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17-154 M-Group, Consulting Services for Innovation District Vision PlanAGREEMENT BETWEEN THE CITY OF CUPERTINO AND M-GROUJ' FOR CONSULTING SERVICES FOR INNOVATION DISTRICT VISION PLAN 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. Consultc:1,nt 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 seventy-one thousand, one hundred twenty-three dollars ($71,123.00), including subcontractor's services, 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 C_J)Dl !1',1J1cc'>gcup ... -rti1lll .ur~ 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 taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees 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 ce1iificates , 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 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 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 warrants 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 partnership 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 online. 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 f01m 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 inkjet 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 sha ll 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 hav ing jurisdiction ov er this Agreement ( or the successors of those authorities). Any suits brought pursuant to this Agreement sha ll 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 correctly 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 RECOMMENDED FOR APPROVAL Ad (Pk;a/l Karti Shrivastava Assistant City Manager MUNICIPAL CORPORATION City of Cupertino By Angela Tsui Title: Economic Development Manager Date [1/f0/J1 ------------- D Over $175,000-Counc il Approval Required rgJ Over $45 ,000 -Department Head Approval Required D Up to $45 ,000-De signated Supervisor Approval Required APPROVED AS TO FORM: f c~rney City Clerk /O _. 3 O -1 1 Exhibits: ~ Exhibit "A"-Scope of Services ~ Exhibit "B"-Schedule of Performance ~ Exhibit "C" -Compensation ~ Exhibit "D" -Insurance Requirements and Proof of Insurance D Exhibit "E" -Mandated Rep01iing Acknowledgement D Exhibit "F" -Background/Fingerprint/TB Declaration D Exhibit "G"-Nondiscrimination-State/Federal/HUD funded project D Exhibit "H" -Request for City Manager to Waive Informal Bidding Requirements EXPENDITURE DISTRIBUTION PO #201-Account: tno-11-105 1~D-OD I Amount: -$·, 1, / '). ~.DV Total: t 11,12-i.DD Exhibit A Scope of Services The project will focus on the Bubb Road Light Industrial area (ML-re) and adjacent Results Way parcels (P(ML)) to develop a Vision for transforming the area into a vibrant district that supports significant pedestrian activity and associated amenities . This project is intended to be complete within 10 months . PROJ ECT UNDERSTANDING Two key economic development issues identified for the city include Connectivity and Place- Making and Supporting the Growth of Small and Midsize Businesses . Both key issues can be addressed through the implementation of Project 3. By providing a new Zoning District that limits the size of development, the Innovation District will provide space for technology , "maker economy" businesses, and small start-up and medium-s ized businesses that are focused on the development of new technologies and services . As part of the project, an upper limit for development will be established in the range of 20 ,000 to 100,000 square feet. Design standards will establish requirements that ensure a vibrant pedestrian-and bicycle-oriented area , particularly on-site amenities such as food trucks , mobile services, restaurants, cafes, and a pedestrian tra il network, but also standards that allow for future conversion of existing uses . Potential programs envisioned for the Innovation District include a shuttle service linking key nodes as well as educational programs with local schools that engage students with the technologies and innovations developed by District businesses . The Vision Plan will include two phases of future development. The fi rst phase will be able to proceed afte r endorsement of the Vision and accompanying CEQA review by the City Council ; the second phase will require a greater analysis and envi ronmental review of potentially greater changes that support the Vision. These could include the development of a new zon ing district requi r ing the amendment of the Zoning Code and Zoning District Map; a review of the City 's existing General Plan Land Use allocations ; parking regulations ; and other development implication associated with a greater land use mix in support of the Vision . Based on the information currently available , M-Group envisions that for Phase I of the Vision , compliance with CEQA would require the preparation of an Initial Study to determine if any significant or unmitigated impacts to the env ironment would be expected. This preliminary determination will be reviewed on an on-going basis to ensure compliance with CEQA. Depending on the exact nature of the Vision, M-Group envisions that environmental review of Phase I of the Vision will result in a negative declaration that is tiered off the previously certified Environmental Impact Report (EIR) for the General Plan . SCOPE OF WORK TASK 1 -KICK-OFF MEETING M-Group will meet with City staff to confirm the primary objectives of the Innovation District. The meeting will also include discussion of the project website , the community engagement strategy , and identification of project timeline milestones . Strategic Economics will meet with M-Group and City staff to review the scope of work and project objectives, and discuss the project schedule including outreach to Bubb Road property owners and other potential stakeholders. TASK 2 -COMMUNITY ENGAGEMENT Subtask 2 .1 -Project Website Development M-Group will develop a project webpage in coordination with development of project webpages for the Mobile Vendors and Incubator & Accelerator Space 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 w ithin the City's existing website . Colo rs, 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 min imum 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 will prepare a tailored outreach strategy for the Innovation District 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 . M-Group will prepare all the materials and presentations fo r the website and community meeting for approval by city staff. This Scope of Work assumes that City staff w ill take the lead on meeting notifications and logistics . Subtask 2.3 -Outreach Strategy M-Group will prepare a strategy and talking points to describe the goals and parameters of the Innovation District. This will allow for engagement with specific groups and organizations in Cupertino that may have an interest in and concerns about implementation of the Innovation District. This outreach will include , but is not limited to , the Restaurant Assoc iation, the Chamber of Commerce and; select property owners . Task 2 Deliverable: Project Webpage (in coordination with Projects 1 and 2); Memorandum outlining the Community Engagement Strategy; and, Memorandum outlining the Outreach Strategy to Business Community. TASK 3 -DEVELOP DISTRICT STANDARDS Subtas k 3.1 -Background Research M-Group will conduct research on similar development in other communities to develop an understanding of the types of uses that will be allowed as part of the Innovation District. Subtask 3.2 -Community Workshop M-Group will plan for and facilitate a community meeting to provide an initial concept and vision for the Innovation District. The primary purpose of this community meeting is to gather community comments on the initial concept of the District. The M-Group team will provide all appropriate materials and presentation to help facilitate the workshop. City staff will be responsible for meeting logistics . City staff will assist with staffing of workshop facilitation . Subtas k 3.3 -Outreach Interv iews M-Group will conduct i nterviews with various members of the business community to discuss the goals of an Innovation District and to register concerns or potential issues. Su btask 3.4 -Allowed Uses M-Group will develop a detailed list of potential uses that could be part of an Innovation District that enable it to be an active part of the city with a dynamic range of activities that complement the businesses that locate in the district. Potential uses could include restaurants, cafes, gyms or health clubs, and various other retail or service uses . Sub ta s k 3.5 -Dev elopment Standards M-Group will prepare development standards and urban design guidance for the district to ensure an active, safe, and attractive public realm. Subtask 3.6 -Meeting with City Staff M-Group will meet with City staff to review the draft Innovation District Standards. Su btas k 3.7 -Revisions to District Sta ndards M-Group will revise the Innovation District Standards in advance of the feasibility analysis in Task 4 . Task 3 Deliverables: Workshop materials (e .g ., base maps, posters, agendas, comment cards, sign-in sheets, and summaries); Draft Innovation District Standards and Revised Draft District Standards. TASK 4 -FEASIB ILITY ANALYSIS Subtas k 4 .1 -Feasibility Analys is Strategic Economics will evaluate the economic v iability of establishing an "Innovation District" in the Bubb Road area (roughly bounded by Stevens Creek Boulevard on the north , McClellan Road on the south, Highway 85 on the east, and Imperial Avenue on the west). This task will include the following components : • Property Owner, Tenant , and Broker Interviews : Strategic Economics will conduct interviews with Bubb Road property owners , tenants , and/or real estate brokers to discuss 1) current conditions in the Bubb Road area, including building floor plates , tenant improvements , average rents, and existing tenant mix ; and 2) opportunities , threats , and needs for supporting the a rea 's long-term success. City staff will assist in identifying and contacting property owners, tenants, and real estate brokers for interviews . • Maker Space and Innovation District Case Studies: Working with City staff, Strategic Economics will identify two to three case studies of buildings or districts that have successful attracted "makers" and other small to midsize industrial companies . For example, these could include "The Gate " in San Leandro , Alameda Point Studios , and/or the Fremont Innovation District. Strategic Economics will profile each innovation district, providing findings from interviews with key informants (city staff, tenants , brokers , property owners , etc .) and summarizing their attributes , including building characteristics , tenants , infrastructure, amenities , lease rates , and land use regulations . • Memorandum Report: Strateg ic Economics will draft a memorandum report summarizing highlights from the interviews , the results of the case studies , opportunities and challenges, and next steps for establishing an innovation district that is targeted to makers and incubators at Bubb Road . Subtas k 4.2 -Incorporation of Feasibility Analysis After a discussion with City staff regarding any necessary changes due to the Feasibility Analysis , M-Group will revise the Second Revised Draft Innovation District Standards and post to the project web site . Task 4 Deliverables: Task 4. 1 Memorandum Report, one draft and one final and project web page updates. TASK 5 -COMMUNITY INPUT M-Group will plan for and facilitate a community meeting to provide an overv iew of the Innovation District , including potential boundaries , allowed uses and standards for development. The M- Group team will provide all appropriate materials and presentation to help facilitate the workshop . City staff will be responsible for meeting logistics. City staff will assist with staffing of workshop facilitation . Task 5 Deliverables: Workshop materials (e .g ., base maps, posters, agendas, comment cards, sign-in sheets, and summaries). TAS K 6 -REVISED VISION PLAN Su btask 6.1 -Re vi sed V ision Plan and District Standards Based on input received from community members , and in conjunction with City staff, M-Group will rev ise the Vision Plan and associated policies and des ign standards in advance of environmental review . Sub tas k 6.2 -City Staff Rev iew M-Group will provide City staff with the revised Vision Plan for review and comment. Task 6 Deliverable: Revised Innovation District Vision Plan . TASK 7 -CEQA COMPLIANCE Subtas k 7 .1 -CEQA Task Management and Preparation of Project Description The CEQA Task Manager will provide day-to-day coordination with the M-Group Project Manager and City staff. This task includes ongoing coordination with the M-Group Project Manager and CEQA Task Manager throughout the environmental review process . After the details of the Innovation District are finalized , a draft project description will be prepared and will be coordinated to confirm the scope and detail prior to conducting the environmental analysis. Su btas k 7.2 -Preparation of Draft Initial Study /Negative Declaration (IS /ND) M-Group will prepare a comprehensive IS/ND that meets the provisions of CEQA. The discussion will provide a characterization of the existing physical and regulatory setting , and an analys is of potential impacts due to mod ifications to the zon ing code and zoning map . During the course of analysis, if it is determined that any impacts require mitigation or are potentially significant and cannot be mitigated to a less than significant level , a refined scope of work and budget will be warranted requiring the preparation of a more detailed M itigated Negative Declaration or EIR. Once complete , M-Group will provide the adm inistrative draft IS/ND to City for internal review and comment. Subtask 7.3 -Public Review Draft In itial Study/Negative Declaration Based on City staff's comments on the Draft IS/ND , M-Group will prepare the Public Review Draft of the IS/ND . M-Group will also prepare the draft Notice of Availability/Notice of Intent to Adopt the IS/ND for City staff review. Once the City 's comments have been fully add ressed, M-Group will be prepare the public review draft for City distribution. Subtask 7.4 -Re v iew of Pub lic Comments and Preparation of Responses M-Group will review any comments received during the 20-day public comment period and will coordinate any responses with City staff as needed to address the concerns of the commenters and the City's decision makers . Any responses to the received comments will be incorporated into the staff report for the recommending and decision-making bodies . Su btas k 7 .5 -Preparation of the Notice of Determination M-Group will prepare the Notice of Determination (NOD) for the project following adoption/certification action by the City Council. The City will be responsible for filing the NOD with the County Clerk and for the associated filing fee . Task 7 Deliverable: As part of this Task, M-Group will produce the following deliverables : • Administrative Draft Project Description in an electronic format for City staff review. • One electronic copy of the IS/ND in a pdf format. • One copy of the Draft Notice of Availability/Not ice of Intent to Adopt for City staff rev iew and publication. • Twenty (20) copies of the Public Review Draft of the IS/ND , plus one electron ic copy . • One electronic copy of Publ ic Comments and Responses in a Word format. • One electronic copy of the NOD in a pdf format. TASK 8 -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 t ime and materials basis. M-Group will prepare a PowerPoint presentation for use before the Planning Commission and City Council. This task assumes that only mino r revisions will be needed to update the PowerPoint presentation for the City Council. Strategic Economics will attend one City Council meeting or study session to present key findings from the economic feas ibil ity research . Additional public meetings beyond the one anticipated would be charged on a time and materials basis. Task 8 Deliverables: Staff report summarizing the Innovation District, including associated CEQA documentation; PowerPoint presentation on key findings from the economic feasibility findings . 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 seventy-one thousand, one hundred twenty-three dollars ($71 ,123), 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. Not to Exceed Amount Innovation District Vision Plan Task Task Description M-Group Strategic Economics Task Total 1 Kick-Off Meeting $880 $743 $1,623 2 Community Engagement Strategy $3,170 $3 ,170 3 Draft Vision Plan $19,840 $19 ,840 4 Feasibility Analysis $1,980 $12,710 $14,690 5 Community Input $5,000 $5,000 6 Revised Vision Plan $6,220 $6,220 7 CEQA Compliance $11,490 $11,490 8 Public Hearings $4,880 $3,210 $8,090 Reimburseable Expenses $900 $100 $1,000 PROJECT TOTAL $54,360 $16,763 $71,123 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: ' (I) Workers' Compensation: Statutory coverage as required by the State of California. (2) 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 BRErTD AC:ORDn CERTIFICATE OF LIABILITY INSURANCE I DATE (MM /DD IYY YY) ~ 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(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 endorsement(s). PRODUCER License# 0252636 ~~~tc T Adnan Shaikh United Agencies PH ONE I FAX 2075 De La Cruz Blvd fA/C No Ex tl : (A/C No): Santa Clara, CA 95050 !oMifJ~ss : adnan@gsisol.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Ohio Security Insurance Company 24082 INSURED INSURER B ,American Fire and Casualty Company 24066 . Metropolitan Planning Group DBA 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 CERTI FY TH AT THE POLI CIES OF IN SURA NCE LI STED BEL OW HAV E BEE N ISSUED TO THE INSURED NAM ED AB OVE FOR THE POLI CY PERIOD INDICATED . NOTWITHSTANDIN G AN Y RE QU IREME NT, TERM OR CON DITI ON OF A NY CONT RAC T OR OTHER DOC UMENT WITH RESPECT TO WHI CH THIS CERTIFI CA TE MAY BE ISSUED OR MAY PERTA IN, THE IN SURA NCE A FFO RDED BY THE POLI CIE S DE SC RIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCL USIONS AND CONDITIONS OF SUCl-j PO_J..ICIES . LI MIT S SH QvyN MAY HAV E BEEN REDU CED BY PA ID CLAI MS . INSR I LTR TYPE OF INSURANCE 17:sDL l:,uBR INSD WVD POLICY NUMBER I POLIC Y EFF I POLI CY EXP (M M/DD IY YYY) (M M/DD IY YYY) LIMITS A f "'"'" G"'MC '"""" I I EACH OCCURRE NCE $ 2,000,000 CLA IMS -MADE 0 OCCUR BKW56609535 04/09/2017 04/09/2018 1DAtvfAcfET O'lrnmTI $ 500,000 PR EMISES !Ea occurrence) MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 2,000,000 I GE N'L AGGREGATE LI MIT APPLIES PER : GE NERAL AGGREGA TE $ 4,000,000 Fl PO LI CY 0 'lr8r D LOC PRODUCTS -COMP/OP AGG $ 4,000,000 OTH ER: $ ~°"o"" '"""" I 04/09/2017 1 04/09/2018 . COMB INED SING LE LI MIT $ 1,000,000 (Ea acc ident) A ANY AUTO BKW56609535 BO()IL Y INJU RY (Per person) $ ,u OW<W ~ so ,,oo c,o BOD IL Y IN JURY (Per accident) $ AU TO S AUTO S HI RED AUTOS X ~3f~WNED PROPERTY DAMAGE $ (Pe r accid ent) I $ X UMBRELLA LIAB M OCCUR 04/09/2017 1 04/09/2018 EACH OCCURRE NCE I s 1,000,000 f-- B EXCESS LIAB CLA IMS-MA DE ESA56609535 AGG REGA TE $ 1,000,000 DED I X I RETENTI ON$ 0 I $ WORKERS COMPENSATION X / ~~fTu TE I I OTH - AND EMPLOYERS' LIABILITY ER YIN A ANY PROPR IE TOR/PARTNER/E XECU TI VE D XWS56609535 04/09/2017 04/09/2018 E.L. EACH ACC IDEN T $ 1,000,000 OFFICER/M EMB ER EXCLUDED? N /A (Mandat ory in NH) E.L. DIS EAS E -EA EMP LOYEE $ 1,000,000 If yes, desc ribe unde r DESCR IPTI ON OF OP ERATI ONS below E.L. DISEASE -PO LI CY LI MIT $ 1,000,000 C Professional E&O SP1552662C 04/09/2017 04/09/2018 Per Claim 3,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHI CLES (AC ORD 101 , Ad diti onal Rema rks Schedule, may be att ac hed if more spa ce Is requ ired) City , its City Council, boards and commissions, officers, employees and volunteers are nam ed 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 writte n notice to the City of Cupertino by certified mail. CERTIFICATE HOLDER CANCELLATION SHOULD AN Y OF THE ABOVE DE SC RIBED POLICIES BE CANCELLED BEF ORE CITY OF CUPERTINO THE EXPIRATION DATE THEREOF , NOTI CE WILL BE DELIVERED IN ACCORDANCE WITH THE POLI CY PROVI SI ON S. 10 300 Torre Ave. Cupert i no, CA 95014 AU TH OR IZED RE PRESEN TATI VE 1W I l2z__ © 1 988 -201 4 A CO R D C O RP O RATIO N. A ll ri g hts reserved . ACORD 25 (201 4/01) Th e ACORD name and logo are r eg istered m a rks of ACORD POLICY NUMBER: BKW56609535 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 en d orsement 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 PE RSON OR ORGANIZATION WIT H WHOME THE INSURED HAS AG REED BY WRI TT EN CONTRAC T TO PE RFORM S ERVIC ES WIT HIN THE TER MS AND CONDITIONS OS THIS POLICY TO WHICH THIS FORM IS ATTACHED Location And Description Of Completed Operations CITY PLANN I NG S ERVICES ALL LOCATIONS Information required to compl ete this Schedule, if not sho w n abo ve , w ill be shown in th e De cl arat ions . A. Section II -Who Is An Insured is amended to in cl ude as an additional insured t he 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 "yo u r w ork" at the location des- ignated and described in the Schedule of this endorsement perform ed for that add itional insured and included in the "products-com- pleted operations ha zard ". However: 1. Th e insurance affo rded to such add it ional insured only applies to the extent permit- ted by law; and 2. If coverage provided to th e additional in- sured is requi red by a contract o r agree- ment , the insura nce affo rde d to su c h ad di ti o nal ins ured w ill not be b ro ad er than tha t wh ich yo u are requ ire d by the contrac t or agreement to provide for such additi onal insu red. B. Wi t h respe ct to t he i nsurance afforded to these addit ional insureds , the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract o r 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. Ava i lable und er th e appl icable Limits of Insurance shown in the Declarat ions ; whicheve r is less. This endorsement sh a ll not increase the ap- plicable Limits of Insurance shown in the Dec- larations . CG 20 37 04 13 © Insurance Services Office , Inc ., 2012 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 PERSON OR ORGANIZATIO N WITH WH OME THE I NSURED HAS AGREED BY WRITTEN CONTRACT TO PERFOR M SERVICES WITHIN THE TER MS AN D CON DI TI ON S OS THIS POLICY TO WHICH THIS FOR M IS ATTACHED (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 endorsement , the provisions of th e policy apply unless modified 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 Lib ert y Mutu al In sura nce CG 88 83 04 12 Includes copyrighted materia l of Insurance Serv ices Office , Inc ., with its permission . Page 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 $ 250 Schedule Person or Organization ANY INDIVIDUAL OR ORGANIZATION THAT REQUIRES TH E WAIV ER 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 Insurance Company Ohio Security Insurance Company Endorsement No. 0004 Premium 19291 Countersigned by A dn,an_, S!&u;6£ WC 99 06 79 (Ed. 01-13) © 20 13 Liberty Mutual In surance In cludes copyrighted material of WC IRB,with its permission.