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17-091 Economic & Planning Systems, Inc., Fiscal Impact Review of Proposed General Plan Amendment ServicesAGREEMENT BET\VEEN THE CITY OF CUPERTINO AND ECONOMIC & PLANNING SYSTEMS, INC. FOR FISCAL IMPACT REVIEW OF PROPOSED GENERAL PLAN AMENDMENT SERVICES THIS AGREEMENT, is entered into this first day of June , 2017 , by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and Economic & Planning Systems , Inc., a Corporation whose address is One Kaiser Plaza, Suite 1410, Oakland, CA 94612 (hereinafter referred to as "Consultant") ( collectively referred to as the "Paities"). RECITALS : A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupe1tino Municipal Code. B . Consultant is specially trained , experienced and competent to perfo1m the special services which will be required by this Agreement. C. Consultant possesses the skill , experience, ability, background, ce1tification and knowledge to provide the services described in this Agreement on the tenns and conditions described herein. D . City and Consultant desire to enter into an agreement for fiscal impact reviews of proposed General Plan Amendments upon the te1ms and conditions herein. NOW, THEREFORE, the Patties mutually agree as follows: 1. TERM The tern1 of this Agreement shall commence on June 1, 201 7 and shall tenninate on June 30, 2018 , unless te1minated earlier as set f01th herein . 2. SERVICES TO BE PERFORMED Consultant shall perfo1m each and every service set f01th in Exhibit "A" pursuant to the schedule of performance set fo1th in Exhibit "A ," attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services perfonned pursuant to this Agreement in a total amount not to exceed Forty-Eight Thousand and Five Hundred dollars ($48 ,500 .00) based on the rates and tenns set fo1th in Exhibit "A," which is attached hereto and incorporated herein by this reference. In order to request payment, Consultant shall submit monthly electronic invoices to CDDinvoices@ cupe1tino.org describing the services perf01med and the applicable charges (including a summary of work perfo1med during that period, personnel who perfo1med the services , hours worked, task(s) for which work was perfonned). 4. STANDARD OF CARE Consultant agrees to perfo1m all services required by this Agreement in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be perforn1ed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 5 . INDEPENDENT PARTIES City and Consultant intend that the relationship between them created by this Agreement is that of independent contractor. The manner and means of conducting the work are under the control of Consultant , except to the extent they are limited by statute, rnle or regulation and the express te1ms of this Agreement. No civil serv ice status or other 1ight of employment will be acquired by vi1tue of Consultant's services. None of the benefits provided by City to its employees , including but not limited to , unemployment insurance, workers' compensation plans , vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments , PERS payments, or other purposes n01mally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items , if required , are the responsibility of Consultant. 6. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees perfo1ming work hereunder, pursuant to all applicable IRCA or other federal , or state mies and regulations. Consultant shall indemnify and hold City hannless from and against any loss , damage , liability, costs or expenses arising from any noncompliance of this provision by Consultant. 7. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination, Consultant agrees that it shall not harass or discriminate against a job applicant , a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed , color, national origin , ancestry, handicap , disability, maiital status , pregnancy, sex , age , sexual orientation, or any other protected class. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 8. HOLD HARMLESS IZl Standard Indemnification: Consultant shall , to the fullest extent allowed by law and without limitation of the provisions of this Agreement related to insurance, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold haimless the City and its officers, officials , agents, employees and volunteers from and against any and all liability, claims , actions , causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional , consequential or othe1wise, arising out, pe11aining to , or related to the negligent performance of this Agreement by Consultant or Consultant 's employees, officers, officials, agents or independent contractors . Such costs and expenses shall include reasonable attorneys ' fees of counsel of City 's choice, expe11 fees and all other costs and fees of litigation . The acceptance of the Services by City shall not operate as a waiver of the right of indemnification . The provisions of this Section survive the completion of the Services or tennination of this Contract. 9. INSURANCE: A. General Requirements. On or before the commencement of the te1m of this Agreement, Consultant shall furnish City with ce11ificates showing the type, amount, class of operations covered , effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "B ". Such ce11ificates , which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this ce11ificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thi11y (30) days' advance written notice to the City of Cupe11ino by ce11ified mail , Attention: City Manager." Consultant shall maintain in force at all times dming the perf01mance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California . Endorsements naming the City as additional insured shall be submitted with the insurance ce11ificates . B . Subrogation Waiver. Consultant agrees that in the event of loss due to any of the pe1ils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by vi11ue of the payment of any loss under such insurance. C. Failure to secure or maintain insurance. If Consultant at any time during the tenn hereof should fail to secure or maintain the foregoing insurance, City shall be pe1mitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate pe1mitted by law and computed from the date written notice is received that the premiums have not been paid. D. Additional Insured. City, its City Council, boards and commissions , officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured . An additional insured named herein shall not be held liable for any premium, deductible portion of any loss , or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy . E . Sufficiency of Insurance. The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to dete1mine adequate coverage for Consultant. F. Maximum Coverage and Limits . It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insured City. Fmthe1more, the requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured , whichever is greater. 10. CONFLICT OF INTEREST Consultant wairnnts that it presently has no interest , and will not acquire any interest, direct or indirect, financial or otherwise , that would conflict in any way with the perfonnance of this Agreement, and that it will not employ any person having such an interest. Consultant agrees to advise City immediately if any conflict arises and understands that it may be required to fill out a conflict of interest fonn if the services provided under this Agreement require Consultant to make ce1tain governmental decisions or serve in a staff capacity as defined in Title 2 , Division 6, Section 18700 of the California Code of Regulations . 11 . PROHIBITION AGAINST TRANSFERS Consultant shall not assign , sublease, hypothecate, or transfer this Agreement, or any interest therein , directly or indirectly, by operation of law or otherwise , without prior written consent of City. Any attempt to do so without said consent shall be null and void , and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, tJust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment , transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general paitner or joint venturer or syndicate member or cotenant, if Consultant is a paitnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant , shall be constrned as an assignment of this Agreement . Control means fifty percent (50%) or more of the voting power of the corporation. 12. SUBCONTRACTOR APPROVAL Unless prior written consent from City is obtained , only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the perf01mance of this Agreement. In the event that Consultant employs subcontractors , such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to caITy general , automobile and professional liability insurance in reasonable confonnity to the insurance caITied b y Consultant. In addition , any work or services subcontracted hereunder shall be subject to each provision of this Agreement. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of the subcontractor's work . Subcontractors hired by Consultant agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Subcontractor fmther agrees to include these same provisions with any sub- subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the subcontractor upon request. Consultant shall require all subcontractors to provide a valid ce1tificate of insurance and the required endorsements included in the agreement prior to conunencement of any work and will provide proof of compliance to City. 13. PERMITS AND LICENSES Consultant, at his /her sole expense, shall obtain and maintain during the te1m of this Agreement, all appropriate pennits, ce1t-ificates and licenses including, but not limited to , a City Business License, that may be required in connection with the perfonnance of serv ices hereunder. Consultant may apply for a Cupe1tino Business License online. lf the Consultant's sole business contact within Cupe1tino is the sale of goods or services to the Ciry itself, the Consultant may apply for an exemption from the business license tax . 14 . MINIMUM WAGE Given that the Consultant is subject to the City 's business license requirements , the Consultant is also subject to the Cupe1tino Minimum Wage Ordinance (16-2151). 15 . REPORTS A. Each and ev ery rep01t , draft , work product, map, record and other document, hereinafter collectively referred to as "Rep01t", reproduced , prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive prope1ty of City. Consultant shall not copyright any Repo1t required by this Agreement and shall execute appropriate documents to assign to City the copyright to Repo1ts created pursuant to this Agreement. Any Repo1t , information and data acquired or required by this Agreement shall become the prope1ty of City, and all publication rights are reserved to City. Consultant may retain a copy of any rep01t furnished to the City pursuant to this Agreement. B. All Rep01ts prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired ; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as City deems appropriate . C. Consultant shall, at such time and in such fonn as City may require, furnish repo1ts concerning the status of services required under .this Agreement. D. All Repo1ts required to be provided by this Agreement shall be printed on recycled paper. All Rep01ts shall be copied on both sides of the paper except for one 01iginal , which shall be single sided. E . No Repo1t , inf01mation or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 16. RECORDS Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such infonnation required by City that relate to the perf01mance of services under this Agreement, in sufficient detail to pe1mit an evaluation of services . All such records shall be maintained in accordance with generally accepted accounting p1inciples and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times , and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data , documents, proceedings and activities related to this Agreement. Such records , together with suppo11ing documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after Consultant receives final payment from City for all services required under this agreement. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith , then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 17. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupe11ino Municipal Code and Agreement will tenninate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a p011ion of the fiscal year and funds for this Agreement are no longer available . This Section shall take precedence in the event of a · conflict with any other covenant, te1m, condition, or provision of this Agreement. 18 . ENVIRONMENTALLY PREFERABLE PURCHASING Consultant shall comply with the City 's Environmentally Preferable Procurement Policy whenever practicable in completing any work under this agreement, including but not limited to : • Using paper products made with recycled content and recycled/remanufactured toner and inkjet cai11idges ; • Printing with soy or low volatile organic compounds (VOC) inks ; • Using energy-star compliant equipment; • Using c leansers and work in g with janitorial contractors to meet Green Sea l 's Industrial and Institutional Cleaners Standard; and • Ordering supplies electronically and practicing other internal waste reduction and reuse protocols . 19. NOTICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail , postage prepaid , registered or ce1tified , addressed as hereinafter provided . All notices , demands , requests , or approvals shall be addressed as follows: TO CITY: City of Cupe1tino 10300 ToITe Ave. Cupe1tino CA 95014 Attention: Erick Se1rnno TO CONSULTANT: Ben Sigman Economic & Planning Systems, Inc One Kaiser Plaza, Suite 1410 Oakland, CA 94612 20. TERMINATION In the event Consultant fails or refuses to perfo1m any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the perfo1mance of this Agreement. If Consultant fails to cure the default within the time specified and according to the requirements set fo1th in City 's written notice of default, and in addition to any other remedy available to the City by law , the City Manager may tenninate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The City Manager shall also have the option, at its sole discretion and without cause, of tern1inating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of tennination, Consultant shall immediately discontinue perfonnance. City shall pay Consultant for services satisfactorily perfonned up to the effective date of tem1ination. If the termination if for cause, City may deduct from such payment the amount of actual damage, if any, sustained by City due to Consultant 's failure to perfonn its material obligations under this Agreement. Upon te1mination, Consultant shall immediately deliver to the City any and all copies of studies, sketches, drawings , computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, in connection with this Agreement. Such materials shall become the prope1ty of City. 21. COMPLIANCE Consultant shall comply with all state or federal laws and all ordinances, rules , policies and regulations enacted or issued by City. 22 . CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the paities are subject to all v alid laws , orders, rule s, and regulations of the authorities having jmisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Cou1t of the County of Santa Clara , State of California. 23 . ADVERTISEMENT Consultant shall not post, exhibit, display or allow to be posted , exhibited , displayed any signs , adve1tising , show bills , lithographs , posters or cards of any kind pe1taining to the services perfonned under this Agreement unless prior written approval has been secured from City to do otherwise. 24 . WAIVER A waiver by City of any breach of any term , covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other te1111 , covenant, or condition contained herein, whether of the same or a different character. 25. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Paities, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein . No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 26. AUTHORITY The individual(s) executing this Agreement represent and waJTant that they have the legal capacity and authority to do so on behalf of their respective legal entities . 27. INSERTED PROVISIONS Each provision and clause required by law to be inse1ted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein . If through mistake or otherwise, any such provision is not inse1ted or is not coJTectly inse1ted , the Agreement shall be amended to make such inse1tion on application by either paity. 28. CAPTIONS AND TERMS The captions in this Agreement are for convenience only, are not a pait of the Agreement and in no way affect, limit or amplify the tenns or provisions of this Agreement. All unchecked boxes do not apply to this Agreement. IN WITNESS WHEREOF, the pmties have caused the Agreement to be executed. CONSULTANT - APPROVED AS TO FORM: MUNICIPAL CORPORATION ::ryof ~a# Title /kf e/J?/ll6k Date 06)'q,/L7 ~ ~ C:ty Attorney D Over S 175 ,000-Coun c il Approva l Required El.Over S45 ,000-De p a11m ent Head A ppro val Required D Up to S4 5,0 00 -Des ign ated Supervisor Appro va l Required City Clerk ,-=i---f7 Exhibits: ~ Exhibit "A "-Scope of Services , Schedule of Perfonnance and ~ Exhibit "B.'-Compensation Ill Exhibit "C "-Insurance Requirements and Proof of Insurance EXPENDITURE DISTRIBUTION PO #2017 -io~ Account: 100-71-702 750-G i,..i Amount: Total: $48,500.00 $48,500.00 Th e Eco11omic.1 of Land Use • Economic & Planning Systems, Inc. One Kaiser Plaza, Suite 1410 Oakland, CA 94612 510 841 9190 tel 510 740 2080 fa x Oa kland Sa cramento Denver Los Angeles www.epsys.com May 25, 2017 Mr. Erick Serrano Associate Planner City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3255 Subject: Proposal to Fiscal Impact Review of Proposed General Plan Amendments; EPS #l71072 Dear Erick: Economic & Planning Systems, Inc. (EPS) is pleased to respond to your request fo r a proposal for services related to the review of General Plan Amendment (GPA) applications in the City of Cupertino (City). We understand the City is seeking a consultant to estimate fiscal impacts attributable to the GPAs sought. The goal of the fis cal analyses is to provide the City with reliable and consistent information concerning the effects on the City's General Fund that are likely to result from the GPA s , if granted. Fiscal impact analysis is a core competency of EPS and given our prio r work reviewing GPAs in the City in the past, we are very well suited to assist with this important task . EPS has prepared a scope of work that provides an overv iew of the range of services , research efforts, and analyses that will be brought t o bear to review the GPAs. Included as Attachment A, the proposed scope of work presents the anticipated effort for the GPA reviews. Attachment B provides EPS standard hourly rates for 2017. EPS 's proposed not-to-exceed budget proposed for this effort is $48,500. This budget allows EPS to analyze and document review of the fiscal impacts for up to six GPAs. The budget does not include face- to-face meetings in Cupertino or presentations to City commissions or the Council. If requested , such additional efforts can be incorporated into our scope of work or authorized on a time and materials basis at our standard hourly rates. Please call or email me if you wish to discuss the proposed Scope of Work . Sincerely, E CONOMIC & PLANNING S YSTEMS, INC. ~ Prin c ipal Attachment A Scope of Work Fiscal Review of General Plan Amendment Applications This Scope of Work is designed to provide the City of Cupertino (City) with reliable fiscal impact analyses related to General Plan Amendments (GPA) applications received by the City . It is understood that the City is interested in consistent studies of these development proposals to inform its land use decision-making and financial sustainability goals. EPS would work in close coordination with the City to confirm the best approach and associated level of effort for each review. EPS findings for each review will be provided in a technical memorandum . Task Descriptions The following outlines the proposed work process. Task 1: Project Initiation EPS will initiate the engagement with a conference call with the City to review the analytical methodology for fiscal analysis, define the necessary data updates, and establish a timeline for the initial reviews. It is anticipated that startup efforts associated with the fiscal impact analysis reviews will include a review of new City budget documents and a discussion with City staff about any specific revenue and cost issues which require City input. EPS will coordinate with City staff to clarify these issues. Task 2: Fiscal Impact Analysis EPS will develop a fiscal model that evaluates the ongoing fiscal impact of GPA applications on the City's General Fund at buildout. EPS will use the most recent City budget data and GPA (project) data provided by the applicant. The analyses will estimate public service costs using an average cost methodology, similar to previous GPA analyses prepared by EPS. The analyses also will consider revenues attributable to the GPAs that accrue to the City's General Fund, including property tax, sales tax, transient occupancy tax, and other sources, as appropriate for each land use. Based on estimates of General Fund costs and revenues attributable to the GPAs, EPS will estimate the net annual fiscal impact on the City General Fund at bu i ldout . In the event that the applicant has provided a clear, well-documented fiscal analysis for review, EPS will review the stated inputs and consider the findings of those studies . Key assumptions provided by the applicant will be noted, and sensitivity analysis around these data may be conducted if appropriate. The EPS review also will provide qualitative commentary on fiscal impacts as appropriate . Task 3: Technical Memoranda EPS will synthesize the econom ic and fiscal analyses in a memorandum that offers a summary of key findings and details the analysis and supporting calculations. Although we will provide unique, project-specific analyses, the reviews will be similar in structure and will allow for comparisons across projects. EPS will first deliver to the City a draft memorandum. Based on one Economic & Plannin g Sys t ems, Inc. M: \Proposals\171000\17 J 072_CupertinoGPAs_2017 \171072 ptxt.docx Attachment A Scope of Work May 25, 2 01 7 round of consolidated comments from City staff, EPS will revise the draft and issue a final memorandum. Proposed Staffing and Budget EPS can complete the ·proposed Scope of Work described above for a not-to -ex ceed budget amount of $48,500. Detailed hours and billing rates are shown in Table 1 below. The budget estimate covers all costs associated with the tasks for the review of si x GPA applications. Additional tasks, including meetings and presentations if requested by the client, will be billed on a time-and-materials basis at our standard hourly rates, upon approval. Charges for EPS time are based on the amount of time actually spent . Expenses for data, report production, and other project related items are billed at cost. Invoices are subm itted monthly and are payable upon receipt. Table 1 Budget Estimate GPA Reviews Task/ EPS Staff Staff Cost Direct Total Description PIC Associate RA Subtotal Cost Cost Project Initiation 8 16 2 $4 ,740 $20 $4 ,760 Fiscal Analyses 24 72 36 $21 ,840 $20 $21,860 Deliverables 24 72 36 $21,840 $40 $21,880 Billing Rates * $250 $155 $130 Total Project Costs $48,420 $80 $48,500 * Billing rates shown are applicable during 2017 and are subject to change annuall y. Economic & Planning Systems, Inc . M: \Proposals \1 7 1000 \1 71072_ CupertinoGPAs_2017\1 71 072 ptxt.docx Attachment B 2017 HOURLY BILLING RATES Oakland and Los Angeles Offices Managing Principal $275-$315 Senior Principal $315 Principal $250 Executive/Senior Vice President $230 • Vice President $210 Senior Technical Associate $210 Senior Associate $190 Associate $155 Research Analyst II $130 Research Analyst I $90 Production and Administrative Staff $90 Billing rates updated annually. Co ntract No. --- Exhibit C Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit , with City named as additional insured. Consultant shall maintain the following minimum insurance coverage: A. COVERAGE: D (1) Workers' Compensation : Statutory coverage as required by the State of California. (2) Liability : (3) (4) Commercial gen era l liability coverage in the following minimum limits: Bodily Injury: $500 ,000 each occmTence $1,000 ,000 aggregate -all other Property Damage: $100 ,000 each occunence $25 0 ,000 aggregate If submitted , combined single limit polic y with aggre gate limits in the a mounts of $1,000 ,000 w ill b e considered equivalent to th e re quired minimum limits s hown above. Automotive : Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $5 00,000 each occunence Prope1iy Damage: $100 ,000 each occurrence or Combined Single Limit: $5 00 ,000 each occunence Professional Liability Professional li a bility insurance w hich includes coverage for the professional acts , e1Tors and omissions of Consultant in the amount of at least $1,000 ,000. ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM /DD /YYYY) ~ 6/5/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT : If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsementlsl. PRODUCER CONTACT NAME: Andreini & Company-San Mateo P~9NJ=~ ~ . 650-573-1111 I FAX . 650-378-4361 220 West 20th Ave , .. ,~ San Mateo CA 94403 E;.,M.,AJ~""· ktotten@andreini.com INSURER($) AFFORDING COVERAGE NAIC# INSURER A: Federal Insurance Company 20281 INSURED ECON0-5 INSURER B , Republic Indemnity Co of Calif 43753 Economic & Planning Systems INSURER C ,Continental Casualty Company 20443 400 Capitol Mall, 28th Floor INSURER D : Sacramento CA 95814 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER· 1884119423 REVISION NUMBER· THIS IS TO C ERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN IS SUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION O F 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 SUBJ ECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLI C IES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INS URANCE l~UUL 1:SUt>K ,i2M~~' 1~2~J~~l LIMITS LTR INSD WVD POLIC Y NUMBER A X COMMERCIAL GENERAL LIABILITY y 35929623WCE 4/1/2017 4/1 /2018 EAC H OCCURRENCE $1,000 ,000 -D CLAIMS-MADE Q OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 -MED EXP (Any one person) $10 ,000 PERSO NAL & ADV INJU RY $exclud ed -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 8 DPRO-D PRODUCTS -COMP/OP AGG $3 ,000,000 POLICY JECT LQC OTHER: Per ProjecVLoc Per Project Agg $3,000,000 A AUTOMOBILE LIABILITY y 73558746 4/1/2017 4/1/2018 ~~::~~~~~t~IN GLt: LI MIT $1,000 ,000 - A NY AUTO BODILY INJURY (Per person) $ -ALL OWNED -SCHEDULED AUTOS AUTOS BOD IL Y INJURY (Pe r accident) $ --NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS /Per accident\ $ --$ A UMBRELLA LIAB MOCCUR 79871994 4/1/2017 4/1/2018 EAC H OCCURRENCE $1,000,000 -X EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000 ,000 OED J X J RETENTION $$0 $ B WORKERS COMPENSATION 16150814 4/1/20 17 4/1/2 018 I PER I I OTH-X STATUTE ER AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE D N/A EL EACH ACCIDENT $1,000 ,000 OFFICER/MEMBER EXCLUD ED? (Mandatory in NH) EL DISEASE -EA EMPLOYEE $1,000 ,000 If yes, describe under DESCRIPT ION OF OPERAT IONS below EL DISEASE -POLI CY LIMIT $1,000 ,000 C Errors & Omissions 425343942 4/1/20 17 4/1/2018 Per Claim 2,000,000 Adv/Persona l Injury Annual Aggregate 2,000 ,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached ii more space is required) EPS# 171072 City of Cupertino, its City Council, boards and commissions , officers, employees and volunteers are additional insured per form GL 80-02-2367 for general liability and form CA 00 01 03 10 for automobile liability . CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN 10300 Torre Ave . ACCORDANCE WITH THE POLICY PROVISIONS . Cupertino CA 95014 AUTHORIZED REPRESENTATIVE I (_ :0::: < ,~r ;/z-7,f;z_= © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Po licy #73558746 19 Mobile Equipment Subject To Compulsory Or Financial Responsibility Or Other Motor Vehicle Insurance Law Only Only those "autos" that are land vehicles and that would qualify under the defin ition of "mobile equipment" under this policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where they are licensed or principally garaged . B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declarations , then you have coverage for "autos" that you acquire of the type described for the remainder of the policy period . 2. But , if Symbol 7 is entered next to a coverage in Item Two of the Declarations , an "auto" you acquire w ill be a covered "auto" for that coverage only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that coverage ; and b. You tell us within 30 days after you acquire it that you want us to cover it for that coverage . C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Covered Autos Liability Coverage is provided by this Coverage Form , the following types of vehicles are also covered "autos" for Covered Autos Liability Coverage: 1. "Trailers" with a load capacity of 2 ,000 pounds or less designed primarily for travel on public roads . 2. "Mobile equ i pment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own wh ile used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its : a. Breakdown ; b. Repair ; C. Servicing ; d. "Loss"; or e. Destruction . SECTION II -COVERED AUTOS LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to wh ich this insurance app l ies , caused by an "accident" and resulting from the ownership , maintenance or use of a covered "auto". We will a lso pay all sums an "insured" legally must pay as a "covered pollut ion cost or ex pense " to which th is insurance appl i es , caused by an "acc ident" and resulting from the ownership , maintenance or use of covered "autos". However, we will only pay for the "covered pollution cost or ex pense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "acc ident". We have the right and duty to defend any "insured" against a "suit" asking for such damages or a "covered pollutio n cost or expense". However , we have no duty to defend any "i nsured" against a "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or expense" to which th is insurance does not apply . We may investigate and settle any claim or "suit" as we consider appropriate . Our duty to defend or settle ends when the Covered Autos Liability Coverage Limit of Insurance has been exhausted by payment of judgments or settlements. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto". b. Anyone else while using with your permission a covered "a uto" you own , hire or borrow except: (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" is a "trailer" connected to a covered "auto " you own. Page 2 of 12 © Insuran c e Services Offi ce, In c., 2011 CA 00 01 10 13 (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling , servicing, repairing , parking or storing "autos" unless that business is yours . (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company) or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership) or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household . 1 • Anyone liable for the conduct of an "insured" described above but only to the extent of that liability . 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (2) Up to $2,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (3) The cost of bonds to release attachments in any "suit" against the "insured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day because of time off from work . (5) All court costs taxed against the "insured" in any "suit" against the "insured" we defend. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the "insured". (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend, but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. b. Out-of-state Coverage Extensions While a covered "auto" is away from the state where it is licensed, we will: (1) Increase the Limit of Insurance for Covered Autos Liability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered "auto" is being used . This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or property. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used . We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the following: 1. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement; or b. That the "insured" would have in the absence of the contract or agreement. 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation , disability benefits or unemployment compensation law or any similar law . CA 00 01 10 13 © Insurance Services Office , Inc., 2011 Page 3 of 12 4 . Loss Payment -Physical Damage Coverages At our option , we may: a. Pay for , repair or replace damaged or stolen property ; b. Return the stolen property , at our expense . We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will include the applicable sales tax for the damaaed or stolen propertv. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everyth ing necessary to secure our rights and must do nothing after "accident" or "loss" to impair them . B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this Coverage Form. 2. Concealment, Misrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as it relates to this Coverage Form . It is also void if you or any other "insured", at any time , intentionally conceals or misrepresents a material fact concerning : a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim under this Coverage Form . 3. Liberalization If we revise this Coverage Form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in your state . 4. No Benefit To Bailee -Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding , storing or transporting property for a fee regardless of any other provis ion of this Coverage Form . 5. Other Insurance a. For any covered "auto" you own , this Coverage Form provides primary insurance . For any covered "auto " you don't own , the insurance prov ided by th is Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which is a "trailer" is connected to another vehicle , the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is : (1) Excess while it is connected to a motor vehicle you do not own ; or (2) Primary while it is connected to a covered "auto" you own. b. For Hired Auto Physical Damage Coverage , any covered "auto" you lease, hire , rent or borrow is deemed to be a covered "auto" you own. However, any "auto" that is leased , hired , rented or borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a . above , this Coverage Form's Covered Autos Liabil ity Coverage is primary for any liability assumed under an "i nsured contract". d. When this Coverage Form and any other Coverage Form or policy covers on the same basis , either excess or primary , we will pay only our share . Our share is the proport ion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began . We will compute the final premium due when we determine your actual exposures. The estimated total premium will be cred ited against the final premium due and the first Named Insured will be billed for the balance , if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill . If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund . b . If this policy is issued for more than one year , the premium for this Coverage Form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy . CA00011013 © In s uran ce Serv ices Offi ce, Inc., 2011 Page 9 of 12 CHUBB~ Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued APRIL 1, 2017 TO APRIL 1, 2018 APRIL 1, 2017 3592-96-23 WCE ECONOMIC & PLANNING SYSTEMS INC FEDERAL INSURANCE COMPANY JANUARY 23, 2017 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev . 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contractor agreement; and • with respect to damages, loss, cost or expense for injury or damage to which this insurance applies . No person ororganizationis an insured under this provision : • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption ofliability ( of another person or organization) by them in a contract or agreement. Ibis limitation does not apply to the liability for damages, loss, cost or expense for in jury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured -Scheduled Person Or Organization continued Endorsement Page 1 CHUBB'" Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liabi/it'f Insurance Form 80-02 -2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance . If you are obligated. pursuant to a contractor agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organi zation . Schedule Persons or organizations that you are obligated , pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy . All other terms and conditions remain unchanged. Authorized RepresentaUve Additional Insured -Scheduled Person Or Organization last page Endorsement Page 2 Conditions (continued) Transfer Or Waiver Of Rights Of Recovery Against Others Liability Insurance Form 80-02-2000 (Rev. 4-01) We will waive the right of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured 's rights to recover all or part of any payment made under this insurance have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us enforce them. This condition does not apply to medicaJ expenses. Contract Pa _qe 24 of 32 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC 00 03 13 (Ed. 04-84) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule . Schedule State Person or Organization Job Description California This endorsement provides a blanket waiver of subrogation applicable to all jobs for persons or organizations whom the Named Insured has agreed by written contract to furnish this waiver. The charge for this endorsement shall be 2.5% of total manual premium, subject to a minimum premium of $250. This charge will be billed on your next invoice based on current manual premium , and the final charge will be calculated and billed at the final audit. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Republic Indemnity Company of California Company Number 27561 Insured Economic and Planning Systems , Inc . Policy Number Endorsement Number Endorsement Effective Printed On WC 00 03 13 (Ed . 04-84) 161508-14 6 April 01, 2017 March 21, 2017 :,) 1983 National Council on Compensation Insurance. Countersigned by : Insured Copy ----------