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17-153 M-Group, Consulting Services for Incubator and Accelerator Space OrdinanceAGREEMENT BETWEEN THE CITY OF CUPERTINO AND M-GROUPFOR CONSUL TING SERVICES FOR INCUBATOR AND ACCELERATOR SPACE ORDINANCE THIS AGREEMENT, is entered by and between, the CITY OF CUPERTINO, a California municipal corporation ("City"), and M-Group, a California corporation whose address is 307 Orchard City Drive, Suite 100, Campbell, CA 95008 (hereinafter referred to as "Consultant") (collectively referred to as the "Parties"). 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 Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement. C. Consultant possesses the skill , experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement upon the terms and conditions herein. NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on October 16 , 2017, and shall terminate on completion, unless terminated earlier as set forth herein. 2 . SERVICES TO BE PERFORMED Consultant shall perform each and every service set forth in Exhibit "A" pursuant to the schedule of performance set forth in Exhibit "B ," attached hereto and incorporated herein by this reference . 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed forty-nine thousand, nine hundred fifty dollars ($49,950.00), based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference, including all core tasks, and those optional tasks as authorized in writing by City staff. Optional tasks shall be authorized prior to performance. In order to request payment, Consultant shall submit monthly electronic invoices to CDDin vo ices@c u pe rt ino .orl!. describing the services performed and the applicable charges (including a summary of work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). 4. TIME IS OF THE ESSENCE Consultant and City agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE Consultant agrees to perform 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 performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. 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, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue 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 tax es , FICA payments , PERS payments, or other purposes normally associated with an employer-employee relationship from any fee s due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 7 . 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 performing work hereunder, pursuant to all applicable IRCA or other federal , or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss , damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 8. 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, marital 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. 9. HOLD HARMLESS IZI 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 harmless 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 otherwise, arising out, pertaining 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, expert 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 termination of this Contract. 10. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates 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 "D". Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." Consultant shall maintain in force at all times during the performance 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 certificates . B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils 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 virtue of the payment of any loss under such insurance. C. Failure to secure or maintain insurance. If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted 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 permitted 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 workers ' compensations and 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 arty loss or expense covered by the insurance provided by this policy. E. Sufficiency oflnsurance. 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 determine 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. Furthermore, 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. 11. CONFLICT OF INTEREST Consultant waiTants 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 performance 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 form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 12. 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, trust 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 partner or joint venturer or syndicate member or cotenant, if Consultant is a paiinership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 13. 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 performance 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 carry general , automobile and professional liability insurance in reasonable conformity to the insurance carried by 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 further 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 certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to City. 14. PERMITS AND LICENSES Consultant, at his/her sole expense , shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. Consultant may apply for a Cupertino Business License onJine. If the Consultant's sole business contact within Cupertino is the sale of goods or services to the City itself, the Consultant may apply for an exemption from the business license tax. 15. REPORTS A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced , prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports 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 form as City may require , furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information 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 information required by City that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles 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 supporting 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 Cupertino Municipal Code and Agreement will terminate 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 portion 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, term, 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 ink jet cartridges; • Printing with soy or low volatile organic compounds (VOC) inks; • Using energy-star compliant equipment; • Using cleansers and working with janitorial contractors to meet Green Seal '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 certified, addressed as hereinafter provided. All notices , demands, requests, or approvals shall be addressed as follows: TO CITY: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Angela Tsui, Economic Development Manager TO CONSULT ANT: M-Group 307 Orchard City Drive, Suite 100 Campbell, CA 95008 Attention: Geoff I. Bradley, AICP, President & Principal 20. TERMINATION In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified and according to the requirements set forth in City's written notice of default, and in addition to any other remedy available to the City by law, the City Manager may terminate 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 terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance. City shall pay Consultant for services satisfactorily performed up to the effective date of termination. 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 perform its material obligations under this Agreement. Upon termination, 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 property 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 parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement ( or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court 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, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed 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 term, 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 Parties, 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 warrant 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 inserted 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 inserted or is not con-ectly inserted, the Agreement shall be amended to make such insertion on application by either party. 28. CAPTIONS AND TERMS The captions 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. All unchecked boxes do not apply to this Agreement. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT M-Group By Geoff I. Bradley, AICP RECOMMEN~D FOj APPROV AL Ad~fisz- Aarti Shrivastava Assistant City Manager MUNICIPAL CORPORATION City of Cupertino By Angela Tsui Title: Economic Development Manager Date )D /i '?J /11 -------------D Over $175,000-Council Approval Required [gJ Over $45 ,000-Department Head Approval Required D Up to $45 ,000-Designated Supervisor Approval Required APPROVED AS TO FORM: _Df,W 0" City Attorney City Clerk (0 -'3o-1 J Exhibits: IZl Exhibit "A " -Scope of Services IZl Exhibit "B"-Schedule of Performance IZl Exhibit "C" -Compensation IZl Exhibit "D" -Insurance Requirements and Proof of Insurance D Exhibit "E" -Mandated Reporting Acknowledgement D Exhibit "F"-Background/Fingerprint/TB Declaration D Exhibit "G"-Nondiscrimination-State/Federal/HUD funded project D Exhibit "H'' -Request for City Manager to Waive Informal Bidding Requirements EXPENDITURE DISTRIBUTION PO #201-Account: Ito -11 -1P f -r~o,. bD I Amount: -$ 4-tl /15 f>, tro Total: t 44,q;o.ov Exhibit A Scope of Services The project will allow for and encourage creation of space for smaller-sized start-up businesses with shared on-site resources and amenities. This project is intended to be complete within 6 months . PROJ ECT UNDERSTANDING As innovative companies grow and work to maintain a competitive advantage, they seek new strategies to maximize the innovation potential of their employees. A key factor in maintaining a competitive edge is the space in which the companies and their employees work . An identified opportunity in the Economic Development Specific Plan (EDSP) is the attractiveness Cupertino presently holds for small start-up companies , based on the skill and entrepreneurial character of the workforce in the community and larger region. An Action identified in Strategy 3 of the EDSP specifically recommends the creation of a new development allocation for smaller space for a range of creative industries that can establish or continue to operate in Cupertino. This project will develop regulations to allow for the development of smaller business spaces with shared resources, such as conference and meeting rooms, reception services, kitchen and/or food services, and other amenities. It is presently envisioned that these new business incubator and/or accelerator spaces will retrofit and reuse existing buildings, possibly in older, vacant or underperforming retail buildings . Development of the allowed uses will be supplemented by an examination of the city 's General Commercial (CG) regulations. SCOPE OF WORK TASK 1 -KICK-OFF MEETING M-Group will meet with City staff to confirm the primary objectives of the Incubator & Accelerator Space ordinance . The meeting will also include discussion of the project website, the community engagement strategy, and identification of project timel ine milestones. Task 1 Deliverable : Memorandum listing action items and outcomes of the Kick-Off Meeting. TASK 2 -COMMUNITY ENGAGEMENT STRATEGY Su btask 2.1 -Project Website Development M-Group will develop a project webpage in coordination with development of project webpages for the Mobile Vendor and Innovation District Vision Plan projects. The three Project webpages will be linked to a common home page, with individual pages for each project. The home page will be embedded or linked within the C ity 's existing website . Colors, styles, and fonts will be developed in a coordinated way that demonstrates a common design theme and emphasizes the relationship of all three projects to the overall strategy of implementing the EDSP . The webpage will be updated a minimum of once per month, or as necessary, with all relevant project information including updates about upcoming meetings and deliverables. Subtask 2.2 -Community Engagement Strategy M-Group w ill prepare a tailored outreach strategy for the Incubator & Accelerator Space Project based on the discussion with City staff at the Project Kick-Off Meeting . We assume the community engagement process will be limited to one (1) community meeting and six (6) stakeholder interview sessions. M-Group will prepare all the materials and presentations for the website and community meeting for approval by city staff. This Scope of Work assumes that City staff will take the lead on meeting notifications and logistics . Task 2 Deliverable : Project Webpage (in coordination with Projects 1 and 3) and Memorandum outlining the Community Engagement Strategy. TASK 3-DEFINE INCUBATOR & ACCELERATOR SPACE Subtask 3.1 -Research M-Group will conduct research to define the parameters of the proposed incubator space, including types of uses, a general understanding of minimum and maximum square footage for such uses and other components that define the use . An analysis of the City's General Commercial (CG) uses will also be conducted to understand necessary changes needed for Incubator Space uses that are not currently allowed in CG districts . As part of the research in this S ubtask , M-Group will conduct stakeholder interviews with up to six (6 ) parties , which may include retail and office real estate brokers . Subtas k 3 .2 -Space Convers ion Assoc iated Costs Following the interviews with real estate brokers in Task 3.1, M-Group will develop a memorandum identifying potential costs that could be associated with space conversions , such as typical costs encountered in the conversion of commercial space to restaurant use . The memorandum will provide a qualitative discussion of typical costs associated with the conversion of properties from one use to another. The analysis will not provide a quantitative discussion or analysis of specific sites , buildings or development conditions . S ubtask 3.3 -S ite Survey M-Group will conduct a windshield survey of retail areas to identify potentially underperforming retail buildings or areas that might be considered for potential Incubator Space. Subtask 3.4 -Criteria for Conversion M-Group will develop criteria for determining which sites within the CG zoning designation are suitable for conversion . Development of the criteria will include an examination of the appropriate percentage of ground-floor area that could be converted to incubator or accelerator space. Criteria may include : • Building Dimension s. Smaller floor plates tend to be less attractive to large technology companies , but could be well suited for incubator spaces that may not be viable for retail. • Vi s ibility and Ac c ess . Retail users value st rong visibility from the street, but this is less important for office tenants. • Parking Availability. The suitability of conversion to an office use may depend on the availability of parking to serve future businesses . • Proximity to Amenities. Co-working tenants typically value services and amenities within walking distance . M-Group will develop the parameters for a draft ordinance, including potential development and design standards , for an Incubator & Accelerator Space ordinance and criteria checklist. The draft ordinance and criteria checklist will be provided to City staff for review. Subtask 3.5 -Meeting with City Staff M-Group will meet with City staff to the components of a draft ordinance , potential development and design standards, and potential sites to consider for allowance of the Incubator Space use . Task 3 Deliverable: Memorandum summarizing the space conversion associated costs; Memorandum defining the Incubator Space parameters and criteria checklist for City staff review. TASK 4 -DRAFT CG MODIFICATIONS AND DESIGN STANDARDS Su btask 4.1 -Rev ise Incubato r & Accelerator Space Parameters and Criteria M-Group will review the parameters d iscussed with City staff in Task 3.5 and prepare a preliminary draft ordinance and list of potential sites . Subtask 4.2 -Urban Des ign Standards M-Group will develop urban design standards for inclusion in the Incubator Space ordinance to assure that retail buildings that convert to Incubator Space maintain a well-defined public realm. Task 4 Deliverable: Draft modifications to CG Ordinance, including uses that could potentially convert to Incubator Space . TASK 5-REFINEMENTS TO CG MODIFICATIONS After consultation with City staff, M-Group will revise the definitions, parameters and design standards, as well as the list of potential sites to be considered for conversion. Following staff review , M-Group will post to the project web page . Task 5 Deliverable: Public Review Draft ordinance for CG Modifications, including revised potential CG uses or sites that could potential convert. TASK 6 -COMMUNITY INPUT M-Group will plan for and facilitate a community meeting to provide an overview of the Incubator Space criteria and issues, including identification of sites that could potentially convert. The M- Group team will provide all appropriate materials and presentation to help facilitate the workshop . City staff will be responsible for meeting logistics. Task 6 Deliverable: Workshop meeting agenda, presentation, workshop materials and summary of results and community comments. TASK 7 -REVISIONS TO THE COMMUNITY DRAFT Following a discussion with City staff, M-Group will revise the Public Review Draft presented at the community meeting. Task 7 Deliverable: Final Draft Modifications to the CG ordinance . TASK 8 -CEQA COMPLIANCE Based on the information currently available , M-Group envisions that compliance with CEQA will be achieved through a Categorical Exemption. This preliminary determination will be reviewed on an on-going basis to ensure compliance with CEQA. Based upon the scope, the project would involve the development of procedures and requirements to facilitate the re-use of existing commercial buildings into small or medium scale incubator businesses consistent with the underlying land use requirements of the Commercial-General (C-G) Zoning District. Because the underlying allowable uses in the zoning district are not being modified and any changes to the existing buildings would be negligible , the potential changes to the environment would appear to be consistent with the intent of a Class 1 Exemption . According to CEQA Guidelines , the key criteria for the Class 1 Exemption is a project involving only a negligible (or no) expansion of an existing use. As part of this task M-Group will prepare language for inclusion in the staff report and will prepare the Notice of Exemption following the final approval action by the City . This scope of work assumes that the City will file the Notice of Determination with the County. Task 8 Deliverable: Notice of Exemption . TASK 9 -PUBLIC HEARINGS M-Group will attend up to two public meetings as part of this scope of work. Additional public meetings beyond the two anticipated would be charged on a time and materials basis . M-Group will prepare a PowerPoint presentation for use before the Planning Commission and City Council. This task assumes that only minor revisions will be needed to update the PowerPoint presentation for the City Council. Task 9 Deliverable: Staff report summarizing proposed regulations related to Incubator Space and related modifications to the CG Ordinance, including rationale for the Notice of Exemption . M-Group project manager will attend the public hearings and present the proposed ordinance provisions to the Planning Commission and City Council. END SCOPE OF WORK Exhibit B Schedule of Performance Exhibit C Compensation City shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below. Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below. The compensation to be paid to Consultant under this Agreement for all services described in Exhibit "A" and reimbursable expenses shall not exceed a total of forty-nine thousand, nine hundred fifty dollars ($49,950), as set forth below. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the City. Task Not to Exceed Amount Incubator & Accelerator Space Ordinance Task Task Description M-Group 1 Kick-Off Meeting $880 2 Community $1,530 Engagement Strategy 3 Define Incubator & $18,585 Accelerator Space 4 Draft CG $8 ,765 Modifications and Design Standards 5 Refinements to CG $5,730 Modifications 6 Community Input $4,240 7 Revisions to $5 ,320 Community Draft 8 CEQA Compliance $800 9 Public Hearings $3,160 Reimburseable Expenses I $940 PROJECT TOTAL I $49,950 Invoices D Monthly Invoicing: In order to request payment, Consultant shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including a summary of work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). D Invoicing based on percentage of work complete: (select Public Works contracts only) On the first day of each month, Consultant shall submit a written estimate of the total amount of work done the previous month . Payment shall be made for 90% of the value of the work. The City shall retain 10% of the value of the work as partial security for the completion of the work by Consultant. Retained amounts shall be paid to Consultant within 30 days of acceptance by the City of the project. Payment shall not be construed as acceptance of defective work. No interest will be paid to Consultant on retained funds. D Other billing: Reimbursable Expenses Administrative, overhead, secretarial time or overtime, word processing, photocopying, in house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. Travel expenses must be authorized in advance and shall only be reimbursed to the extent consistent with City travel policy. Additional Services Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from the City's Project Manager prior to commencement of any additional services. Consultant shall submit, at the Project Manager's request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Exhibit D 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: (1) (2) Workers' Compensation: Statutory coverage as required by the State of California. Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate -all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above . (3) Automotive: (4) Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence Professional Liability Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. METRPLA-01 BRETTO ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD IYYY Y) ~ 4/5/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), 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 endorsemelit(s). PRODUCER License # 0252636 ~~~?cT Adnan Shaikh United Agencies PHONE i FAX 2075 De La Cruz Blvd fA/C No Ext\: fA/C , Nol: Santa Clara , CA 95050 ~oMt~~ss: adnan@gsisol.com INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Ohio Security Insurance Company 24082 INSURED INSURER s : American Fire and Casualty Company 24066 Metropolitan Planning Group OBA M-Group INSURER c : United States Liability Insurance Company 25895 307 Orchard City Drive INSURER D : Campbell, CA 95008 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF IN SURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING AN Y 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 HAV E BEEN REDUCED BY PAID CLAIMS. 1~{: / . TYPE oF INSURANCE /~~i~l~DRI . P;Ll~Y NU-MBER -1~~}-Jg~~~l -,~~faiYv~fv1 1 LIMITS A X COMMERCIAL GENERAL LIABILITY I I f---t-~r CLA IMS-MADE 0 OCCUR I jBKW56609535 =--/ GEN'L AGGREGATE LI MIT APP LIE S PER : R PO LIC Y 0 '.lff-i D LOC OTHER : EAC H OCCURR ENC E 04/09/2017 04/09/2018 PREMISEJ9E~~~~-~rru~en-c-e)-+-$ ____ 5_0_0_,-00_0_, 2,000,000 MED EXP (Any one person) 15,000 PERSONA L & ADV IN JURY $ 2,000,000 GENE RA L AGGREGAT E $ 4,000,000 PRODUCTS -COMP/O P AGG $ 4,000,000 A ~ro,oa,m•a,u~ I I COMBINED SIN GLE LI MIT $ 1,000,000 (Ea accident) ANY AUTO BKW56609535 04/09/2017 1 04/09/2018 , BODILY INJURY (Per person) $ "' o=eo ~ ""'°"'" I BODIL Y INJURY (Per accident) $ AUTOS AUTOS HIRED AuTOs x ~S~o~WNEo I PROPERTY DAMAGE $ (Per acc ident) $ X UMBRELLA LIAB M OCCUR EAC H OCCURR EN CE Is 1,000,000 -EXCESS LIAS CLAIMS-MADE ESA56609535 04/09/2017 04/09/2018 AGGR EG ATE $ 1,000,000 B OED I X I RETENTION$ 0 $ WORKERS COMPENSATION 04/09/2017 1 04/09/2018 X / HfTuTE I I OTH- ANO EMPLOYERS' LIABILITY ER YIN ANY PROP RIETO R/PARTNER/EXECU TI VE D XWS56609535 E.L. EACH ACC IDEN T $ 1,000,000 OFFICER/M EMB ER EXCLUDED? N/A (Mandatory in NH) I E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes , describe under E.L. DI SEAS E -POLICY LI MIT 1,000,000 DE SCR IPTION OF OPERATIONS below $ A C Professional E&O SP1552662C 04/09/2017 04/09/2018 Per Claim 3,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additi onal Remarks Schedu le , may be attached if more space is requir ed) City, its City Council, boards and commissions, officers, employees and volunteers are named as an additional insured under all insurance coverages. Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail. 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 ACCORDANCE WITH THE POLICY PROVISIONS . 10300 Torre Ave. Cupertino, CA 95014 AU THORIZED REPRESENTATIVE ·1x:d' I /2:z.__ © 1988-201 4 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: BKW5 6609535 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) ANY PERSON OR ORGANIZATION WITH WHOME THE INSURED HAS AGR EED BY WRITTEN CON TRA CT TO PERFORM SERVICES WITHIN THE TERMS AND CONDITIONS OS THIS POLICY TO WHICH THIS FORM rs ATTACHED Location And Description Of Completed Operations CITY PLANNING SERVICES ALL LOCATIONS Information required to complete this Schedule , if not shown above, will be shown in the Declarations . A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule , but only with respect to liability for "bodily in- jury" or "property damage" caused, in whole or in part, by "your work" at the location des- ignated and described in the Schedule of this endorsement performed for that additional insured and included in the "p roducts-com- pleted operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permit- ted by law ; and 2. If coverage provided to the additional in- sured is requi red by a contract or agree- ment , the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additio nal insured . B. With respect to the insurance afforded to these additional insureds , the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement , the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement ; or 2. Available under the appl icable Limits of Insurance shown in the Declarations ; whichever is less . This endorsement shall not increase the ap- plicable Limits of Insurance shown in the Dec- larations . CG 20 37 04 13 © Insurance Se rv ices Offi ce, In c., 2 01 2 Page 1 of 1 -- --==== - = -= -- COMMERCIAL GENERAL LIABILITY CG 88 83 04 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF OTHER INSURANCE CONDITION DESIGNATED PERSONS OR ORGANIZATIONS This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ANY PERS ON OR ORGANIZATION WITH WHOM E THE I NSURED HAS AGREED BY WRITTE N CON TRACT TO PERF ORM SER VICES WITHI N THE TER MS AN D CON DIT I ONS OS THI S PO LICY TO WHICH THIS FORM IS ATTAC HED (Information required to complete this Schedule , if not shown above , will be shown in the Declarations .) With respect to co ve rage afforded by this end o rsement , the provisions of th e p o li cy apply unless mod ified by the endorsement. A. The following is added to Paragraph a. Primary Insurance of Condition 4. Other Insurance under Section IV -Commercial General Liability Conditions : However, when the person or organization shown in the Schedule of this endorsement has been added as an additional insured to this Coverage Part by attachment of an endorsement, we will not seek contribution from the "person's or organization 's own insurance" provided that : (1) You have agreed in a written contract that this insurance is primary and non-contri butory ; and (2) The "bodily injury", "property damage" or "personal and advertising injury" is : a. Committed subsequent to the execution of such contract ; and b . This policy covers the "bodily injury ", "property damage" or "personal and advertising in- jury". B. For the purposes of this endorsement the following is added to Section V -Definitions : "Person 's or organization 's own insurance" means general liability coverage for damages for which the person or organization shown in the Schedule of this endorsement is designated as a Named Insured . © 20 12 Li berty Mutu a l In suran ce CG 88 8 3 04 12 In c ludes cop yri g ht ed m ate r ial o f Insura nce Serv ices Offi ce , Inc ., w it h its permi ss ion. Pag e 1 of 1 = - ·-- === - WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA WC 99 06 79 (Ed . 01-13) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule . (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us .) You must maintain payroll records accurately segregating the remuneration of your employees while en- gaged in the work described in the Schedule . The additional premium for this endorsement is $ 2 50 Schedule Person or Organization ANY INDIVIDUAL OR ORGAN IZATION THAT REQUIRES THE WAIVER AS PER WRITTEN CONTRACT. Job Description ALL OPERATIONS This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy Effective 04/09/2017 State Policy No . XWS (18) 56 60 95 35 Insured METROPOLITAN PLANNING GROUP Endorsement No . 0004 Premium Insurance Company Ohio Security Insurance Company 19291 Countersigned by A~ Sb;6f, WC 99 06 79 (Ed. 01-13) © 2013 Liberty Mutual Insurance In clud es copyrighted material of WC I RB.with its permission.