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25-017 TJKM for HSPI Roadway Safety Improvement Project ST 068 - 2025-410
TJKM for HSPI Roadway Safety Improvement Project ST 068 1 of 11 Design Professional Agr (Single) / Dec 2024 DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH TJKM TRANSPORTATION CONSULTANTS 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and TJKM Transportation Consultants (“Consultant”), a Corporation for HSPI Roadway Safety Improvement Project ST 068 (“Project”), and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant’s written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected by City. Consultant further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal (“Additional Services”). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to “Services” in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement, the Scope of Services, and Consultant’s Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 2.3 Consultant’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by consultant pursuant to this agreement. TJKM for HSPI Roadway Safety Improvement Project ST 068 2 of 11 Design Professional Agr (Single) / Dec 2024 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on December 31, 2026, unless terminated earlier as provided herein (“Contract Time”). The City’s appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City’s Notice to Proceed (“NTP”), and must complete each task within the time specified in Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $61,000.00 (“Contract Price”), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant $61,000.00 (“Price”) for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Price is inclusive of all time and expenses, including, but not limited to, sub-Consultants’ costs, materials, supplies, equipment, travel, taxes, overhead, and profit. Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge (“Reimbursable Expenses”). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $0.00 Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance with the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for Reimbursable Expenses only. Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the Amount due for the preceding month. City will pay Consultant within thirty (30) days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of TJKM for HSPI Roadway Safety Improvement Project ST 068 3 of 11 Design Professional Agr (Single) / Dec 2024 completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in thirty (30) minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker’s compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its sub- Consultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City’s reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any sub-Consultants that they are properly licensed, registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License, if required by the Cupertino Municipal Code. 5.4 Sub-Consultants. Unless prior written approval from City is obtained, only Consultant’s employees and sub-Consultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all sub-Consultants to furnish proof of insurance for workers’ compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all sub-Consultants relative to the portion of their work. 5.5 Tools, Materials, and Equipment. Consultant will supply and shall be responsible for all tools, materials, and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement TJKM for HSPI Roadway Safety Improvement Project ST 068 4 of 11 Design Professional Agr (Single) / Dec 2024 or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney’s fees incurred by City in connection with the above. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its sub-Consultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time, Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium, prepared by Consultant under this Agreement (“Work Product”), will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to a third-party without prior written approval by City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its sub-Consultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not “works for hire,” Consultant hereby assigns to City all copyrights to the Work Product when and as created, and shall require sub-Consultants to do the same. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. TJKM for HSPI Roadway Safety Improvement Project ST 068 5 of 11 Design Professional Agr (Single) / Dec 2024 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and its sub-Consultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City’s re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant’s performance, benchmarks, and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four (4) years from the date of City’s final payment. 8.2 Consultant will provide City full access to Consultant’s books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or audit of Consultant’s records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section 8 survives the expiration/termination of this Agreement. 8.3 Consultant acknowledges that certain documents generated or received by Consultant in connection with the performance of this Agreement, including but not limited to correspondence between Consultant and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Consultant shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT 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 will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means fifty percent (50%) or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. TJKM for HSPI Roadway Safety Improvement Project ST 068 6 of 11 Design Professional Agr (Single) / Dec 2024 10. PUBLICITY / SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one (1) year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews, and newspaper articles. No signs may be posted, exhibited, or displayed on or about City property, except signage required by law or this Agreement, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City as follows: a. Indemnity for Design Professional Liability: With respect to the performance of design professional services by a design professional as defined in California Civil Code Section 2782.8, to the fullest extent permitted by law, Consultant shall indemnify and hold harmless City, its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liabilities, claims, damages, losses, costs, or expenses (including, without limitation, costs, attorneys’ fees, and expert fees of litigation and alternative dispute resolution) of every nature to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, servants, agents, or subcontractors (collectively and/or individually “Consultant”), in the performance of this Agreement or failure to comply with any obligations of the Agreement. If it is finally determined (through a non-appealable judgment or an agreement between City and Consultant) that liability is caused by the comparative negligence or willful misconduct of City, then Consultant’s indemnification and hold harmless obligation shall not exceed Consultant’s finally determined percentage of liability based upon the comparative fault of Consultant. Irrespective of any language to the contrary in this Agreement, the Consultant has no duty to provide or to immediately pay for an up-front defense of City against unproven claims or allegations, but shall reimburse those litigation costs and expenses (including, without limitation, attorneys’ fees, and expert fees) incurred by the City to the extent caused by the negligence, recklessness, or willful misconduct of Consultant. In no event shall the cost to defend charged to Consultant exceed Consultant’s proportional percentage of fault, except as described in Section 2782.8(a) and (e) of the California Civil Code. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement, or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant’s negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City’s choice, expert fees, and all other costs and fees of litigation. c. Claims for Other Liability. Except as provided in subsections 11.1(a) and (b), to the fullest extent permitted by law, Consultant shall hold harmless, defend (with counsel agreed to by City), and indemnify City and its officers, officials, agents, employees, and volunteers TJKM for HSPI Roadway Safety Improvement Project ST 068 7 of 11 Design Professional Agr (Single) / Dec 2024 (collectively and/or individually “City”) from and against any and all liability, claim, loss, damage, expense, costs (including, without limitation, costs, attorneys’ fees, and expert fees of litigation) of every nature arising out of, related to, or in connection with the performance of work hereunder by Consultant or any of its officers, employees, servants, agents, or subcontractors, or the failure of the same to comply with any of the obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or sole willful misconduct of the City. Consultant’s duty to defend applies immediately, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend as stated herein. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute, or lawsuit arising out of this Agreement. Consultant’s duties herein are not limited to or subject to the Contract Price, to Workers’ Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant’s indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant’s payments to cover moneys due to City. 11.4 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Consultant in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.5 This Section 11 shall survive expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant’s expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant’s ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, rule or regulation. TJKM for HSPI Roadway Safety Improvement Project ST 068 8 of 11 Design Professional Agr (Single) / Dec 2024 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a “public works” component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City’s Labor Compliance Program and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Consultant shall comply with all anti-discrimination laws, including Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777, and 3077.5. Consistent with City policy prohibiting it, Consultant understands that harassment and discrimination by Consultant or any of its sub-Consultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. Consultant agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of Title 2 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. A violation of this Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City’s Project Manager for all purposes under this Agreement will be Jason Wong, who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City’s reasonable approval, Consultant’s Project Manager for all purposes under this Agreement will be Nayan Amin, who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City’s Project Manager on the Project status, progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. TJKM for HSPI Roadway Safety Improvement Project ST 068 9 of 11 Design Professional Agr (Single) / Dec 2024 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant’s final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within thirty (30) days of Consultant’s final invoice. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. 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). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This Section 18 survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant, or condition or a subsequent breach, whether of the same or a different character. TJKM for HSPI Roadway Safety Improvement Project ST 068 10 of 11 Design Professional Agr (Single) / Dec 2024 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of this main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino: Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention:Jason Wong Email: jasonw@cupertino.gov To Consultant: TJKM Transportation Consultants 4305 Hacienda Dr., Suite 550 Pleasanton, CA 94588 Attention: Nayan Amin Email: namin@tjkm.com TJKM for HSPI Roadway Safety Improvement Project ST 068 11 of 11 Design Professional Agr (Single) / Dec 2024 27. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein, and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CITY OF CUPERTINO TJKM TRANSPORTATION CONSULTANTS A Municipal Corporation By Name Title Date By Name Title Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Nayan Amin Nayan Amin President 02/11/2025 Christopher D. Jensen Jimmy Tan Jimmy Tan Assistant Director of Public Works 02/11/2025 2/11/25 City of Cupertino EXHIBITS ST 068 Roadway Safety Improvement – HSIP Project – TJKM Transportation Consultants EXHIBIT A SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the ST 068 Roadway Safety Improvements – HSIP Project. SECTION 1. GENERAL A. General PROJECT Description: The PROJECT involves installing dynamic/variable speed warning signs (R26) and high friction surface treatment (R21) to the various roadway locations listed below: Roadway Segment R21 R26 Notes** 1 De Anza Blvd: Pacifica Drive to Homestead Road ● Both sides off I-280 2 Homestead Road: Fallen Leaf Lane to Wolfe Road ● Both sides off I-85 3 Wolfe Road/Miller Ave: Homestead Rd to Bollinger Rd ● Curves near Calabazas Creek 4 Bollinger Road: Lawrence Expressway to De Anza Blvd ● ● 5 McClellan Road: Imperial Ave to Stelling Road ● ● 6 Bubb Road: Stevens Creek Blvd to Columbus Ave ● 7 Mariani Ave: Bandley Drive to Infinite Loop ● Curves to the east of De Anza 8 Tantau Ave: Forge Drive to Pruneridge Ave ● ● 9 Blaney Ave: Homestead Road to Stevens Creek Blvd ● 10 Rainbow Drive: Bubb Road to Stelling Road ● 11 Rainbow Drive: De Anza Blvd to Stelling Road ● 12 McClellan Road: Byrne Ave to Stevens Canyon Road ● 13 Miller Ave: Bollinger Road to Stevens Creek Blvd ● 14 Stelling Road: McClellan Road to Prospect Road ● 15 Valley Green Drive: Stelling Road to Beardon Drive ● 16 Calvert Drive: Stevens Creek Blvd to Tilson Ave ● 17 Mary Ave: Parkwood Drive to Meteor Drive ● CONSULTANT shall thoroughly evaluate each road segment, review full details of the HSIP application, and exercise sound professional judgment to determine exact limits of the high friction surface treatment and locations for the dynamic/variable speed warning signs. B. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. City of Cupertino EXHIBITS ST 068 Roadway Safety Improvement – HSIP Project – TJKM Transportation Consultants 2. The CITY’s Department of Public Works shall manage the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY’s Director of Public Works or his/her authorized designee (hereinafter collectively “CITY”) only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 4. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. CONSULTANT shall not substitute any team members without the prior approval of the CITY. 5. CONSULTANT’s services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance included in EXHIBIT B, may be adjusted by mutual agreement. SECTION 2. TASKS Phase 1: Field Work, Mapping, Preliminary Engineering, and Project Management TASK 1.1: Project Management TJKM will manage the schedule and budget throughout the duration of the project. TJKM will prepare the schedule in Microsoft (MS) Project software format and will perform updates to the schedule at the kickoff meeting and each progress meeting. TJKM will conduct our own Quality Assurance/Control over our work products prepared for the City. TJKM will maintain frequent and timely communication with the City during the design and construction phase of the project to ensure project objectives are being met. Deliverables: • Kick-Off Meeting Notes • Updated Schedule TASK 1.2: Data Collection Identify all the proposed locations that were prepared as part of the HSIP application and to make sure no locations need to be revised. TJKM will then perform a field investigation to determine the existing conditions at each project location. This includes a visual identification of the existing pavement to determine if any extra work will be required by the contractor for the high friction surface treatment. TJKM will also use the field visit to determine the proper location of the speed feedback signs. All photos taken during the field visit will be provided to the City. Deliverables: • Field Investigation Photos City of Cupertino EXHIBITS ST 068 Roadway Safety Improvement – HSIP Project – TJKM Transportation Consultants TASK 1.3: Prepare Base Maps Using AutoCAD aerial imagery, TJKM will prepare the base maps for each project location. TJKM will also incorporate the existing conditions noted in the field when preparing the base maps for each location. Base maps will include all the existing equipment and conditions in the field that will affect the proposed equipment including existing striping, signs, curb lines, sidewalk, or other relevant equipment. TASK 1.4: Preliminary Engineering TJKM will prepare the preliminary engineering plans based on the field investigation and base maps that were prepared. TJKM will develop the plans in AutoCAD format and to scale. The plans will comply with the City of Cupertino, Caltrans 2024, American Association of State Highway and Transportation Officials (AASHTO) and California Manual on Uniform Traffic Control Devices Standards. At this stage, TJKM will note all proposed equipment locations in addition to all equipment removal that will be required. The proposed improvements will match the HSIP grant application locations. Deliverables: • Preliminary Engineering Plans and Estimate TASK 2: Final Design TASK 2.1: 90% Plans, Specifications & Estimates Upon receipt of one set of comments on the preliminary plans and estimate from the City, TJKM will incorporate the comments into the 90% submittal. TJKM will hold a comment review meeting to clarify comments provided. As part of the 90% submittal, TJKM will develop a detailed 90% PS&E clearly noting all improvements, addressing City comments, adding in detail sheets, and other relevant items for complete plan set. TJKM will also provide the first set of specifications to the City. Update the engineer’s estimate to include all materials and items of work required based on comments received. TJKM to develop a response to comments matrix noting how each comment is addressed. Deliverables: • 90% Plans (pdf), specifications (word), and estimates (work/excel). • Response to Comment Matrix TASK 2.2: 100% Plans, Specifications & Estimates Upon receipt of one set of comments on the 90% plans from the City, TJKM will incorporate the comments into the final submittal. TJKM will hold a comment review meeting to clarify comments provided. As part of the final submittal, TJKM will develop a detailed final PS&E set that includes all details necessary for construction and addressing City comments. Within three weeks of receiving the City comments, TJKM will provide the final PS&E package. City of Cupertino EXHIBITS ST 068 Roadway Safety Improvement – HSIP Project – TJKM Transportation Consultants Deliverables: • Final Plans in AutoCAD and PDF format signed and stamped • Final Specifications in Word Format • Estimate in PDF format • Response to Comment Matrix Task 3: Bid and Construction Support TJKM will provide support during the bidding process on the following items: • Respond to Request for Information (RFI) during project advertisement period and log questions and responses • Prepare project addenda at direction of the City (assumed three in our level of effort) TJKM will also provide support during the construction process on the following items: • Attend pre-construction meetings, construction meetings, and jobsite meetings over the course of the construction schedule, as needed • Respond to RFI about plans and specifications, approximately 15 RFI • Prepare a master submittal list and provide review and approvals of all Contractor submittals • Prepare any plan and specifications attributed to errors or omissions at no cost to the City Once the contractor finishes construction, TJKM will prepare the final record drawings. Deliverables: • Tabulated Response to RFI • Addendums, as necessary • Plans and Specifications revisions, as necessary • Final Record Drawings including AutoCAD files City of Cupertino EXHIBITS ST 068 Roadway Safety Improvement – HSIP Project – TJKM Transportation Consultants EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by December 31, 2026. This Schedule of Performance establishes the milestones for commencement and completion of the Tasks as specified in Exhibit A, Scope of Services. TASK # TASK DESCRIPTION TASK SCHEDULE 1.1 Kick-Off Meeting Within 2 weeks following NTP 1.4 Preliminary Engineering 12 weeks following Kick-Off Meeting 2.1 90% PS&E 3 weeks following receiving comments from City on task 1.4 2.2 100% PS&E 3 weeks following receiving comments from City on task 2.1 3 Bid and Construction Support During Construction City of Cupertino EXHIBITS ST 068 Roadway Safety Improvement – HSIP Project – TJKM Transportation Consultants EXHIBIT C COMPENSATION Capitalized terms which are defined in the Agreement have the same meaning in this Exhibit C. This Exhibit C on Compensation supplements the provisions of Section 4 of the Agreement on Compensation. 1. BASIC SERVICES BUDGET SCHEDULE A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services, and reimbursable expenses, shall not exceed SIXTY-ONE THOUSAND DOLLARS ($61,000.00). CONSULTANT agrees that it shall perform all the services set forth in Exhibit A of this AGREEMENT, inclusive of reimbursable expenses, for the maximum not to exceed amount of SIXTY-ONE THOUSAND DOLLARS ($61,000.00). B. Method of Payment The method of payment for this AGREEMENT will be based on actual cost. CITY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work. CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved CONSULTANT’S Cost Proposal, unless additional reimbursement is provided for by AGREEMENT amendment. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds CITY’s approved overhead rate set forth in the Cost Proposal. In the event, that CITY determines that a change to the work from that specified in the Cost Proposal and AGREEMENT is required, the AGREEMENT time or actual costs reimbursable by CITY shall be adjusted by AGREEMENT amendment to accommodate the changed work. The maximum total cost as specified in Paragraph “A” above shall not be exceeded, unless authorized by AGREEMENT amendment. The indirect cost rate established for this AGREEMENT is extended through the duration of this specific AGREEMENT. D. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows in the following attached Cost Proposal from the CONSULTANT. □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ □ Local Assistance Procedures Manual Exhibit 12-F Cost-Effectiveness Determination/Public Interest Finding/A&E Noncompetitive Exhibit 12-F: Cost-Effectiveness / Public Interest Finding / A&E Noncompetitive COST-EFFECTIVENESS / PUBLIC INTEREST FINDING for CONSTRUCTION CONTRACTS COST-EFFECTIVENESS DETERMINATION REQUIRED PUBLIC INTEREST DETERMINATION REQUIRED Use of force account (23 CFR 635.204, 205)* Use of publicly owned equipment (23 CFR 635.106) Other*: ___________________________________ * Requires Caltrans District approval Use of publicly furnished materials (23 CFR 635.407) Use of contracting method other than competitive bidding (23 CFR 635.104/204)* Use of mandatory borrow/disposal sites (23 CFR 635.407) Advertising period less than 3 weeks (23 CFR 635.112)* Other*: _______________________________________ NON-COMPETITIVE DETERMINATION for A&E CONTRACTS Use of non-competitive negotiated consultant contracts (23 CFR 172.7) (a) (3)* (Must select one of the limited circumstances) MUST MEET ONE OF THE FOLLOWING LIMITED CIRCUMSTANCES: Service is available only from a single source There is an emergency which will not permit the time necessary to conduct competitive negotiations After solicitation of a number of sources, competition is determined to be Inadequate FEDERAL-AID PROJECT CLASS OF FEDERAL FUNDS: IM NH STP OTHER: ID DIST-CO-RTE-PM ESTIMATED COST FEDERAL FUNDS PROJECT SPECIFIC MULTIPLE PROJECTS REGIONAL/DISTRICTWIDE STATEWIDE GENERAL LOCATION GENERAL DESCRIPTION OF WORK REASONS THAT REQUESTED APPROVAL IS CONSIDERED (STATE): REMARKS (STATE) : PREPARED/APPROVED BY LOCAL AGENCY’S REPRESENTATIVE REPRESENTATIVE NAME AND TITLE: Date: *APPROVED BY DISTRICT LOCAL ASSISTANCE ENGINEER (DLAE) DLAE NAME: Date: Distribution: (1) Local Agency File - Original; (2) DLAE - Copy; (3) Caltrans Project Manager - Copy if on the SHS Page 1 of 2 January 2023 4 4 No Federal Funds Only State Funds No Federal Funds Only State Funds No Federal Funds Only State Funds No Federal Funds Only State Funds 4 17 Roadway Corridors Install dynamic speed warning signs and high friction surface treatment The advertisement period for this RFP was for 5 weeks from November 5, 2024 to December 10, 2024 and the City only received one proposal. During this period, BKF Engineering requested clarifications on the estimated cost of the consultant contract, which was stated to be around $50,000. Due to the low value of this consultant contract, BKF Engineering stated they will not be submitting a proposal. 5 weeks of advertisement is more than a sufficient time period; however, the low value of this contract might have deterred consultants from submitting a proposal. Staffing shortages does not allow the City to design in-house. The City will review the only proposal and if deemed qualified, will proceed with cost negotiations. Jason Wong, Senior Civil Engineer 12/16/2024 Local Assistance Procedures Manual Exhibit 12-F Cost-Effectiveness Determination/Public Interest Finding/A&E Noncompetitive Exhibit 12-F: Cost-Effectiveness / Public Interest Finding / A&E Noncompetitive Instructions 1. Check appropriate box under “Cost-Effective Determination Required” or “Public Interest Determination Required” for construction contracts. If “Use of non-competitive negotiated consultant contract” for A&E contracts is checked, select one of the limited circumstances provided. 2. Check “Class of Federal Funds” as follows: IM-Interstate Maintenance, NH-National Highway, STP State Transportation Program, Other (all other classes). 3. Provide the Federal-aid Project ID number in first column. 4. Identify Caltrans District-County-State Route-Post Mile, or City and street in second column. 5. List Estimated Cost of the portion of the project subject to this PIF. 6. List the amount of the Federal Funds in the portion of the project subject to this PIF. 7. Describe “General Location” applicable to this PIF. 8. Provide “General Description of Work” affected by this PIF. 9. Explain and give “Reasons that requested approval is considered to be cost-effective, in the public’s best interest, or meet A&E noncompetitive procurement.” Provide cost analysis or comparison as evidence of cost-effectiveness. 10. “Remarks” is for the Local Agency Representative preparing the Finding. 11. Signature, Name, and Title of Local Agency Representative preparing or approving PIF, as appropriate, and Date. 12. Signature and Name of District Local Assistance Engineer approving the PIF, as required, and Date. Page 2 of 2 January 2023 Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Version: August 2024 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Version: August 2024 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 1/22/2025 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 Stefanie Fuller 626-696-1896 certsdesignpro@assuredpartners.com License#:6003745 Travelers Property Casualty Company of America 25674 TJKM000-01 Travelers Casualty and Surety Co of America 31194TJKM dba:TJKM Transportation Consultants 4305 Hacienda Dr.,Suite 550 Pleasanton CA 94588 The Travelers Indemnity Company of Connecticut 25682 2024399221 A X 1,000,000 X 1,000,000 X Contractual Liab 10,000 Included 1,000,000 2,000,000 X Y Y 6800J039683 4/1/2024 4/1/2025 2,000,000 C 1,000,000 X Y Y BA5R185660 4/1/2024 4/1/2025 A X X 5,000,000YCUP0D4518984/1/2024Y 4/1/2025 5,000,000 X 0 A X N Y UB0K938923 4/1/2024 4/1/2025 1,000,000 1,000,000 1,000,000 B Professional Liab &Poll.Liab 106898029 4/1/2024 4/1/2025 $5,000,000 per Claim $5,000,000 Annl Ag The following policies are included in the underlying schedule of insurance for umbrella/excess liability:General Liability/Auto Liability/Employers Liability Project:HSIPSL-5318(034),ST 068 Roadway Safety Improvement -HSIP Project. The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract.General Liability and Auto Liability are Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s). Deductibles:Commercial General Liability Deductible:-0-Automobile Liability Deductible:-0-Excess-Umbrella Liability Deductible:-0-Workers Compensation/Employers Deductible:-0-Professional Liability Deductible:$35,000.CANCELLATION:30 day notice will be sent to the certificate holder. 30 Day Notcie of Cancellation City of Cupertino Department of Public Works 10300 Torre Avenue Cupertino CA 95014 Any person or organization that you agree in a written contract to include as an additional insured on this Coverage Part for "bodily injury" or "property damage" included in the products-completed operations hazard, provided that such contract was signed by you before, and is in effect when, the "bodily injury or "property damage" occurs. Any project to which a written contract with the Additional Insured Person(s) or Organization(s) in the Schedule applies. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5.,Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us,of the prior to any "accident"or "loss",provided that the CONDITIONS Section:"accident"or "loss"arises out of the operations 5.Transfer Of Rights Of Recovery Against Oth-contemplated by such contract.The waiver ap- ers To Us plies only to the person or organization desig- nated in such contract.We waive any right of recovery we may have against any person or organization to the extent CA T3 40 02 15 ©2015 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy #BA5R185660 COMM RCI L AUTOE A T IS ENDORSEMENT CHANGES T E POLICY.PL ASE READ IT CAREFULLY.H H E BLANKET ADDITIONAL INSURED Thi e dorseme t m d fie i surance prov ded under he f l o ing:s n n o i s n i t o l w BUS NE S A TO OV RAGE F RMI S U C E O M TO CA RI R COV RA E F RMO R R E E G O The fo lo ing i added to Parag aphl w s r c.in A.1.,Who be ween you and that pe son or organiza ion,that istrt Is An Insu edr,of SECTION II CO E ED AU OV R T S si ned by yo be o e the "bodi y injury or "prope tyg u f r l " r L ABI I Y CO E AGEI L T V R in the BUSIN SS AUTE O dam ge occur and that is in ef e t during the pol cya " s f c i CO ERAGE FO MVR and Pa agraphr e.in A.1.,Who Is pe iod,to nam as an addi ional insured fo Cov redretr e An Insu edr,of SECT ON II CO ERED AU OIV T S Auto Liabil ty Cov rage,but o ly fo dam ges tos i e n r a L ABI I Y CO ERAGEI L T V in the MOT R CARRIEOR whi h this insurance applie an only to the ex ent ocs d t f CO ERAGE FO MVR,whichev r Co erage Form i that perso 's o o ganizat o 'se v s n r r i n lia il ty fo the co ductb i r n pa t o y ur poli y o anot er "in ured".r f o c :f h s Thi i cl de any perso or organi ation who you ares n u s n z re ui ed unde a written cont a t o ag ee entq r r r c r r m CA 4 37 2 16T 0 ©2016 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of nsurance Services OfIf ce,Inc.with its permis ion.i s Policy:BA5R185660 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this methoo, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis. this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit perioo we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation , and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written not ice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, prooucts or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permiss ion. Policy #6800J039683 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE: b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS: COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection: Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS: ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, we b.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6800J039683 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 (A) POLICY NUMBER: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) 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. The additional premium for this endorsement shall be %of the California workers'compensation pre- mium. Schedule Person or Organization Job Description 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.) Insurance Company Countersigned by DATE OF ISSUE:Page 1 of 1 Any Person or organization for which the insured has agreed by written contract executed prior to loss to furnish this waiver. UB0K938923 Travelers Property Casualty Company of America 1/22/2025 SCHEDULE NONRENEWAL: ADDRESS: POLICY NUMBER:ISSUE DATE: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ENTITY – NOTICE OF CANCELLATION/NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY CANCELLATION:Number of Days Notice of Cancellation: Number of Days Notice of Nonrenewal: PERSON OR ORGANIZATION: PROVISIONS: IL T4 00 12 09 © 2009 The Travelers Indemnity Company Page 1 of 1 ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OR NONRENEWAL OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OR NONRENEWAL OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. A.If we cancel this policy for any statutorily permit- ted reason other than nonpayment of premium, and a number of days is shown for cancellation in the schedule above, we will mail notice of cancel- lation to the person or organization shown in the schedule above. We will mail such notice to the address shown in the schedule above at least the number of days shown for cancellation in the schedule above before the effective date of can- cellation. B.If we decide to not renew this policy for any statu- torily permitted reason, and a number of days is shown for nonrenewal in the schedule above, we will mail notice of the nonrenewal to the person or organization shown in the schedule above. We will mail such notice to the address shown in the schedule above at least the number of days shown for nonrenewal in the schedule above be- fore the expiration date. 30 30 BA5R185660 Policy #: BA5R185660 TJKM for HSPI Roadway Safety Improvement Project ST 068 Final Audit Report 2025-02-11 Created:2025-01-31 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAI38-aAee_j0BXXJ5diUrH4CH2ML8EmUl "TJKM for HSPI Roadway Safety Improvement Project ST 068" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-01-31 - 1:55:09 AM GMT- IP address: 35.229.54.2 Document emailed to Jindy Gonzalez (jindyg@cupertino.org) for approval 2025-01-31 - 1:57:59 AM GMT Email viewed by Jindy Gonzalez (jindyg@cupertino.org) 2025-01-31 - 1:58:08 AM GMT- IP address: 3.232.50.116 Document approved by Jindy Gonzalez (jindyg@cupertino.org) Approval Date: 2025-01-31 - 1:58:20 AM GMT - Time Source: server- IP address: 174.85.102.16 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-01-31 - 1:58:23 AM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-01-31 - 1:58:32 AM GMT- IP address: 52.202.236.132 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-01-31 - 2:06:35 AM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to Nayan Amin (namin@tjkm.com) for signature 2025-01-31 - 2:06:39 AM GMT Email viewed by Nayan Amin (namin@tjkm.com) 2025-01-31 - 3:05:23 PM GMT- IP address: 172.225.88.176 Webmaster Admin (webmaster@cupertino.org) replaced signer Chad Mosley (chadm@cupertino.org) with jimmyt@cupertino.gov 2025-02-10 - 4:29:09 PM GMT- IP address: 64.165.34.3 Email viewed by Nayan Amin (namin@tjkm.com) 2025-02-10 - 6:43:19 PM GMT- IP address: 146.75.154.1 Email viewed by Nayan Amin (namin@tjkm.com) 2025-02-11 - 5:08:15 PM GMT- IP address: 162.225.213.20 Document e-signed by Nayan Amin (namin@tjkm.com) Signature Date: 2025-02-11 - 5:08:55 PM GMT - Time Source: server- IP address: 162.225.213.20 Document emailed to Christopher Jensen (christopherj@cupertino.org) for signature 2025-02-11 - 5:09:00 PM GMT Email viewed by Christopher Jensen (christopherj@cupertino.org) 2025-02-11 - 5:09:08 PM GMT- IP address: 3.232.50.116 Signer Christopher Jensen (christopherj@cupertino.org) entered name at signing as Christopher D. Jensen 2025-02-11 - 5:09:42 PM GMT- IP address: 104.1.88.56 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2025-02-11 - 5:09:44 PM GMT - Time Source: server- IP address: 104.1.88.56 Document emailed to jimmyt@cupertino.gov for signature 2025-02-11 - 5:09:46 PM GMT Email viewed by jimmyt@cupertino.gov 2025-02-11 - 5:09:55 PM GMT- IP address: 52.202.236.132 Signer jimmyt@cupertino.gov entered name at signing as Jimmy Tan 2025-02-11 - 5:35:30 PM GMT- IP address: 64.165.34.3 Document e-signed by Jimmy Tan (jimmyt@cupertino.gov) Signature Date: 2025-02-11 - 5:35:34 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-02-11 - 5:35:35 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-02-11 - 5:35:44 PM GMT- IP address: 52.202.236.132 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-02-11 - 6:03:00 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-02-11 - 6:03:00 PM GMT