20-033 Placeworks, Inc., CEQA Review of the Vallco Special Area Specific Plan CITY OF
PROFESSIONAL/CONSULTING SERVICES AGREEMENT
CUPERTINO
1. PARTIES
I
This Agreement is made by and between the City of Cupertino, a municipal corporation ("City"),
and Placeworks, Inc ("Contractor"), a
corporation
for CEQA review of the Vallco Special Area Specific Plan ,
and is effective on the last date signed below("Effective Date").
2. SERVICES
Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in
Scope of Services, attached here and incorporated as Exhibit A.
3. TIME OF PERFORMANCE
3.1 This Agreement begins on the Effective Date and ends on June 30, 2021
("Contract Time"),unless terminated earlier as provided herein. Contractor's Services shall begin
on Effective Date and shall be completed by June 30, 2021 . The City's
appropriate department head or the City Manager may extend the Contract Time through a written
amendment to this Agreement, provided such extension does not include additional contract
funds. Extensions requiring additional contract funds are subject to the City's purchasing policy.
3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the
Schedule of Performance, attached and incorporated here Exhibit B.
3.3 Time is of the essence for the performance of all the Services. Contractor must have
sufficient time, resources, and qualified staff to deliver the Services on time.
4. COMPENSATION
4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the
Services an amount that will based on actual costs but that will be capped so as not to exceed
$ 149,998 ("Contract Price"), based upon the scope of services in Exhibit A and
the budget and rates included in Exhibit C, Compensation attached and incorporated here. The
maximum compensation includes all expenses and reimbursements and will remain in place even
if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted
without prior written approval of City.
CEQA review of the Vallco Special Area Specific Plan
Page 1 of 9
Professional/Consulting Contracts/Version:Sept.2019
4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable
completed and the amount due for the preceding month. Within thirty(30) days of completion of
Services,Contractor must submit a requisition for final and complete payment of costs and pending
claims for City approval. Failure to timely submit a complete and accurate payment requisition
relieves City of any further payment or other obligations under the Agreement.
5. INDEPENDENT CONTRACTOR
51 Status. Contractor is an independent contractor and not an employee, partner, or joint
venture of City. Contractor is solely responsible for the means and methods of performing the
Services and for the persons hired to work under this Agreement. Contractor is not entitled to
health benefits, worker's compensation, or other benefits from the City.
52 Contractor's Qualifications.Contractor warrants on behalf of itself and its subcontractors
that they have the qualifications and skills to perform the Services in a competent and professional
manner and according to the highest standards and best practices in the industry.
53 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that
they are properly licensed, registered, and/or certified to perform the Services as required by law
and have procured a City Business License, if required by the Cupertino Municipal Code.
5.4 Subcontractors. Only Contractor's employees are authorized to work under this
Agreement. Prior written approval from City is required for any subcontractor, and the terms and
conditions of this Agreement will apply to any approved subcontractor.
55 Tools, Materials, and Equipment. Contractor will supply all tools, materials and
equipment required to perform the Services under this Agreement.
5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor
and any of its employees,agents,and subcontractors shall not have any claim under this Agreement
or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off,
overtime, health insurance, medical care, hospital care, insurance benefits, social security,
disability, unemployment, workers compensation or employee benefits of any kind. Contractor
shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or
charges applicable to Contractor's business including, but not limited to, federal and state income
taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf
of Contractor. Should any court, arbitrator, or administrative authority, including but not limited
to the California Public Employees Retirement System (PERS), the Internal Revenue Service or
the State Employment Development Division, determine that Contractor, or any of its employees,
agents, or subcontractors, is an employee for any purpose,then Contractor agrees to a reduction in
amounts payable under this Agreement, or to promptly remint to City any payments due by the
City as a result of such determination, so that the City's total expenses under this Agreement are
not greater than they would have been had the determination not been made.
CEQA review of the Vallco Special Area Specific Plan
Page 2 of 9
Professional/Consulting Contracts/[version:Sept.2019
6. PROPRIETARY/CONFIDENTIAL INFORMATION
In performing this Agreement, Contractor may have access to private or confidential information
owned or controlled by the City, which may contain proprietary or confidential details the
disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence
all City information provided by City to Contractor and use it only to perform this Agreement.
Contractor shall exercise the same standard of care to protect City information as a reasonably
prudent contractor would use to protect its own proprietary data.
7. OWNERSHIP OF MATERIALS
7.1 Property Rights.Any interest(including copyright interests)of Contractor in any product,
memoranda, study, report, map, plan, drawing, specification, data, record, document, or other
information or work, in any medium (collectively, "Work Product"), prepared by Contractor in
connection with this Agreement will be the exclusive property of the City upon completion of the
work to be performed hereunder or upon termination of this Agreement,to the extent requested by
City. In any case,no Work Product shall be shown to any third-party without prior written approval
of City.
71 Copyright. To the extent permitted by Title 17 of the U.S. Code,all Work Product arising
out of this Agreement is considered "works for hire" and all copyrights to the Work Product will
be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights.
Contractor may use copies of the Work Product for promotion only with City's written approval.
73 Patents and Licenses.Contractor must pay royalties or license fees required for authorized
use of any third party intellectual property, including but not limited to patented, trademarked,or
copyrighted intellectual property if incorporated into the Services or Work Product of this
Agreement.
7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights,City
may use or modify the Work Product of Contractor or its sub-contractors prepared or created under
this Agreement,to execute or implement any of the following:
(a) The original Services for which Contractor was hired;
(b) Completion of the original Services by others;
(c) Subsequent additions to the original Services;and/or
(d) Other City projects.
75 Deliverables and Format. Contractor must provide electronic and hard copies of the Work
Product, on recycled paper and copied on both sides, except for one single-sided original.
8. RECORDS
Contractor must maintain complete and accurate accounting records relating to its performance in
accordance with generally accepted accounting principles. The records must include detailed
information of Contractor's performance, benchmarks and deliverables,which must be available
CEQA review of the Vallco Special Area Specific Plan
Page 3 of 9
Professional/Consulting Contracts/[version:Sept.2019
to City for review and audit. The records and supporting documents must be kept separate from
other records and must be maintained for four(4) years from the date of City's final payment.
I
9. ASSIGNMENT
i
Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest
therein, directly or indirectly, by operation of law or otherwise, without prior written consent of
City. Any attempt to do so will be null and void. Any changes related to the financial control or
business nature of Contractor as a legal entity is considered an assignment of the Agreement and
subject to City approval, which shall not be unreasonably withheld. Control means fifty percent
(50%) or more of the voting power of the business entity.
10. PUBLICITY/SIGNS
Any publicity generated by Contractor for the project under this Agreement, during the term of
this Agreement and for one year thereafter, will reference the City's contributions in making the
project possible. The words "City of Cupertino" will be displayed in all pieces of publicity,
including flyers, press releases,posters, brochures, public service announcements, interviews and
newspaper articles. No signs may be posted, exhibited or displayed on or about City property,
except signage required by law or this Contract, without prior written approval from the City.
11. INDEMNIFICATION
11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active
negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold j
harmless City, its City Council, boards and commissions, officers, officials, employees, agents,
servants, volunteers, and consultants ("Indemnitees"), through legal counsel acceptable to City,
from and against any and all liability, damages, claims, actions, causes of action, demands,
charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to
litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from
this Agreement or in any manner relating to any of the following:
(a) Breach of contract, obligations, representations, or warranties;
(b) Negligent or willful acts or omissions committed during performance of the Services;
(c) Personal injury,property damage,or economic loss resulting from the work or performance
of Contractor or its subcontractors or sub-subcontractors;
(d) Unauthorized use or disclosure of City's confidential and proprietary Information;
(e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark,
or service mark or other proprietary or intellectual property rights of any third party.
11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must
accept a tender of defense upon receiving notice from City of a third-party claim.At City's request,
Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this
Agreement.
CEQA review of the Vallco Special Area Specific Plan
Page 4 of 9
Professional/Consulting Contracts/[version:Sept.2019
11.3 Contractor's duties under this section are not limited to the Contract Price, workers'
compensation payments, or the insurance or bond amounts required in the Agreement. Nothingin
the Agreement shall be construed to give rise to an implied right of indemnity in favor of
Contractor against City or any Indemnitee.
11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a
claim or counterclaim arising out of this Agreement, a purchase order, or other transaction.
11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to
those set forth here in this Section 11 from each and every subcontractor, or any other person or
entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement.
Failure of City to monitor compliance with these requirements imposes no additional obligations
on City and will in no way act as a waiver of any rights hereunder.
11.6. This Section 11 shall survive termination of the Agreement.
12. INSURANCE
Contractor shall comply with the Insurance Requirements, attached and incorporated here as
Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as
required by City. City will not execute the Agreement until City approves receipt of satisfactory
certificates of insurance and endorsements evidencing the type, amount, class of operations
covered, and the effective and expiration dates of coverage. Failure to comply with this provision
may result in City, at its sole discretion and without notice, purchasing insurance for Contractor
and deducting the costs from Contractor's compensation or terminating the Agreement.
13. COMPLIANCE WITH LAWS
13.1 General Laws. Contractor shall comply with all local, state, and federal laws and
regulations applicable to this Agreement. Contractor will promptly notify City of changes in the
law or other conditions that may affect the Project or Contractor's ability to perform. Contractor
is responsible for verifying the employment authorization of employees performing the Services,
as required by the Immigration Reform and Control Act.
13.2 Labor Laws.Contractor shall comply with all labor laws applicable to this Agreement. If
the Scope of Services includes a"public works"component,Contractor is required to comply with
prevailing wage laws under Labor Code Section 1720 and other labor laws.
13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious
creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy,
age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome
(AIDS),or any other protected classification. Contractor shall comply with all anti-discrimination
laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735,
1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination,
Contractor understands that harassment and discrimination directed toward a job applicant, an
employee, a City employee,or any other person,by Contractor or its employees or sub-contractors
will not be tolerated.
CEQA review of the Vallco Special Area Specific Plan
Page 5 of 9
Professional/Consulting Contracts/Version:Sept.2019
13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable
to this Agreement and must avoid any conflict of interest. Contractor warrants that no public
official, employee, or member of a City board or commission who might have been involved in
the making of this Agreement, has or will receive a direct or indirect financial interest in this
Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be
required to file a conflict of interest form if Contractor makes certain governmental decisions or
serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of
Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and
employees.
13.5 Remedies.Any violation of Section 13 constitutes a material breach and may result in City
suspending payments, requiring reimbursements or terminating this Agreement. City reserves all
other rights and remedies available under the law and this Agreement, including the right to seek
indemnification under Section 11 of this Agreement.
14. PROJECT COORDINATION
City Project Manager.The City assigns Benjamin Fu
as the City's representative for all purposes under this Agreement, with authority to oversee the
progress and performance of the Scope of Services. City reserves the right to substitute another
Project manager at any time, and without prior notice to Contractor.
Contractor Project Manager. Subject to City approval, Contractor assigns Steve Noack
as its single Representative for all purposes under this
Agreement, with authority to oversee the progress and performance of the Scope of Services.
Contractor's Project manager is responsible for coordinating and scheduling the Services in
accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly
update the City's Project Manager about the progress with the work or any delays, as required under
the Scope of Services. City written approval is required prior to substituting a new Representative.
15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project or parts therefor at any time. Contractor will be �
compensated for satisfactory Services performed through the date of abandonment, and will be 4
given reasonable time to assemble the work and close out the Services. With City's pre-approval
i
in writing,the time spent in closing out the Services will be compensated up to a maximum of ten
percent (10%) of the total time expended to date in the performance of the Services.
16. TERMINATION y
City may terminate this Agreement for cause or without cause at any time. Contractor will be paid
for satisfactory Services rendered through the date of termination, but final payment will not be
made until Contractor closes out the Services and delivers the Work Product. j
y
17. GOVERNING LAW,VENUE,AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California. Any lawsuits filed related to
this Agreement must be filed with the Superior Court for the County of Santa Clara, State of
CEQA review of the Vallco Special Area Specific Plan
Page 6 of 9
Professional/Consulting Contracts/[version:Sept.2019
California. Contractor must comply with the claims filing requirements under the Government
Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide
the Services pending resolution of the dispute. If the Parties elect arbitration,the arbitrator's award
must be supported by law and substantial evidence and include detailed written findings of law
and fact.
18. ATTORNEY FEES
If City initiates legal action,files a complaint or cross-complaint,or pursues arbitration, appeal,or
other proceedings to enforce its rights or a judgment in connection with this Agreement, the
prevailing party will be entitled to reasonable attorney fees and costs.
19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Agreement.
20. WAIVER
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract
provision. City's waiver of a breach shall not constitute waiver of another provision or breach.
21. ENTIRE AGREEMENT
This Agreement represents the fiill and complete understanding of every kind or nature between
the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written,
between the Parties. Any modification of this Agreement will be effective only if in writing and
signed by each Party's authorized representative. No verbal agreement or implied covenant will
be valid to amend or abridge this Agreement. If there is any inconsistency between any term,
clause, or provision of the main Agreement and any term, clause, or provision of the attachments
or exhibits thereto,the terms of the main Agreement shall prevail and be controlling.
i
I
22. INSERTED PROVISIONS
Each provision and clause required by law for this Agreement is deemed to be included and will
be inferred herein. Either party may request an amendment to cure mistaken insertions or
omissions of required provisions. The Parties will collaborate to implement this Section, as
appropriate.
i
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.
i
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
CEQA review of the Vallco Special Area Specific Plan
Page 7 of 9
Professional/Consulting Contracts/Version:Sept.2019
R
force and effect to the extent allowed by such ruling. All other terms and provisions of this
Agreement or their application to specific situations shall remain in full force and effect. The
Parties agree to work in good faith to amend this Agreement to carry out its intent.
25. SURVIVAL
All provisions which by their nature must continue after the Agreement expires or is terminated,
including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law,
and Attorney Fees, shall survive the Agreement and remain in full force and effect.
26. NOTICES
All notices, requests and approvals must be sent in writing to the persons below, which will be
considered effective on the date of personal delivery or the date confirmed by a reputable overnight
delivery service, on the fifth calendar day after deposit in the United States Mail,postage prepaid,
registered or certified, or the next business day following electronic submission:
To City of Cupertino: To Contractor:
10300 Torre Ave.,Cupertino CA 95014 Placeworks,Inc
1625 Shattuck Avenue,Suite 300,Berkeley,CA 94709
Attention:Benjamin Fu Attention: Steve Noack
Email: benjaminf@cupertino.org Email:snoack@placeworks.com
27. VALIDITY OF CONTRACT
This Agreement is valid and enforceable only if(a) it complies with the purchasing and contract
provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time,
(b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the
City Attorney's Office.
28. EXECUTION
The person executing this Agreement on behalf of Contractor represents and warrants that
Contractor has full right,power, and authority to enter into and carry out all actions contemplated
by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a
legally binding obligation of Contractor. This Agreement may be executed in counterparts, each
one of which is deemed an original and all of which, taken together, constitute a single binding
instrument.
CEQA review of the Vallco Special Area Specific Plan
Page 8 of 9
Professional/Consulting Contracts/[version:Sept.2019
IN WITNESS WHEREOF,the parties have caused the Agreement to be executed.
CITY OF CUPERTINO CONTRACTOR
A Municipal Corporation PlaceWorks
Steve Noack�`[°°'•°�Y°"�•"�'
B, By D Nc]DlDL1M°PJ°uMwn4dx•°wh[ana•Vi
599 tl'IXY
Name Beniamin Fu Name Steve Noack
Title Director of Community Deyelopo Title Principal
Date 7i� Date 3/4/2020
Tax I.D.No.:95-2975827
APPROVED AS TO FORM:
HEATHER M. MINNER
Cupertino City Attorney
ATTEST:
KIRSTEN SQUARCI
City Clerk
DATE: -7 I �. (1,-,
CEOA review of the Vallco Special Area Specific Plan
Page 9 of 9
Professional/Consulting Contracts!Version:Sept.2019
PLACEWORKS
February 10, 2020
Benjaman Fu, Director of Community Development
City of Cupertino
10300 Torre Avenue
Cupertino,CA 95014
Subject: Scope of Work for CEQA Review of the Vallco Special Area Specific Plan
Dear Ben:
Thank you for inviting PlaceWorks to submit this scope of work to participate in the planning process
and lead the environmental review phase of a Vallco Special Area Specific Plan in Cupertino (Specific
Plan Project).The following sections include our understanding of the project,and a scope of work and
cost estimate for the described tasks.
Exhibit Understanding of the Project
The City is in the process of initiating the planning,outreach,and environmental review for the Specific
Plan Project. In 2018, the City approved the Vallco Town Center Specific Plan (2018 Specific Plan) for
the site. In response to duly qualified referendum petitions, the City rescinded the 2018 Specific Plan.
A General Plan Amendment would be required to allow uses beyond commercial uses in the Specific
Plan Project.The outreach and planning process will begin in February 2020.The project schedule aims
to have environmental review completed by November 2020,if notice and hearing requirements allow.
Background environmental documents on the project site include the General Plan Amendment,
Housing Element Update, and Associated Rezoning EIR (State Clearinghouse Number [SCH]
2014032007), and the certified EIR for the Vallco Special Area Specific Plan (SCH#2018022021).
Exhibit Scope of Work
This Scope of Work is divided into two main phases in order to fit within the 7-month planning process
envisioned by the City, and to ensure timely completion of the environmental review process to meet
the timeline.
Exhibit A&Exhibit B PHASE 1. INFORM THE PLANNING PROCESS
In this Phase, PlaceWorks staff, underthe direction of Steve Noack, Principal-in-Charge,will participate
in the initial stages of the planning process by reviewing up to three development programs for the
Specific Plan Project and advising on the need for and possible form of subsequent environment review
for each program. This work will occur between February and April 2020. Phase 1 tasks are further
described below:
1625 Shattuck Avenue,Suite 300 1 Berkeley, California 94709 1 510.848.3815 1 PlaceWorks.com
PLACEWORKS
Task A. Data Gathering and Review
Through this task, Steve Noack, with support of PlaceWorks staff, will review the background
documentation prepared on the 2018 Specific Plan, to provide direction and comment on the three
ro development rams.
P programs.
Task B. Review and Inform Development Programs
p g
As directed by the City and the City's planning team, PlaceWorks will help develop buildout projections
for the three alternative development programs for comparative purposes, incorporating the same 1
methodologies used to develop the buildout projections in the certified EIR for the 2018 Specific Plan.
This information will be used by Fehr& Peers (under separate contract with the City of Cupertino) to
develop trip generation projections for the three development programs. As part of this task,
PlaceWorks will provide information on the likely CEQA review process appropriate for each
development program.
Task C.Team Meetings
�I
Steve Noack and other PlaceWorks staff will participate in team meetings during the planning and
outreach phases of the Specific Plan Project.This task includes preparing for and attending conference
calls, in-person meetings,and participation in the outreach tasks as directed.
Task D.Select Preferred Alternative
Steve Noack will assist the City and the City's planning team in selecting a preferred alternative which
i
will become the project description for purposes of environmental review. He will provide information
on the potential environmental impacts of each alternative development program in key areas including
air quality,greenhouse gas(GHG)emissions, noise, public services and facilities, recreation and utilities
and service systems. Fehr & Peers will advise the City on the key topic of Transportation, under a
separate contract with the City. Once the preferred alternative is selected, PlaceWorks will work with
the City and the City's planning team in refining the buildout projections for the preferred alternative
and will then prepare the project description to be used in the environmental review phase described
below.We will submit one(1)electronic copy of the Administrative Draft Project Description for review
and approval by the City staff prior to beginning the environmental review process.
Exhibit A&Exhibit B PHASE 2. ENVIRONMENTAL REVIEW
PlaceWorks will assist in determining the form of environmental review and complete all required
environmental review processes in enough time to allow for final adoption hearings in November 2020.
This portion of the work is anticipated to take place between April and November 2020.
February 10,2020 1 Page 2
PLACEW®RKS
Task E. Prepare Initial Study Checklist
PlaceWorks will use the CEQA Appendix G Initial Study Checklist to address the environmental
categories listed below. For each topic,we will describe the existing environmental conditions on and
near the project site, summarize the impact findings from the previous EIR and discuss the
effectiveness of the mitigation measures in addressing impacts. We will also discuss the changes to
the thresholds of significance in the adopted 2019 CEQA Guidelines.We will address the topics listed
below.Additional detail on air quality and noise follow the list of topics.
■ Aesthetics ■ Land Use and Planning
■ Air Quality/Health Risk Assessment ■ Noise
■ Biological Resources ■ Population and Housing
■ Cultural&Tribal Cultural Resources ■ Public Services
■ Energy ■ Transportation (Fehr&Peers to
■ Geology and Soils complete)
■ Greenhouse Gas Emissions ■ Utilities and Service Systems
■ Hazards and Hazardous Materials ■ Wildfire
■ Hydrology and Water Quality J
1I
Air Quality, Greenhouse Gas Emissions, and Construction Health Risk
i
PlaceWorks will evaluate the potential air quality and greenhouse gas (GHG) emissions impacts from
redevelopment of the Vallco Mall. The analysis will be prepared in accordance with the Bay Area Air
Quality Management District's(BAAQMD)CEQA Air Quality Guidelines,which are in the process of being
updated by BAAQMD. Regional emissions modeling described below will be based on the California
Emissions Estimator Model (CalEEMod). Results of the technical analyses will be compiled in the
i
environmental document and modeling will be included as an appendix.
Operational Phase Regional Emissions: The existing uses within the project area generate criteria air
pollutants and GHG emissions associated with transportation (passenger vehicles and trucks), energy,
area (landscape fuel, aerosols, transport refrigeration units), water/wastewater use, and solid waste
disposal.The Specific Plan Project could intensify development on-site and increase regional criteria air o
pollutant and GHG emissions. PlaceWorks will model existing and Project-related emissions (full
buildout only). If existing energy and water usage from the industrial buildings is available, PlaceWorks
will incorporate this information into the existing emissions inventory. The transportation sector
emissions will be based on the trips and VMT provided by Fehr& Peers. Impacts will be based on the
net increase in emissions compared to the CEQA baseline. Mitigation measures to reduce criteria air
pollutant and GHG emissions will be incorporated, as necessary, to reduce impacts from the Specific
Plan Project.
February 10,2020 1 Page 3
PLACEWORKS
Construction Phase Regional Emissions:PlaceWorks will estimate emissions from construction activities
associated with the Specific Plan Project.The construction-phase regional emissions inventory will be
based on the construction schedule for the project,construction duration,soil haul volumes,demolition
debris volumes, and anticipated equipment for each construction sub-phase, as provided by the City.
Where information is unavailable, PlaceWorks will use CalEEMod defaults, as appropriate, and work
with the City to develop the reasonable worst-case construction assumptions. Construction emissions
will be compared to BAAQMD's significance thresholds.
Off-Site Construction Health Risk: BAAQMD requires projects to evaluate the impacts of construction
activities on nearby sensitive receptors. Therefore, PlaceWorks will prepare a Construction-Related I
Health Risk Assessment (HRA) to analyze the Specific Plan Project's site-specific off-site community
health risks from diesel-particulate matter(DPM)from off-road equipment and fine particulate matter
(PM2.5) emissions. Dispersion modeling will be performed using a BAAQMD-accepted computer-based
model (e.g.,AERMOD). Cancer and toxicity data published by the California Environmental Protection
Agency(Cal-EPA)will be used to estimate long-term and short-term (acute) health risks for the nearest
off-site sensitive receptors. Measures to reduce health risks from short-term and long-term
construction activities will be incorporated in the environmental review document.
Air Quality Management Plan Consistency, CO Hotspots, and Odors. The San Francisco Bay Area Air
Basin is in non-attainment for particulate matter and for ozone.Consistency with BAAQMD's air quality
management plan to attain the federal and state ambient air quality standards will also be discussed in j
the environmental review document. The Specific Plan Project would not generate enough traffic to 1
warrant a detailed carbon monoxide hotspot analysis or generate substantial odors; therefore, a
detailed analysis compared to BAAQMD's carbon monoxide thresholds and odor impacts is not
necessary and impacts would be handled qualitatively based on BAAQMD's CEQA Guidelines screening
analysis.
Consistency with GHG Reduction Plans. The GHG section of the environmental review document will
include a discussion on the GHG reduction goals of Assembly Bill 32 (AB 32), SB 32, and SB 375. To
achieve the GHG reduction targets of SB 32, the California Air Resources Board (CARB) prepared the
2017 Scoping Plan Update. The Metropolitan Transportation Commission and the Association of Bay
Area Governments has adopted the Plan Bay Area 2040 which is the Regional Transportation
Plan/Sustainable Communities Strategy(RTP/SCS)for the Bay Area.Cupertino's Climate Action Plan was
adopted in 2015 and provides local strategies to achieve the AB 32 reduction target for year 2020 for a
trajectory to achieve the long-term reduction goals under Executive Order S-03-05. PlaceWorks will
review project consistency with these State, regional, and local plans.
February 10,2020 1 Page 4
PLACEWORKS
Noise
PlaceWorks will prepare the noise and vibration technical analyses for the Specific Plan Project. The
environmental document will discuss relevant standards and criteria for noise exposure, including
federal, state, and applicable local standards contained in the General Plan Noise Element and
Municipal Code. The results of this analysis will be summarized, and modeling will be provided in an
appendix.
E)fisting Noise Conditions: PlaceWorks will identify major sources of noise in the project area and
document existing noise levels. A noise monitoring survey was conducted by Illingworth & Rodkin in
2018 in support of the certified EIR for the 2018 Specific Plan. PlaceWorks does not propose to conduct
additional noise monitoring at this time.At the request of the City, additional noise monitoring can be
added as an optional task.
On-Road Transportation Noise: PlaceWorks will model existing and future traffic noise levels using a
version of the U.S. Federal Highway Administration (FHWA) RD-77-108 Traffic Noise Prediction Model
for up to three (3) build-out scenarios. PlaceWorks will develop noise contour distances based on the
baseline traffic data and the future traffic forecasts.These noise contour distances will be displayed in
tabular format.The assessment will identify areas along roadway segments that would be exposed to
noise increases above established significance criteria.
i
Airport Noise: The noise assessment will address airport noise. Noise from aircraft will be based on
public data available from the surrounding cities and county. No airport noise modeling is proposed.
Stationary Noise: PlaceWorks will analyze noise impacts from non-transportation sources such as
i
mechanical equipment, loading docks, and recreational activities proposed as part of the Plan at the
program level.
Construction Noise and Vibration: PlaceWorks will provide a program-level analysis for potential
construction impacts associated with buildout of the Specific Plan Project. Future noise and vibration
effects from construction activities will be discussed in terms of accepted standards from the U.S.
Federal Transit Administration (FTA). Feasible mitigation measures will be identified to minimize future
construction-related noise within the Plan Area.
As part of the review process,we will work with City staff in through early review of preliminary
outcomes for key topics including air quality, noise and transportation.
Task F.Administrative Draft EIR Addendum
If the Task E analysis meets the requirements of CEQA Guidelines Section 15164, then PlaceWorkswill
prepare an EIR Addendum that will include the results of the analyses,as well as the following elements:
February 10,2020 1 Page 5
PLACEWORKS
Introduction and Purpose
This section will describe the history of the certified EIR for the 2018 Specific Plan, changes requiring
the subsequent CEQA review and the standards that must be addressed to move forward with use of
the addendum for the Specific Plan Project. It will also describe the conclusions, supported by
substantial evidence,to justify the use of the addendum process.
Project Description
As approved for purposes of environmental review by the City in Task D(Select Preferred Alternative).
Initial Study Checklist
As described above, PlaceWorks and Fehr& Peers (under separate contract)will address each of the
thresholds in Appendix G of the 2019 CEQA Guidelines.
Conclusion
We will prepare the conclusion section,which summarizes the findings of the Initial Study, as well as a
section on the adopted Mitigation Monitoring and Reporting Plan for the project. The Administrative
Draft Addendum will be submitted to City staff for review and input.City staff will then provide one set
of consolidated comments in Word format on the Administrative Draft Addendum.
Task G. Final EIR Addendum
PlaceWorks will incorporate all comments on the Administrative Draft Addendum to create a Final
Draft. PlaceWorks will submit one (1) electronic for City staff review. Following City review and
approval of the Final Draft Addendum, PlaceWorks will then submit the Final Addendum.As part of {
this task, PlaceWorks will prepare responses to public comments received on the Addendum.
Task H.Approval and Notice of Determination
Steve Noack of PlaceWorks will attend one Planning Commission and up to two City Council hearings
on approval of the project. A PlaceWorks staff member will also be available to attend the ERC, if
required.Within five days of approval of the Specific Plan Project and environmental review document,
PlaceWorks will prepare a Notice of Determination (NOD) for submittal to the County Clerk. City staff
will submit the NOD to the County Clerk and pay all applicable filing fees at the time of posting. The
budget does not include payment of any filing fees or posting of the NOD at the County Clerk's office.
Task I.Supplement to the Certified EIR (Alternate Task)
If it is determined through the Task E, Initial Study, that the Specific Plan Project does not meet the
requirement for use of an Addendum and that a Supplemental EIR is required, PlaceWorks would
prepare a Supplement to the certified EIR for the 2018 Specific Plan in accordance with the CEQA
Guidelines Section 15163.The Supplement EIR would include only the information necessary to make
the certified EIR forthe 2018 Specific Plan adequate forthe Specific Plan Project and would be circulated
February 10,2020 1 Page 6
PLACEWORKS
as a stand-alone document without recirculating the certified EIR for the 2018 Specific Plan. In
accordance with the CEQA Guidelines Section 15166(c), the Supplemental EIR will be given the same
notice and public review as a Draft EIR, including a 30-day public scoping period, and a 45-day public
review period.
Supplemental EIR Products
PlaceWorks will prepare and submit the following documents for City review:
» Notice of Preparation
» Administrative Draft EIR Supplement
» Screencheck Draft EIR Supplement
» Public Review Draft EIR Supplement
» Notice of Completion (including electronic circulation to the State Clearinghouse)
» Notice of Availability
» Administrative Draft Final EIR Supplement(including responses to comments on the Draft EIR
Supplement)
» Screencheck Draft Final EIR Supplement
I
» Public Review Final EIR Supplement
» Mitigation Monitoring or Reporting Plan
» Administrative Draft Findings of Facts and Statement of Overriding Considerations
For all submittals, City staff will provide one set of consolidated and one set of rectified comments in
Word.
EIR Supplement Meetings
In addition to the meetings discussed above, PlaceWorks will prepare for and attend the following
additional meetings:
» Scoping Meeting
» Environmental Review Committee Meeting on the Draft Supplement to the EIR
» Public Hearings on the Draft Supplement to the EIR (ERC, Planning Commission,City Council)
Exhibit C Cost Estimate
As shown in Table 1, the estimated costs to complete the potential scopes of work described in this
proposal are:
i
» EIR Addendum:$124,271
» Supplemental Environmental Impact Report:$149,998
February 10,2020 1 Page 7
PLACEWORKS
The billing rates for each team member are included in Table 2.
PlaceWorks bills for its work on a time-and-materials basis with monthly invoices.
j
71
,1
I
a
ij
i
i
February 10,2020 j Page 8
PLACEWORKS
Table 1. Cost Estimate
TASK COST
A.Data Gathering and Review $3,835
B.Review and Inform Development Program $9,588
C.Team Meetings $9,588
D.Select Preferred Alternative $3,835
E.Prepare Initial Study Checklist $76,852
F.Administrative Draft EIR Addendum $5,120
G.Final EIR Addendum $9,945
H.Approval and Notice of Determination $5,508
Reimbursables $513
Subtotal $124,271
I.(Alternative)Supplemental EIR $25,214
Subtotal $25,241
GRAND TOTAL m $149,998
Insert notes or footnotes here.
Table 2. PlaceWorks - 2020 Standard Fee Schedule
STAFF LEVEL HOURLY BILL RATE
Principal $215-$335
Associate Principal $190-$235
Senior Associate/Senior Scientist $160-$215
Associate/Scientist $135-$170
Project Planner/Project Scientist $105-$145
Planner/Assistant Scientist $80-$110
Graphics Specialist $90-$135
I
Administrator $145-$200
Clerical/Word Processing $45-$150
Intern $75-$95
Subconsultants are billed at cost plus 10%.
1
Mileage reimbursement rate is the standard IRS-approved rate.
This scope of work and cost estimate assumes that:
» Our cost estimate includes the meetings shown in the scope of work.Additional meetings would be
billed on a time-and-materials basis.Steve Noack will attend all public meetings.
1
I
February 10,2020 1 Page 9
PLACEWORKS
» No more than 40 hours of PlaceWorks staff time will be required to respond to comments on the
Supplemental EIR, if selected. If additional labor is necessary, a contract amendment allowing
additional work will be necessary.
» All products will be submitted to the City in electronic(Word and/or PDF)format. Printed copies
will be invoiced as a pass-through cost outside of the cost estimates shown in Table 1.
» City staff will provide one consolidated, and one rectified set of comments on all submitted
documents.
We look forward to working with you to bring about the successful completion of this project. If you
have any questions regarding the contents of this proposal, please feel free to contact the undersigned.
Respectfully submitted,
PlaceWorks
I
4�77/1
Steve Noack,AICP
Principal
510.848.3815
snoack@placeworks.com
i
i
i
i
1
I
i
I
I
I
I
February 10,2020 1 Page 10
This page intentionally left blank.
February 10,2020 Page 11
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 1
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).
G 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 namedinsured.
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.
I
4 Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's
profession, with limits no less than$2,000,000 per occurrence or$2,000,000 aggregate. If written on a
claims made form:
a The Retroactive Date must be shown and must be before the Effective Date of the Contract.
b. Insurance must be maintained for at least five(5)years after completion of the Services.
c. If coverage is canceled or non-renewed,and not replaced with another claims-made policy form
with a Retroactive Date prior to the Contract Effective Date,the Consultant must purchase
"extended reporting"coverage for a minimum of five(5)years after completion of the Services.
Exh.D-Insurance Requirements for Design Professionals&Consultant Contracts Form Updated Sept. 2019
1
OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:
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 1
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&Conscdtant Contracts Form Updated Sept. 2019
2
11-1) DATE(MMIDD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE
os/zs/2o1s
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
Marsh Risk&Insurance Services NAME:
17901 Von Karman Avenue,Suite 1100 PHCN o FAX No):
(949)399-5800;License#0437153 E-MAIL
Irvine,CA 92614 ADDRESS:
Attn:NewportBeach.CertRequest@marsh.com/F:212-948-4323 INSURERS AFFORDING COVERAGE NAIC#
CN115158923-01-01-19-20 INSURER A:Crum&Forster Specialty Insurance Co 44520
INSURED PlaceWorks,Inc INSURER B:Travelers Property Casualty Company Of America 25674
Dba:The Planning Center INSURER C:
Design Community&Enviomment INSURER D:
3 MacArthur Place,Suite 1100
Santa Ana,CA 92707 INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: LOS-002212059-20 REVISION NUMBER: 3
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUERPOLICY POLICY EXP
LTR POLICY NUMBER MM DDIIYYYY MMIDD/YYYY LIMITS
A X COMMERCIALGENERALLIABILITY X X EPK127413 07/01/2019 07/01/2020 EACH OCCURRENCE $ 5,000,000
IMAGE TRENTED
CLAIMS-MADE OCCUR PREM SESOEa occu ence $ 50,000
X BI&PD Ded.$5,000 MED EXP(Any one person) $ 5,000
PERSONAL&ADV INJURY $ 5,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 5,000,000
X POLICY 0 PRO ❑JECT LOC PRODUCTS-COMP/OP AGG $ 5,000,000
OTHER: Contractors Pollution $ 5,000,000
B AUTOMOBILE LIABILITY X X BA1N96406A19CAG 07/01/2019 07/01/2020 (CEO,,accid..,d DentS INGLELIMIT $ 1,000,000
X ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY Per accident
Comp/Coll Deductibles $ 1,000
UMBRELLA LIAB N
OCCUR EX6J3287561943 07/01/2019 07/01/2020 EACH OCCURRENCE $ 4,000,000
X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4,000,000
DED I I RETENTION$ $
B WORKERS COMPENSATION UB7K7286761943G 07/01/2019 07/01/2020 X PER OTH-
AND EMPLOYERS'LIABILITY Y/N STATUTE ER
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000
OFFICERIMEMBER EXCLUDED? ❑Pi 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 $
A Errors&Omissions-Claims Made EPK127413 07/01/2019 07/01/2020 Each Claim/Aggregate 5,000,000
Retro Dates:See 2nd Page
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required)
Re:IS/MND Cupertino CA
The City of Cupertino,its city council,boards and commissioners,officers,employees,and volunteers are included as additional insured where required by written contract with respect to General and Auto Liability.
This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and where required by written contract with respect to General
Liability.Waiver of subrogation is applicable where required by written contract with respect to General and Auto Liability.
CERTIFICATE HOLDER CANCELLATION
City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
10300 Toree Ave. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Cupertino,CA 95014 ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
of Marsh Risk&Insurance Services
Rosalynda Martinez
@ 1988-2016 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD
BA1N96406A19CAG Effective 07/01/2019
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BUSINESS AUTO EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any
injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or
limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to
the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover-
age description only. Limitations and exclusions may apply to these coverages_ Read all the provisions of this en-
dorsement and the rest of your policy carefully to determine rights, duties, and what Is and is not covered.
A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE LOSS OF
B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT
C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE -- TRANSPORTATION
EXPENSES—INCREASED LIMIT
D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY
E. SUPPLEMEIITARY PAYMENTS — INCREASED K. AIRBAGS
LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
F. HIRED AUTO -- LIMITED WORLDWIDE COV- LOSS
ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION
G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS
PROVISIONS
A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that
The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured"
An Insured, of SECTION it—COVERED AUTOS Linder the Who is An Insured provision contained
p_ LIABILITY COVERAGE: in Sewlion It,
Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO?
ing the policy period over which you maintain 1. The following is added to Paragraph A.1.,
-`--- 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — CO)V-
-�iitt separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE:
�" Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while
til the 180th day after you acquire or form the or. operating an "auto" hired or rented under a
ganization or the end of the policy period, which- contract or agreement in an "employee's"
ever is earlier. name, with your permission, while performing
duties related to the conduct of your busi-
B. BLANKET ADDITIONAL INSURED ness.
The follavring is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.5.,
Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI-
o�
AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS:
Any person or organization who is required under b. For (tired Auto Physical Damage Cover-
- a written contract or agreement between you and age, the following are deemed to be cov-
drat person or organization, that is signed and Bred "autos"you oven:
`= executed by you before the "bodily injury" or (1) Any covered "auto" you lease, Hire,
"property damage" occurs and that is in effect rent or borrow; and
during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by
tional insured is an "insured" for Covered Autos your "employee" under a contract in
Liability Coverage, but only for damages to which an "employee's" name, with your
CA T3 53 02 15 ID-201 5 The Travelers Indemnity Company.All rights reserved. Page 1 of 4
includes copyrighted material of Insurance Services Office,Ino.with its permission.
ao2osa
BA7E37616719CAG Effective 07/01/2019
COMMERCIAL AUTO
permission, while performing duties (a) With respect to any claim made or "suit"
related to the conduct of your busl- brought outside the United States of
ness. America, the territories and possessions
However, any"auto"that is leased, hired, of the United States of America, Puerto
rented or borrowed with a driver is not a Pico and Canada:
covered "auto". (I) You must arrange to defend the "in-
D. EMPLOYEES AS INSURED sured"against, and investigate or set-
tle any such claim or "suit" and keep
The following is added to Paragraph A.1., Who Is us advised of all proceedings and ac-
An Insured, of SECTION II —COVERED! AUTOS tions
LIABILITY COVERAGE: I
Any"employee" of yours is an "insured"while us- (ii) Neither you nor- any other involved
"insured" will make any settlement 1
ing a covered "auto"you don't own, hire or borrow without our consent.
in your business or your personal affairs.
(iii)We may, at our discretion, participate
E. SUPPLEMENTARY PAYMENTS — INCREASED in defending the "insured" against, or
LIMITS in the settlement of, any claim or
1. The following replaces Paragraph A.2.a.(2), "suit".
of SECTION II —COVERED AUTOS LIABIL- (iv)We will reimburse the "insured" for
ITY COVERAGE: sums that the "insured" legally must
(2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily
cluding bonds for related traffic law viola- injury" or"property damage" to which
tions) required because of an "accident" this insurance applies, that the "in-
we cover. We do not have to furnish sured" pays with our consent, but
these bonds. only up to the limit described In Para-
2. The following replaces Paragraph A.2.a.(4), graph C., Limits Of Insurance, of
of SECTION 11— COVERED AUTOS LIABIL- SECTION II -- COVERED AUTOS
ITY COVERAGE: LIABILITY COVERAGE.
(4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for
"insured" at our request, including actual the reasonable expenses Incurred
loss of earnings up to $500 a day be- vrith our consent for your investiga- i
cause of time off from work. tion of such claims and your defense
of the "insured" against any such
F. HIRED AUTO — LIMITED WORLDWIDE GOV- "Suit", but only up to and included
ERAGE—INDEMNITY BASIS within the limit described in Para-
The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of
graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS
of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in
TIONS: addition to such limit. Our duty to
(5) Anywhere in the world, except any country or make such payments ends when we
jurisdiction while any trade sanction, em- have used up the applicable limit of
bargo, or similar regulation imposed by the insurance in payments for damages,
settlements or defense expenses,
United States of America applies to and pro
hibits the transaction of business with or (b) This insurance is excess over any valid
within such country or jurisdiction, for Cov- and collectible other insurance available
ered Autos Liability Coverage for any covered to the "insured" whether primary, excess,
"auto" that you lease, hire, rent or borrow contingent or on any other basis.
without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- i
and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any
or borrow from any of your "employees", country outside the United States, its ter-
partners (if you are a partnership), members ritories and possessions, Puerto Rico and
(if you are a limited liability company) or Canada.
members of their households.
Page 2 of 4 192015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15
Includes copyrighted material of Insurance Services Office,Inc,Wth its permission.
BA7E37616719CAG Effective 07/01/2.019
COMMERCIAL AUTO
You agree to maintain all required or (2) In or on your covered"auto".
compulsory insurance in any such coun- This coverage applies only in the event of a total
try up to the minimum limits required by theft of your covered "auto".
local law. Your failure to comply with No deductibles apply to this Personal Property
compulsory insurance requirements will
not fnvalidate the coverage afforded by coverage.
this policy, but we will only be liable to the K. AIRBAGS
same extent we would have been liable The following is added to Paragraph 13.3., Exclu-
had you complied with the compulsory in- sions, of SECTION 111 — PHYSICAL DAMAGE
surance requirements. COVERAGE:
(d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or
led or authorized insurer outside the more airbags in a covered "auto" you own that in-
United States of America, its territories flate due to a cause other than a cause of "loss"
and possessions, Puerto Rico and Can- seq. forth in paragraphs A.1.b, and A.1.c., but
ada, We assume no responsibility for the only:
furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Cornpre-
for compliance in any way vrith the laws hens[ve Coverage under this policy;
of other countries relating to insurance. h, The airbags are not covered under any war-
G. WAIVER OF DEDUCTIBLE—GLASS ranty; and
The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated,
ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any
COVERAGE: one "loss".
Na deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
glass damage if the glass is repaired rather than LOSS
replaced. The fcllcwing is added to Paragraph A.2.a., of
H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF SECTION IV— BUSINESS AUTO CONDITIONS;
USE—INCREASED LIMIT Your duty to give us or our authorized re p:ese nta-
The following replaces the last sentence of Para- tine prompt notice of the "accident" or "loss" ap-
graph AA.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known
^"= TION III— PHYSICAL DAMAGE COVERAGE: to:
�= However, the most we will pay for any expenses (a) You (if you are an individual);
for lass of use is $65 per day, to a maximum of (b) A partner(if you are a partnership);
$750 for any one "accident". (c) A member {If you are a limited IlabiGty eom-
�"��'"" I. PHYSICAL DAMAGE — TRANSPORTATION pany);
EXPENSES— INCREASED LIMIT (d) An executive officer, director or insurance
The following replaces the first sentence in Para- manager(if you are a corporation or other cr-
�'^^ graph AA.a., Transportation Expenses, of ganizationi), or
SECTION III -- PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no-
AGE: tice of the "accident" or"loss".
x We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION
$1,500 for temporary transportation expense in- The fallowing replaces Paragraph A.5,, Transfer
curred by you because of the total theft of a cov- Of Rights Of Recovery Against others To Us,
eyed "auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI-
J. PERSONAL PROPERTY TIONS:
The following Is added to Paragraph A.4., Cover- 5, Transfer Of Rights Of Recovery Against
—_ age Extensions, of SECTION III — PHYSICAL Others To Us
DAMAGE COVERAGE: We waive any right of recovery we may have
personal property against any person or organization to the ex-
tent required of you by a written contract
We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident"
parel and other personal property which is: or"loss", provided that the "accident" or"loss"
(1) Owned by an "insured"; and arises out of operations contemplated by
CA T3 53 02 15 20 2015 T he Travelers Indemnity Company.Ail rights reserved. Page 3 of 4
Includes copyrighted material of Insurance ser:ice_-office,Inc..with its permission.
Ca2087
BA7E37616719CAG Effective 07/01/2019
COMMERCIAL_AUTO
such contract. The waiver applies only to the The unintentional omission of, or unintentional
person or organization designated in such error In, any Information given by you shall not
contract. prejudice your rights under this insurance. How-
N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does flat affect our right to col-
The fallowing is added to Paragraph 8.2., Con- lect additional premium or exercise our right of
cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal.
SECTION 1V--BUSINESS AUTO CONDITIONS.
i
II
I
I
1
Page 4 of 4 G 2015 The Travelers Indemnity Company.All rights reserved, CA T3 53 02 15
Includes copyrighted material of insurance Services office,Inc.with its permission.
EPK127413 Effective 07/01/2019
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -
COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:
COMMERCIAL.GENERAL. LIABILITY COVERAGE PART
SCHEDULE
!Name of Additional Persons)or Organizations)_ Location And Description Of Completed Operations
!here Required By Written Contract. Where Required By Written Contract_
Information required to complete this Schedule, if not shown above,will be shown in the Declarations.
A. Section III — Who Is An Insured within the
Common Provisions is amended to include as
an insured the person(s) or organization(s)
shown in the Schedule, but only with respect to
liability for "bodily injury" or "property damage"
caused, in whole or in part, by "your work" at
the location designated and described in the
schedule of this endorsement performed for
that additional insured and included in the
"products-completed operations hazard".
EN0320-0211 Page 1 of 1
EPK127413 Terin:7-1-19 to 7-1-20
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY,
PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED
WITH WAIVER OF SUBROGATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL. LIABILITY COVERAGE PART
CONTRACTORS POLLUTION LIABILITY COVERAGE PART
ERRORS AND OMISSIONS LIABILITY COVERAGE PART
SCHEDULE
Name Df Additional Insured Person(s)or Organization(s)
Where Required By Written Contract.
A. SECTION III — WHO IS AN INSURED within the Common Provisions is amended to include as an
additional insured the person(s) or organization(s) indicated in the Schedule shown above, but only with
respect to liability arising out of "your work" for that person or organization performed by you, or by those
acting on your behalf,
B, As respects additional insureds az defined above, this insurance also applies to "bodily injury" or "property
damage" arising out of your negligence when the following written contract requirements are applicable:
1. Coverage available under this coverage part shall apply as primary insurance. Any other insurance
available to these additional insureds shall apply as excess and not contribute as primary to the
insurance afforded by this endorsement.
2. We waive any right of recovery we may have against the person(s) or organization(s) indicated in the
Schedule shown above because of payments we make for injury or damage arising out of"your work"
performed under a written contract with that person(s) or organization(s).
3_ The term "additional insured" is used separately and not collectively, but the inclusion of more than one
"additional insured" shall not increase the limits or coverage provided by this insurance.
This Endorsement does not reinstate or increase the Limits of Insurance applicable to any "claim"to which the
coverage afforded by this Endorsement applies.
ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED.
EN0147-1111 Page 1 of 1
I
AdW
+F�
A���L �� WORKERS COMPENSATION
AND
OVE TOWER SQUARE EMPLOYERS LIABILITY POLICY
HARTPORD CT 06183
ENDORSEMENT WC 99 03 79( A)- 001 i
POLICY NUMBER: UB-7K723676-19-4.3-G
l
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
ENDORSEMENT - CALIFORNIA
(BLANKET WAIVER)
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule.
The additional premium for this endorsement shall be 2.00 of the California workers' compensation pre-
mium,
Schedule
Person or Organizatlan Job Description
ANSI PMRSON OR ORGANIZATION FOR
WHICR THE IMURED HAS AGREED
BY WRXTTBU CONTRACT EXECUTED
PRIOR TO LOSS To VURNISH THIS
WAxI-MR..
o�
N
o
i
sue_
v>� I
c
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise j
=. stated.
., (The Information below is required only when this endorsement is Issued subsequent to preparation of
the policy.)
Endorsement Effective 07i01/2019 Policy No. UB7K728676-19-43-G Endorsement No. 1
Insured - - "-///Premium
Insurance Company Travelers Property Casualty Countersigned by
DATE OF ISSUE: 06-11-18 STASSIGN: Page 1 of 1
001746