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22-125 David J Powers & Associates a Corporation for preparation of an addendum to the MND for Main Street Cupertino
Main Street Page 1 of 9 Professional/Consulting Contracts /Version: October 2021 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and David J Powers & Associates (“Contractor”), a Corporation for preparation of an addendum to the MND for Main Street Cupertino, 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. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on June 30, 2024 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by June 30, 2024. 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 $39,365.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Main Street Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 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 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, 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. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of 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 remit 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. 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 Main Street Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 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. 7.2 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. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separa te from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence Main Street Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold 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 acti on, 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. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ Main Street Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 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. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. Main Street Page 6 of 9 Professional/Consulting Contracts /Version: October 2021 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 Gian Martire 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 Kristy L Weis 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 given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to Main Street Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between 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. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in Main Street Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 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 Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Gian Martire Email: GianM@cupertino.org To Contractor: David J Powers & Associates 1871 The Alameda, Suite 200 San Jose CA 95126 Attention: Kristy L. Weis Email: kweis@davidjpowers.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date Kristy L. Weis Kristy L. Weis Vice President/Principal Project Manager Aug 26, 2022 Benjamin Fu Director of Community Development Aug 26, 2022 Main Street Page 9 of 9 Professional/Consulting Contracts /Version: October 2021 APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Christopher D. Jensen Aug 26, 2022 Environmental Consultants and Planners 1871 The Alameda x Suite 200 x San José, CA 95126 x Tel: 408-248-9641 x www.davidjpowers.com May 23, 2022 Jeff Tsumura Associate Planner City of Cupertino Community Development Department 10300 Torre Avenue Cupertino, CA 95014 Sent via email to: JeffreyMT@cupertino.org RE: Main Street Cupertino Modification – Addendum Scope of Work Dear Mr. Tsumura: Thank you for reaching out to David J. Powers & Associates, Inc. about this project. Attached is our scope of work to prepare an Addendum to the certified 2009 Final Environmental Impact Report for the Main Street Cupertino project for the proposed use modification. Please contact me if you have any questions. We appreciate this opportunity and look forward to working with you on this project. Sincerely, Kristy L. Weis Vice President/Principal Project Manager Direct: (408) 454-3428 Email: kweis@davidjpowers.com Attachment: Scope of Work Kristy L. Weis Digitally signed by Kristy L. Weis DN: cn=Kristy L. Weis, o=David J. Powers & Associates, Inc., ou, email=kweis@davidjpowers.com, c=US Date: 2022.05.20 19:37:24 -07'00' Environmental Consultants and Planners 1871 The Alameda x Suite 200 x San José, CA 95126 x Tel: 408-248-9641 x www.davidjpowers.com Main Street Cupertino Modifications Addendum Scope of Work May 23, 2022 Primary Contact The primary David J. Powers & Associates, Inc. (DJP&A) contact information is provided below. Name: Nick Towstopiat, Assistant Project Manager Direct: (408) 454-3407 Email:ntowstopiat@davidjpowers.com Project Understanding Main Street Cupertino is an existing residential mixed-use development located at the northwest quadrant of Stevens Creek Boulevard and Tantau Avenue in the City of Cupertino. The environmental review for the Main Street Cupertino project was provided in the certified 2009 Final Environmental Impact Report for the Main Street Cupertino Project (SCH# 2008082058) (2009 EIR), updated May 4, 2012 Addendum, and August 2012 Second Addendum. The Main Street Cupertino development includes an approximately 21,000 square foot commercial building located at the southwest corner of the mixed-use development. This commercial building was previously occupied by Target and is currently unoccupied. 2 Environmental Consultants and Planners 1871 The Alameda x Suite 200 x San José, CA 95126 x Tel: 408-248-9641 x www.davidjpowers.com The applicant is proposing to re-tenant the 21,000 square foot commercial building with entertainment uses, including a restaurant use. The project would change the proportion of retail and restaurant uses as summarized in the table below. Summary of Commercial Uses at Main Street Cupertino Type of Commercial Use Existing Proposed (Approximate Square Footage) Restaurant 52,207 61,687 Retail 78,293 68,813 Total 130,500 130,500 There is an existing, approximately 1,000 square foot patio area proposed for outdoor dining. No modifications to the existing building are proposed, only interior modifications. Minor improvements are proposed for the outdoor patio area. The project would require use permits and/or modifications to the existing use permit. No General Plan amendment or rezoning is required. Scope of Services Addendum DJP&A will prepare a Third Addendum to the certified 2009 EIR for the project, pursuant to CEQA Guidelines Section 15164. The Third Addendum will disclose the environmental impacts of the proposed modifications to the project, focusing on noise with limited discussions on how the change in use results in the same or similar impacts to aesthetics (with the addition of the outdoor patio), air quality, energy, greenhouse gas emissions, public services, and transportation. This scope assumes that all other environmental factors (agricultural and forestry, biological resources, cultural resources, geology and soils, hazards and hazardous materials, hydrology and water quality, land use and planning, mineral resources, population and housing, recreation, and utilities) will be unaffected by the project. Exhibit A 3 Environmental Consultants and Planners 1871 The Alameda x Suite 200 x San José, CA 95126 x Tel: 408-248-9641 x www.davidjpowers.com This scope assumes the analysis will find that the modifications would not result in a new or substantially more severe impacts than previously disclosed in the 2009 EIR.1 This scope of work includes a technical noise assessment to be completed by Illingworth & Rodkin, Inc. The technical noise assessment will include: x Quantification of existing ambient noise levels x Calculation of project operational noise levels x Assessment of noise impacts x Identification of mitigation measures (if required) No other technical reports are included in this scope of work. It is anticipated that the Addendum will be approximately 10-20 pages in length. This scope assumes that City staff will prepare and file the necessary notices, including the Notice of Determination (if the project is approved). Meetings and Hearings This scope includes DJP&A’s virtual attendance at a kick-off meeting, one project team meeting, and two public hearings. This scope does not include Illingworth & Rodkin, Inc. attendance at meetings or hearings. DJP&A and Illingworth & Rodkin, Inc. can attend additional meetings and hearings on a time and materials basis, upon authorization by the City. Project Management and Contract Administration DJP&A will provide general Addendum project management, contract administration, and coordination with the City and project team throughout the Initial Study process. The DJP&A Project Manager will coordinate with the City on a regular basis using email and telephone communications. 1 In the event a new or substantially more severe impact is identified pursuant to CEQA Guidelines Section 15162, a Subsequent EIR or Negative Declaration may be required and we can prepare a scope amendment to complete that work. 4 Environmental Consultants and Planners 1871 The Alameda x Suite 200 x San José, CA 95126 x Tel: 408-248-9641 x www.davidjpowers.com Estimated Schedule DJP&A proposes the following optimum schedule for preparation of the Addendum. DJP&A can commit to maintain the schedule in the areas that are within our control. Completion of the Addendum, as outlined in the schedule below, is based upon receipt of project information listed on the following page in accordance with the schedule. Delays in receiving requested information or responses by others will result in at least day-for-day delays in the overall schedule. Task Duration of Task Time Elapsed 1. City executes DJP&A’s contract and provides requested project information ---1 day 2. DJP&A drafts project description and provides it to the City/applicant for review 2 weeks 2 weeks 3. City/applicant provides a consolidated set of comments on the draft project description to DJP&A 1 week 3 weeks 4. DJP&A finalizes the project description 0.5 week 3.5 weeks 5. DJP&A subconsultant completes noise assessment 6 weeks 9.5 weeks 6. DJP&A completes administrative draft Addendum and submits to the City for review 2 weeks 11.5 weeks 7. City completes review of administrative draft Addendum and provides DJP&A with a consolidated set of comments 3 weeks 14.5 weeks 8. DJP&A revises document based on City comments and submits Screencheck Addendum to the City for final review 2 weeks 16.5 weeks 9. City completes final review of document and provides DJP&A with final comments/edits 1 week 17.5 weeks 10. DJP&A finalizes Addendum 1 week 18.5 weeks Total +/- 18.5 weeks Exhibit B 5 Environmental Consultants and Planners 1871 The Alameda x Suite 200 x San José, CA 95126 x Tel: 408-248-9641 x www.davidjpowers.com Project Information Required Our scope (including schedule) are based on the assumption that we will receive the below project information concurrent with the authorization to proceed. This scope also assumes the City/applicant will provide DJP&A any and all revisions to the plan set/project description in a timely manner. If DJP&A completes work based upon an obsolete or inaccurate plan set/project description, the environmental review schedule and potentially DJP&A’s budget may increase, due to additional time required to revise the document and the need for possible updates to technical reports. Plans (in PDF) ප Project plans – if different than the plan dated March 9, 2022 Project Details ප Written description of the project, including programming of outdoor patio use (dining, live music, max capacity, hours of operation, etc.), primary location of parking for the proposed use, and discretionary approvals ප Details on any new mechanical equipment ප Any proposed green measures ප Table comparing approved, existing, and proposed uses Technical Reports/Data ප Traffic report, specifically project trip generation estimates compared to approved use and estimates of evening (7-10PM) and nighttime (after 10pm) trips if available ප Trip generation comparison between approved, existing, and proposed uses 6 Environmental Consultants and Planners 1871 The Alameda x Suite 200 x San José, CA 95126 x Tel: 408-248-9641 x www.davidjpowers.com Cost Estimate Based on our understanding of the project and technical reports required, the cost for preparation of the Addendum is estimated not to exceed $39,365, which includes an approximate 10 percent contingency of $3,580. The intent of the contingency is to cover unanticipated tasks that may arise during the environmental review process and avoid potential delays related to contract amendments. The contingency will not be used unless authorized by the City in writing. A breakdown of the cost estimate is provided below. Costs will be charged on a time and materials basis, commensurate with work completed, in accordance with the attached charge rate schedule. This scope and budget assumes the project will proceed in accordance with the schedule on the previous page. The budget is based on the anticipated amount of work that would occur during the estimated duration of the project. If the schedule extends beyond the anticipated timeframe due to factors outside of DJP&A’s control, and/or if the project includes multiple stops and starts, the proposed budget would need to be increased to account for the additional time spent. A.David J. Powers & Associates, Inc. x Preparation of Addendum, including reimbursables*$24,860 B. Subconsultants*$0 x Illingworth & Rodkin, Inc.$10,925 Subtotal (A+B) $35,785 C. ~10 Percent Contingency $3,580 Total (A+B+C) $39,365 * Subconsultant and select reimbursable expenses include our standard 15 percent administrative fee. Please note that the cost estimate shown is a not-to-exceed total amount for all tasks combined. DJP&A will complete the Addendum for the not-to-exceed total. Within this not-to- exceed total, actual amounts spent on individual tasks/items may be more or less than the estimates. If DJP&A does not need all the time that has been budgeted, we will only bill for the time actually spent completing the work. Our invoices will be submitted on a monthly basis and are payable upon receipt. DJP&A provides regular, clear and accurate invoices as the work on this project proceeds, in accordance with normal company billing procedures. The cost estimate prepared for this project does not include special accounting or bookkeeping procedures, nor does it include preparation of extraordinary or unique statements or invoices. If a special invoice or accounting process is requested, the service can be provided on a time and materials basis. Any fees charged to DJP&A Exhibit C 7 Environmental Consultants and Planners 1871 The Alameda x Suite 200 x San José, CA 95126 x Tel: 408-248-9641 x www.davidjpowers.com for Client’s third-party services related to invoicing, insurance certificate maintenance, or other administrative functions will be billed as a reimbursable expense. This scope is valid for 90 days and assumes that no issues arise that would require any additional technical analysis or documentation. In the event additional technical analysis is required, we can complete that work on a time and materials basis, upon your authorization. Project description changes after our notice to proceed is received may have schedule and budget implications. 8 Environmental Consultants and Planners 1871 The Alameda x Suite 200 x San José, CA 95126 x Tel: 408-248-9641 x www.davidjpowers.com Charge Rate Schedule 2 Title Hourly Rate Senior Principal $320 Principal Project Manager $295 Senior Environmental Specialist $250 Senior Project Manager $230 Environmental Specialist $215 Project Manager $205 Associate Project Manager $180 Assistant Project Manager $150 Researcher $130 Graphic Artist $120 Notes: Materials, outside services and subconsultants include a 15% administration fee. Mileage will be charged per the current IRS standard mileage rate at the time costs occur. Subject to revision January 1, 2023. 2 David J. Powers & Associates, Inc. provides regular, clear and accurate invoices as the work on this project proceeds, in accordance with normal company billing procedures. The cost estimate prepared for this project does not include special accounting or bookkeeping procedures, nor does it include preparation of extraordinary or unique statements or invoices. If a special invoice or accounting process is requested, the service can be provided on a time and materials basis. Any fees charged to DJP&A for Client’s third-party services related to invoicing, insurance certificate maintenance, or other administrative functions will be billed as a reimbursable expense. Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 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 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary 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. 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 claim, $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. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 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 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. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 3/24/2022 (HD)Heffernan Insurance Brokers 1350 Carlback Avenue Walnut Creek CA 94596 Elizabeth Lee 925-934-8500 925-934-8278 elizabethl@heffins.com Travelers Property Casualty Company of America 25674 DAVIJPO-01 Continental Casualty Company 20443DavidJ.Powers &Associates,Inc. 1871 The Alameda,Suite 200 San Jose CA 95126 The Travelers Indemnity Company of America 25666 Hanover Insurance Company 22292 1052793039 A X 2,000,000 X 1,000,000 5,000 2,000,000 4,000,000 X Y Y 6809N8316252147 12/3/2021 12/3/2022 4,000,000 C 1,000,000 X Y Y BA2R1247412147 12/3/2021 12/3/2022 A X X 2,000,000CUP9N831926214712/3/2021 12/3/2022 2,000,000 D XYWZ39816300091/13/2022 1/13/2023 1,000,000 1,000,000 1,000,000 B Professional Liability EEH288347490 3/26/2022 3/26/2023 PER CLAIM AGGREGATE $2,000,000 $2,000,000 All California Operations as per contract on file with Insured.City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are included as an additional insured on the General Liability and Automobile Liability policies per the attached endorsements,if required. Waiver of Subrogation is included on General Liability,Automobile Liability and Workers Compensation per the attached endorsement,if required. City of Cupertino Public Works Department 10300 Torre Ave Cupertino CA 95014 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED – PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE © 2016 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1CA T4 74 02 16 This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1.The following is added to Paragraph A.1.c., Who Is An Insured, of SECTION ll – COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2.The following is added to Paragraph B.5., Other Insurance of SECTION IV – BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. POLICY NUMBER: BA2R1247412147 COMMERCIAL AUTO This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM CA T4 20 02 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT Page 1 of 3© 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. 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.BLANKET ADDITIONAL INSURED B.EMPLOYEE HIRED AUTO C.EMPLOYEES AS INSURED D.SUPPLEMENTARY PAYMENTS – INCREASED LIMITS E.TRAILERS – INCREASED LOAD CAPACITY F.HIRED AUTO PHYSICAL DAMAGE G.PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT A.BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. B.EMPLOYEE HIRED AUTO 1.The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in an "em- ployee's" name, with your permission, while performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV – BUSI- NESS AUTO CONDITIONS: b.For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C.EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: H.AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT – INCREASED LIMIT I.WAIVER OF DEDUCTIBLE – GLASS J.PERSONAL PROPERTY K.AIRBAGS L.AUTO LOAN LEASE GAP M.BLANKET WAIVER OF SUBROGATION POLICY NUMBER: BA2R1247412147 COMMERCIAL AUTO CA T4 20 02 15Page 2 of 3 © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D.SUPPLEMENTARY PAYMENTS – INCREASED LIMITS 1.The following replaces Paragraph A.2.a.(2) of SECTION II – COVERED AUTOS LIABILITY COVERAGE: (2)Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2.The following replaces Paragraph A.2.a.(4) of SECTION II – COVERED AUTOS LIABILITY COVERAGE: (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. E.TRAILERS – INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC- TION I – COVERED AUTOS: 1."Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F.HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Cover- age is extended to "autos" that you hire, rent or borrow subject to the following: (1)The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a)$50,000; (b)The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c)The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2)An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". (3)If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4)A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5)This Coverage Extension does not apply to: (a)Any "auto" that is hired, rented or bor- rowed with a driver; or (b)Any "auto" that is hired, rented or bor- rowed from your "employee". G.PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III – PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H.AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT – INCREASED LIMIT Paragraph C.1.b. of SECTION III – PHYSICAL DAMAGE COVERAGE is deleted. I.WAIVER OF DEDUCTIBLE – GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III – PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J.PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Personal Property Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1)Owned by an "insured"; and (2)In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Property cover- age. COMMERCIAL AUTO CA T4 20 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 3 of 3 K.AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a.If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b.The airbags are not covered under any war- ranty; and c.The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L.AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1)The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and (2)Any: (a)Overdue lease or loan payments at the time of the "loss"; (b)Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c)Security deposits not returned by the les- sor; (d)Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e)Carry-over balances from previous loans or leases. M.BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV – BUSINESS AUTO CONDI- TIONS: 5.Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss", pro- vided that the "accident" or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. POLICY NUMBER: 6809N8316252147 preparation of an addendum to the MND for Main Street Final Audit Report 2022-08-26 Created:2022-08-26 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAARVchaxR46zu0YP9nMOox98FVBn61sdth "preparation of an addendum to the MND for Main Street" Histor y Document created by City of Cupertino (webmaster@cupertino.org) 2022-08-26 - 3:25:45 AM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-08-26 - 3:28:00 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-08-26 - 2:38:18 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to kweis@davidjpowers.com for signature 2022-08-26 - 2:38:20 PM GMT Email viewed by kweis@davidjpowers.com 2022-08-26 - 3:39:56 PM GMT- IP address: 50.76.59.25 Signer kweis@davidjpowers.com entered name at signing as Kristy L. Weis 2022-08-26 - 4:23:53 PM GMT- IP address: 50.76.59.25 Document e-signed by Kristy L. Weis (kweis@davidjpowers.com) Signature Date: 2022-08-26 - 4:23:55 PM GMT - Time Source: server- IP address: 50.76.59.25 Document emailed to christopherj@cupertino.org for signature 2022-08-26 - 4:23:57 PM GMT Email viewed by christopherj@cupertino.org 2022-08-26 - 4:28:30 PM GMT- IP address: 104.28.123.105 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-08-26 - 4:56:03 PM GMT- IP address: 136.24.42.212 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-08-26 - 4:56:04 PM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Benjamin Fu (benjaminf@cupertino.org) for signature 2022-08-26 - 4:56:07 PM GMT Email viewed by Benjamin Fu (benjaminf@cupertino.org) 2022-08-26 - 6:57:40 PM GMT- IP address: 104.47.74.126 Document e-signed by Benjamin Fu (benjaminf@cupertino.org) Signature Date: 2022-08-26 - 6:59:03 PM GMT - Time Source: server- IP address: 73.189.98.179 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-08-26 - 6:59:06 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-08-26 - 7:17:45 PM GMT- IP address: 104.47.73.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-08-26 - 7:17:52 PM GMT - Time Source: server- IP address: 69.110.137.176 Agreement completed. 2022-08-26 - 7:17:52 PM GMT