness Auto Coverage. Coverage is extended up to a An "employee" of yours is an "insured" while maximum of one hundred eighty (180) days following the acquisition or formation of the business operating an "auto" hired or rented under a entity. contract or agreement in that "employee's" name, with your permission, while performing This provision does not apply to any person or duties related to the conduct of your business. organization for which coverage is excluded by 2. Changes In General Conditions: endorsement. B. Employees As Insureds Paragraph 5.b. of the Other Insurance Con- dition in the BUSINESS AUTO CONDITIONS is The following is added to the SECTION II — deleted and replaced with the following: COVERED AUTOS LIABILITY COVERAGE, Para- b. For Hired Auto Physical Damage Coverage, graph A.1.Who Is An Insured Provision: the following are deemed to be covered Any "employee" of yours is an "insured" while using "autos" you own: a covered "auto" you don't own, hire or borrow in (1) Any covered "auto" you lease, hire, rent your business or your personal affairs. or borrow; and O. Blanket Additional Insured (2) Any covered "auto" hired or rented by The following is added to the SECTION II — your"employee" under a contract in that COVERED AUTOS LIABILITY COVERAGE, Para- individual "employee's" name, with your graph A.1.Who Is An Insured Provision: permission, while performing duties Any person or organization that you are required to related to the conduct of your business. However, any "auto" that is leased, include as an additional insured on this coverage hired, rented or borrowed with a driver is form in a contract or agreement that is executed by not a covered "auto". you before the "bodily injury" or "property damage" occurs is an "insured" for liability coverage, but only F. Fellow Employee Coverage for damages to which this insurance applies and SECTION II — COVERED AUTOS LIABILITY only to the extent that person or organization COVERAGE, Exclusion B.5. does not apply if you qualifies as an "insured" under the Who Is An have workers compensation insurance in-force Insured provision contained in SECTION II — covering all of your employees. COVERED AUTOS LIABILITY COVERAGE. The insurance provided to the additional insured will G. Auto Loan Lease Gap Coverage be on a primary and non-contributory basis to the SECTION III — PHYSICAL DAMAGE COVERAGE, additional insured's own business auto coverage if C. Limit Of Insurance, is amended by the addition you are required to do so in a contract or agreement of the following: that is executed by you before the "bodily injury" or "property damage" occurs. In the event of a total "loss" to a covered "auto" shown in the Schedule of Declarations, we will pay D. 113I1anket Waiver Of Subrogation any unpaid amount due on the lease or loan for a covered "auto", less: The following is added to the SECTION IV — BUSI- 1. The amount paid under the PHYSICAL NESS AUTO CONDITIONS, A. Loss Conditions, DAMAGE COVERAGE section of the policy; 5. Transfer Of Rights Of Recovery Against Others To Us: and We waive any right of recovery we may have against 2. Any: any person or organization to the extent required of a. Overdue lease/loan payments at the time of you by a contract executed prior to any "accident" or the "loss"; PPA 300 03 13 Mika THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:'57 WEG ZJ1989 Endorsement Number: Effective Date: 05/01/1-9 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: FEHR& PEERS 100 PRINGLE AVE STE 600 WALNUT CREEK CA 94596 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0.0 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Leslie Pancoast Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 04/02/19 Policy Expiration Date: 05/01/20 Policy Number: PSB0006683 - RLI Insurance Company Named Insured:, Fehr&Peers THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack° NOTICE OF CANCELLATION OR NONRENEWAL — DESIGNATED PERSON OR ORGANIZATION Schedule Designated Person or Organization: The City of Cupertino, its City Council, officers, officials, employees, agents,servants and volunteers US Mail Address: If we cancel or chose to nonrenew this policy for any reason other than nonpayment of premium we will provide written notice at least ( 30) days before the effective date of the cancellation or nonrenewal to the designated person or organization in the above schedule. Such notice will be sent via the US mail address or E-mail address listed above. Proof of mailing or e-mailing will be sufficient proof of notice. PPK 2108 05 11 Page 1 of 1