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22-158 Placeworks Inc. for Housing Element AssistanceHousing Element Assistance 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 Placeworks, Inc. (“Contractor”), a Corporation for Housing Element Assistance, 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 May 31, 2023 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by May 31, 2023. 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 $90,305.00 (“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 Services, Contractor must submit a requisition for final and complete payment of costs and pending Housing Element Assistance Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 claims for City approval. Failure to timely submit a complete and accurate payment requisi tion 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, p ersonal 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 confiden tial 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 Contracto r and use it only to perform this Agreement. Housing Element Assistance Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 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 separate 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 between Contractor and any third party, are public records under the California Public Records Housing Element Assistance Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 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 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. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in Housing Element Assistance Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 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. Housing Element Assistance 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 Luke Connolly 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 Jennifer Gastelum 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 this Agreement must be filed with the Superior Court for the County of Santa Clara, State of Housing Element Assistance Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 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 ever y 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 force and effect to the extent allowed by such ruling. All other terms and provisions of this Housing Element Assistance Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 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: Luke Connolly Email: LukeC@cupertino.org To Contractor: Placeworks, Inc. 1625 Shattuck Ave., Suite 300 Berkeley, CA 94709 Attention: Jennifer Gastelum Email: jgastelum@placeworks.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 Jennifer Gastelum Principal Nov 15, 2022 Pamela Wu City Manager Nov 15, 2022 Housing Element Assistance 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 Nov 15, 2022 6TH CYCLE HOUSING ELEMENT 1 SCOPE OF SERVICES TASK 1. PROJECT MANAGEMENT AND COORDINATION 1.1 Project Kick off PlaceWorks will prepare for and attend a virtual kick-off meeting to exchange information, schedule, and initiate work. At the meeting we will: Determine staff contact protocol. Review and finalize the scope of work and schedule. Review housing element legal requirements, HCD practices, and facilitation and response from HCD review. Task 1.1 Deliverables: Kick-off meeting agenda, data needs list, and meeting minutes (electronic copies). Agenda and notes for subsequent calls with staff (electronic copies). 1.2 Project Management PlaceWorks will communicate with City staff via phone and email throughout the project. In addition, PlaceWorks’ project team will: Provide an internet-based folder for all project materials accessible to the City and consultants. Reallocate any remaining funds to other tasks within the scope when tasks are completed under budget. Send all draft documents through quality control in advance of submitting to the City for review. Prepare progress memos for the City on a monthly basis Keep an update to date schedule of the project Task 1.2 Deliverables: Monthly Project Management 1.3 Ongoing Coordination PlaceWorks will communicate with City staff via phone and email throughout the project. In addition, PlaceWorks’ project team will: Lead Zoom check-in discussions, eight semimonthly virtual meeting with City staff until the draft Housing Element is submitted to HCD for review and 6 monthly meetings thereafter. Send all draft documents through quality control in advance of submitting to the City for review. Work with City staff to address project related questions Act as a liaison to ensure successful communication and coordination with HCD over the course of the project. Task 1.3 Deliverables: Eight (8) semimonthly virtual meeting with City staff until the draft Housing Element is submitted to HCD for review and six (6) monthly meetings thereafter. EXHIBIT A 6TH CYCLE HOUSING ELEMENT 2 TASK 2. HOUSING ELEMENT REVIEW Task 2.1 –Review of current Administrative Draft Housing Element PlaceWorks will complete a full review of the current Administrative Draft Housing Element to identify any deficiencies and missing data and/or analysis. PlaceWorks will rely on the HCD review checklist as well as our internal Housing Element checklist to ensure the required data is incorporated. Task 2.1 Deliverables: Prepare a memo of the needed changes to produce a public review draft for HCD review. Task 2.2 – Housing Element Reformatting PlaceWorks will reformat the current Administrative Draft Housing Element to better align with HCD’s preferred Housing Element draft format. Task 2.2 Deliverables: Reformat the current draft 6th cycle Housing Element TASK 3. REVIEW OF THE PREVIOUS HOUSING ELEMENT PROGRAMS (APPENDIX B5) PlaceWorks will review the draft Housing Element matrix that was prepared and provide comments to the City where additional data is needed. PlaceWorks proposes a virtual meeting to walk through the matrix together to address any missing information. PlaceWorks will send the review matrix to the City for input prior to the virtual meeting PlaceWorks will address the requirements of California Government Code Section 65588 which requires local governments to review the effectiveness of the housing element goals, policies, and related actions to meet the community’s special housing needs. Task 3 Deliverable: One (1) meeting to review the implementation status of the previous housing element programs Included in the Administrative Draft Housing Element. TASK 4. HOUSING NEEDS ASSESSMENT (CHAPTER 3 AND APPENDIX B2) PlaceWorks will review the current Administrative Draft Housing Element and update to comply with Government Code Section Government Code section 65583, subdivision (a)(1)(2) and section 65583.1, subdivision (d), Government Code section 65583, subdivision (a)(7). PlaceWorks will update the needs analysis pursuant to Government Code Section 65583 with data from the preapproved HCD data packet, U.S. Census data, American Community Survey, and other relevant sources. The updated needs analysis will include the following. x Population and Demographics: Population trends and projections, race and ethnicity, and population age. 6TH CYCLE HOUSING ELEMENT 3 x Household Characteristics: Number, size, and type of existing households and characteristics of lower-income households (including extremely low). x Employment and Income: Employment by industry, occupation of employed residents, and income trends. x Housing Stock Characteristics: Housing types and conditions, overcrowded households, and vacancy rates. x Housing Costs and Affordability: Home sale price trends, rental costs, affordability for households at all income levels, and overpayment. x Special Housing Needs: Special housing needs of persons with disabilities (including persons with developmental disabilities), seniors, large households, and female-headed households. x At-Risk Housing: Inventory and analysis of existing affordable units at risk of converting to market rate during the planning period. x Opportunities for Energy Conservation: Pursuant to SB 375 and AB 32, an inventory and analysis of opportunities to encourage the incorporation of energy-saving features, energy- saving materials, and energy-efficient systems and design for residential development. Task 4 Deliverable: Included in the Administrative Draft Housing Element. TASK 5. HOUSING CONSTRAINTS (CHAPTER 3 AND APPENDIX B3) PlaceWorks will review the draft Housing Constraints Section and update to comply with Government Code Section Government Code section, 65583, subdivisions (a)(5), (a)(6), (a)(4), (c)(1), and section 65583.2, subdivision (c). PlaceWorks will update the analysis of potential and actual governmental and nongovernmental constraints to meeting housing needs, including constraints to maintenance, improvement, and development of housing (pursuant to California Government Code Section 65583(a)(4,5)). Potential constraints to be reviewed include any land use controls, fees and exactions, permit processing procedures, building codes and code enforcement, land and construction costs, and the availability of financing. We will identify potential programs and strategies to reduce or remove identified constraints. This task will include all the analysis needed to comply with recent updates to state housing law. Task 5 Deliverable: Included in the Administrative Draft Housing Element. 4 6TH CYCLE HOUSING ELEMENT KEY STAFF The PlaceWorks team of highly experienced housing professionals provides clients and communities with the highest level of service. Each staff member is also cross-trained in numerous specialties— general plans, corridor plans, community design, and community health. Jennifer Gastelum | Principal, Principal-in-Charge Jennifer will serve as principal-in-charge and ensure that all products are produced on time and on budget and meet the highest standards of quality. She will facilitate public workshops and meetings. Jennifer has over 20 years of experience in housing programs and public outreach throughout California, Nevada, and Washington. As a recognized leader in the field, she has managed updates to over 70 Housing Elements since 2008. Her experience includes preparing United States Department of Housing and Urban Development (HUD) consolidated plans, action plans, analyses of impediments to fair housing choice, housing condition surveys, and housing market studies. Jennifer has significant experience overseeing grant management of state and federal programs, such as the Community Development Block Grant (CDBG) program, CalHOME, and HOME. Jennifer is committed to continuing education and training, and she has experience leading project management and business development training. Other project experience includes specific plans, general plans, environmental impact reports (EIRs), and initial studies/negative declarations. Cynthia Walsh | Senior Associate, Project Manager Cynthia has over a decade of experience working on long-range planning documents, including Housing Element updates in the 6th cycle, including the cities of Alameda, Orinda, Windsor, Santa Rosa, Yountville, Dixon, Suisun City, Eastvale, Wildomar, Rancho Cordova, Elk Grove, Rocklin, Loomis, and Lincoln, and the counties of Placer, Solano, and Imperial. She specializes in policy writing for Housing Element updates, Housing Element annual reports, zoning codes, general plans, consolidated plans, and action plans. She is experienced with state and federal grant programs. Cynthia has significant experience in the preparation of analysis of impediments to fair housing choice documents, ensuring they are consistent with the guidelines and requirements outlined in HUD’s Fair Housing Planning Guide. She has also prepared over 40 Housing Elements over the past three Housing Element cycles for cities and counties throughout California. Lucy Rollins | Associate Lucy has experience working on long-range planning documents in the public and private sectors, including EIRs and updates to zoning codes and Housing Elements; she has worked closely with clients at local, regional, and state governments to ensure the success of their projects. Lucy works on Housing Element updates, annual progress reports, and proposal preparation. Karla Martinez | Project Planner Karla supports the PlaceWorks Housing team with Housing Element updates, data analysis, preparation of outreach materials, as well as public engagement. More specifically, she works closely with Project Managers assisting with the preparation of Housing Needs Assessments, Sites Inventory Analysis, SB 244 Analysis, conducting consultations with local stakeholders, and gathering input from parcel owners. 6TH CYCLE HOUSING ELEMENT 5 Schedule of Deliverables Jennifer Gastelum Cynthia Walsh Lucy Rollins Karla Martinez TECH. EDITOR WP/ CLERICAL PIC PM Associate Prj. Planner Hourly Rate: $250 $185 $145 $125 $130 $130 Task 1 Project Management and Coordination 1.1 Project Kick off 2 2 2 2 88 November 2022 - May 2023 1.2 Project Management 35 35 10 88 0 1.3 Ongoing Coordination 55 70 40 11 65 Task 1. Subtotal 92 107 52 2 0 0 253 Task 2 Housing Element Review 2.1 Review of Current Administrative Draft 8 40 25 77 3 2.2 Housing Element Reformat 8 16 224 Task B. Subtotal 8 48 25 0 0 16 97 Task 3 ROP 3.1 Review of Previous Updates 8 6 12 6 2 33 4 Task C. Subtotal 0 8 6 12 6 2 34 November 2022- May 2023 Task 4 HNA 4.1 Housing Needs Assessment Updates 4 20 15 20 8 4 77 1 Task D. Subtotal 4 20 15 20 8 4 71 Task 5 Constraints 5.1 Constraints Updates 4 10 8 16 6 4 448 Task E. Subtotal 4 10 8 16 6 4 48 Labor Hours Total 108 193 106 50 20 26 503 PLACEWORKS PlaceWorks Hours Time Frame November 2022 - May 2023 November 2022- May 2023 November 2022- May 2023 EXHIBIT B 6TH CYCLE HOUSING ELEMENT 5 COST PROPOSAL COST PROPOSAL Jennifer Gastelum Cynthia Walsh Lucy Rollins Karla Martinez TECH. EDITOR WP/ CLERICAL PIC PM Associate Prj. Planner Hourly Rate: $250 $185 $145 $125 $130 $130 Task 1 Project Management and Coordination 1.1 Project Kick off 2 2 2 2 88 $1,410 1.2 Project Management 35 35 10 88 0 $16,675 1.3 Ongoing Coordination 55 70 40 11 65 $32,500 Task 1. Subtotal 92 107 52 2 0 0 253 $50,585 Task 2 Housing Element Review 2.1 Review of Current Administrative Draft 8 40 25 77 3 $13,025 2.2 Housing Element Reformat 8 16 224 $3,560 Task B. Subtotal 8 48 25 0 0 16 97 $16,585 Task 3 ROP 3.1 Review of Previous Updates 8 6 12 6 2 33 4 $4,890 Task C. Subtotal 0 8 6 12 6 2 34 $4,890 Task 4 HNA 4.1 Housing Needs Assessment Updates 4 20 15 20 8 4 77 1 $10,935 Task D. Subtotal 4 20 15 20 8 4 71 $10,935 Task 5 Constraints 5.1 Constraints Updates 4 10 8 16 6 4 448 $7,310 Task E. Subtotal 4 10 8 16 6 4 48 $7,310 Labor Hours Total 108 193 106 50 20 26 503 Labor Dollars Total $27,000 $35,705 $15,370 $6,250 $2,600 $3,380 $90,305 PLACEWORKS PlaceWorks Hours PlaceWorks Total EXHIBIT C Exh. D-Insurance Requirements for Design Professionals & Consultants 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. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Jan. 2022 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) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY B 5,000,000 EPK140207 5,000,000 LOS-002212059-27 1,000,000 4,000,000 X 25674 4,000,000 Irvine, CA 92614 N X Comp/Coll Deductibles BI & PD Ded. $5,000 07/01/2022 3 07/01/2023 07/01/2022 07/01/2023 BA1N96406A2243G Errors & Omissions-Claims Made B 5,000,000 5,000,000 Travelers Property Casualty Co. Of America 1,000,000 X A X Liability. Waiver of subrogation is applicable where required by written contract with respect to General and Auto Liability. 1,000 X 06/30/2022 07/01/2022 5,000,000 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. X Contractors Pollution Cupertino, CA 95014 City of Cupertino 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 X A CN115158923-01-01-22-23 Each Claim/Aggregate 5,000 07/01/2023 1,000,000 EX6J3287562243 Retro Dates: See 2nd Page 5,000,000 44520 50,000 1,000,000 07/01/2023 UB7K7286762243G 17901 Von Karman Avenue, Suite 1100 Marsh Risk & Insurance Services X (949) 399-5800; License #0437153 Attn: NewportBeach.CertRequest@marsh.com/F: 212-948-4323 3 MacArthur Place, Suite 1100 PlaceWorks, Inc Santa Ana, CA 92707 EPK140207 07/01/2022 10300 Toree Ave. X X 07/01/2022 B X 07/01/2023 Crum & Forster Specialty Insurance Co X Housing Element Assistance Final Audit Report 2022-11-16 Created:2022-11-15 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAngyj2PGPNCQkv3lQlzAAOolvx-uKi5uj "Housing Element Assistance" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-11-15 - 10:24:28 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-11-15 - 10:30:12 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-11-15 - 11:32:39 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Jennifer Gastelum (jgastelum@placeworks.com) for signature 2022-11-15 - 11:32:41 PM GMT Email viewed by Jennifer Gastelum (jgastelum@placeworks.com) 2022-11-15 - 11:34:22 PM GMT- IP address: 70.103.201.58 Document e-signed by Jennifer Gastelum (jgastelum@placeworks.com) Signature Date: 2022-11-15 - 11:40:44 PM GMT - Time Source: server- IP address: 108.184.94.93 Document emailed to christopherj@cupertino.org for signature 2022-11-15 - 11:40:46 PM GMT Email viewed by christopherj@cupertino.org 2022-11-15 - 11:45:19 PM GMT- IP address: 104.47.73.254 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-11-15 - 11:45:32 PM GMT- IP address: 64.165.34.3 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-11-15 - 11:45:34 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2022-11-15 - 11:45:36 PM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2022-11-16 - 1:34:13 AM GMT- IP address: 104.47.73.254 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2022-11-16 - 1:34:30 AM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-11-16 - 1:34:31 AM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-11-16 - 1:37:12 AM GMT- IP address: 104.47.73.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-11-16 - 1:37:20 AM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2022-11-16 - 1:37:20 AM GMT