The URL can be used to link to this page

20-166 BKF Master Agreement for Design & Engineering Services for Junipero Serra TrailMaster Agreement for Design & Engineering Services for Junipero Serra Trail 1 of 11 Design Professional Agr (Master) / April 2020 DESIGN PROFESSIONAL SERVICES AGREEMENT (MASTER) WITH BKF ENGINEERS 1. PARTIES This Master Agreement is made by and between the City of Cupertino, a municipal corporation City”), and BKF Engineers (“Consultant”), a Corporation for Master Agreement for Design & Engineering Services for Junipero Serra Trail (“Project”), and is effective on the last date signed below Effective Date”). 2. SERVICES 2.1 Scope of Services. Consultant agrees to provide the Services “as needed” and as set forth in the Scope of Services, attached and incorporated here as Exhibit A. The Services must comply with this Agreement and with each Service Order issued under the authority of the City Director of Public Works or his designee, in accordance with the following procedures. Consultant further agrees to carry out its work in compliance with the City’s Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A. 2.2 Service Orders. Before issuing a Service Order the City Director of Public Works/Designee will request Services in writing and hold a meeting with Consultant to discuss it. Consultant will submit a written proposal that includes a specific Scope of Services, Schedule of Performance, and Compensation, which the Parties will discuss. Thereafter City Director of Public Works/Designee will execute a Service Order using the Service Order Form attached and incorporated here as Exhibit B. Each Service Order will specify its scope of services, deliverables, schedule of performance, compensation, and any other applicable terms. Issuance of a Purchase Order is discretionary and the Director of Public Works/Designee may streamline these procedures, e.g., conferring by telephone instead of a meeting, if it is in the City’s best interests. Consultant will not be compensated for Services performed without a duly executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30, 2023, (“Contract Time”), unless terminated earlier as provided herein. The City’s Director of Public Works 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 each Service Order, and under no circumstances should the Services go beyond the Contract Time. 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 each Service Order. Master Agreement for Design & Engineering Services for Junipero Serra Trail 2 of 11 Design Professional Agr (Master) / April 2020 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Consultant must have sufficient time, resources and qualified staff to deliver the Services on time. Consultant must respond promptly to the City’s Service Orders and any change orders that may be issued 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed 895,000.00 (“Contract Price”), based on the budget and rates set forth 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 Invoices and Payments. City will pay Consultant for Services satisfactorily provided under a Service Order, within thirty (30) days following receipt of a properly submitted invoice for Services provided during the preceding calendar month. Unless otherwise provided by a Service Order, each invoice must include for each day of Services: a. The name of each individual providing Services; b. A succinct summary of the Services performed by each such individual; c. The time spent by each individual providing those Services; d. The applicable hourly billing rate and payment due; and e. A detailed breakdown of all allowable expenses. All hourly rates and allowable expenses must conform to City-approved rates set forth in Exhibit C. 4.3 Final Payment. At least thirty (30) days prior to end of the Agreement, Consultant must submit a requisition for final and complete payment of costs and any pending claims for City approval. Noncompliance with this requirement relieves City of further payments/obligations under the Agreement. 5. INDEPENDENT CONSULTANT 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of City. Consultant is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant’s performance of the Services. Consultant is not entitled to health, workers’ compensation, or other benefits from City. 5.2 Consultant Qualifications. Consultant warrants on behalf of itself and its Subconsultants that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best industry practices for similar services performed in the San Francisco Bay Area. Master Agreement for Design & Engineering Services for Junipero Serra Trail 3 of 11 Design Professional Agr (Master) / April 2020 5.3 Permits and Licenses. Consultant warrants on behalf of itself and its Subconsultants that they are properly licensed, registered, and/or certified to perform the Services as required by law and that they have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subconsultants. Unless prior written approval from City is obtained, only Consultant’s employees and Subconsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all Subconsultants 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 Subconsultants relative to the portion of their work. 5.5 Tools, Materials, and Equipment. Consultant will supply and shall be responsible for all the tools, materials, and equipment required to perform the Services. 5.6 Payment of Benefits and Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Consultant and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Consultant shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Consultant’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 Consultant. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Consultant, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Consultant agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its Subconsultants, 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 Master Agreement for Design & Engineering Services for Junipero Serra Trail 4 of 11 Design Professional Agr (Master) / April 2020 including copyright interests) of Consultant or its Subconsultants in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Consultant in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product prepared/created by Consultant and its Subconsultants 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 Subconsultants 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. 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 Subconsultants 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 4 (four) years from the date of City’s final payment. 8.2 City will have free and 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 Master Agreement for Design & Engineering Services for Junipero Serra Trail 5 of 11 Design Professional Agr (Master) / April 2020 breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. This Section 8 survives the expiration/termination of this Agreement. 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. 10. PUBLICITY / SIGNS Any publicity generated by Consultant in connection with the Project and Services during the Contract Time and for one (1) year thereafter will reference City contributions in making the Project possible. The words “City of Cupertino” shall 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 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 Master Agreement for Design & Engineering Services for Junipero Serra Trail 6 of 11 Design Professional Agr (Master) / April 2020 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 (collectively and/or individually “City”) from and against an y 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. Master Agreement for Design & Engineering Services for Junipero Serra Trail 7 of 11 Design Professional Agr (Master) / April 2020 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 it has 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 local, state, and federal 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. 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 Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Consultant understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. 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 ma y 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 agrees to abide by City policies and administrative rules prohibiting gifts to City 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 Master Agreement for Design & Engineering Services for Junipero Serra Trail 8 of 11 Design Professional Agr (Master) / April 2020 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 Roger Lee, 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 approval, the Consultant’s Project Manager for all purposes under this Agreement will be Jason Mansfield, 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. 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. 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 Master Agreement for Design & Engineering Services for Junipero Serra Trail 9 of 11 Design Professional Agr (Master) / April 2020 and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceeding 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 attorney fee provision does not apply to legal actions initiated by Consultant or Subconsultant. This Section 18 survives 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. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreements and understandings, either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of 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. Master Agreement for Design & Engineering Services for Junipero Serra Trail 10 of 11 Design Professional Agr (Master) / April 2020 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 in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino: 10300 Torre Ave., Cupertino CA 95014 Attention: Roger Lee Email: rogerl@cupertino.org To Consultant: BKF Engineers 255 Shoreline Dr, Ste. 200 Redwood City, CA 94065 Attention: Jason Mansfield Email: jmansfield@BKF.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee, and is approved for form by the City Attorney’s Office. 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of 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. SIGNATURES CONTINUE ON THE FOLLOWING PAGE Master Agreement for Design & Engineering Services for Junipero Serra Trail 11 of 11 Design Professional Agr (Master) / April 2020 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO BKF ENGINEERS A Municipal Corporation By Name Title Date By Name Title Date Tax I.D. No.: APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Principal/Vice President Sep 8, 2020 Brian Scott Heather M. Minner Deborah L. Feng Sep 9, 2020 City Manager Deborah L. Feng Sep 9, 2020 City of Cupertino Exhibit A-Scope of Services Junipero Serra Trail Page 3 of 22 BKF Engineers EXHIBIT A SCOPE OF SERVICES FOR DESIGN AND ENGINEERING MASTER AGREEMENT The CONSULTANT shall provide to the CITY’s Department of Public Works design and engineering consulting services for the Junipero Serra Trail project. CONSULTANT shall provide services under this Master Agreement only (1) upon request from City’s Director of Public Works or authorized Agent as defined in Section 8, Project Coordination, and (2) as defined in a fully executed Service Order. SECTION 1. GENERAL PROVISIONS A. The CONSULTANT shall perform all services to the satisfaction of the CITY’S Public Works Director or authorized Agent. B. All of the services furnished by the CONSULTANT under this AGREEMENT shall be of the currently prevailing professional standards and quality which prevail among professional consultants of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. All documentation prepared by CONSULTANT shall provide for a completed project that conforms to all applicable codes, rules, regulations and guidelines which are in effect at the time such documentation is prepared. C. All work performed under this AGREEMENT shall be authorized by a specific Service Order. Each Service Order given by CITY shall detail the nature of the specific services to be performed by the CONSULTANT, the time limit within which such services must be completed and the compensation for such services. Such details shall include a description of the project for which CONSULTANT shall perform the services, the geographic limits of the project, the type and scope of services to be performed, the format and schedule for deliverables, the schedule of performance, and the schedule of compensation. CONSULTANT shal l not perform any services unless authorized by a fully executed Service Order. Any unauthorized services performed by CONSULTANT shall be at no cost to the CITY. D. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. SUBCONSULTANTS will provide all required insurance as specified in this master agreement. E. CONSULTANT shall begin work under the service order only after receipt of an executed service order. Each authorized Service Order issued under this AGREEMENT by CITY shall be incorporated into the terms and conditions of this AGREEMENT. F. CITY will assign a Project Manager to facilitate each Service Order authorized under this AGREEMENT. CONSULTANT shall coordinate with the designated Project Manager on the performance of each Service Order. City of Cupertino Exhibit A-Scope of Services Junipero Serra Trail Page 4 of 22 BKF Engineers G. CONSULTANT shall be responsible for the coordination with CITY and federal, state and local agencies that are necessary for all services authorized under this AGREEMENT. SECTION 2. BASIC SERVICES. As authorized by a fully executed Service Order, CONSULTANT shall provide design and engineering services for the Junipero Serra Trail project in accordance with the following: A. General Performance Requirements 1. CONSULTANT has designated a Project Manager and provided to City the names of their team members for the Project. The team members shall be satisfactory to City. CONSULTANT shall not substitute any team members without the prior approval of City. City retains the right to reject alternate team members assigned by CONSULTANT or require replacement of team members. Team members acceptable to City include: BKF Engineers: Brian Scott, Vice President, Principal-in-Charge Jason Mansfield, Associate, Project Manager Cuong Tran, Engineering Manager Callander Associates (aka CALA), Landscape Architecture subconsultant: Brian Fletcher, Principal Dave Rubin, Project Manager Biggs Cardoza Associates, Structural Engineering subconsultant: John Alciati, Structures Manager Cornerstone Earth Group, Geotechnical Engineering subconsultant: Scott Fitinghoff, Senior Principal Engineer John Dye, Principal Engineer 2. CONSULTANT shall effectively manage and administer the Project for the efficient, progressive, and proactive delivery of the Project. 3. CONSULTANT shall be responsible for managing and coordinating the work of all subconsultants and subcontractors. 4. CONSULTANT shall consult and coordinate with City and communicate with members of the Project team. 5. CONSULTANT shall schedule meetings and prepare meeting agendas and minutes for all Project meetings. All minutes of meetings are due to the City within ten (10) calendar days after the meeting in a digital format and shall also be provided to other appropriate agencies and entities, as directed by City. City of Cupertino Exhibit A-Scope of Services Junipero Serra Trail Page 5 of 22 BKF Engineers 6. CONSULTANT shall communicate weekly with City’s assigned Project Manager to provide an update on the current status of the Project and provide a brief written summary report as requested. B. Specific Performance Requirements Services initially include preparation of a Schematic Design for the Central and East segments of Junipero Serra Trail from De Anza Boulevard to Vallco Parkway. The Schematic Design is intended to be adequately detailed to support completion of environmental analysis under CEQA. Upon completion of an appropriate Schematic Design, design of the East segment of Junipero Serra Trail from Wolfe Road eastward is expected to continue to completion, followed by the Central segment from Wolfe Road to De Anza Boulevard. Design is anticipated to build upon the findings of the adopted 2019 Junipero Serra Trail Feasibility Study. Subconsultant services shall be provided for structural engineering, geotechnical engineering, and landscape architectural aspects of the Project. Major design elements include but are not limited to: Refined trail layout and details Trail amenities Trailheads/trail entries at selected locations Protection and privacy fencing as needed Security and safety features Native and riparian plantings where feasible Utilities modifications as required Among the design goals and site constraints are the following: Compatibility with Valley Water standards and requirements, where applicable Compatibility with City standards and practices for trail design and operation Identification of design and construction methods and timing that minimize impacts to resources and associated involvement by federal, state and regional resource and regulatory agencies Address flood plain considerations as applicable Minimize impacts on neighbors Address staging and access constraints Meet requirements of CEQA/NEPA environmental clearance documents Meet requirements of regulatory and permitting agencies Meet requirements of current and potential outside funders Compatibility with current and future habitat enhancement opportunities Protect wildlife and habitat values Protect water quality Create a welcoming, inviting trail that attracts pedestrian and cyclist shared use City of Cupertino Exhibit A-Scope of Services Junipero Serra Trail Page 6 of 22 BKF Engineers CONSULTANT may provide any or all of the following tasks and subtasks, as is required for the Project: Task 1.0 Site Investigation and Data Collection 1.01 Project Analysis: For budget programming purposes, analyze the Project proposal to identify and describe initial Project goals and objectives, develop scenario(s) to address Project goals and objectives, Project delivery process, and cost estimate to deliver the proposed Project. 1.02 Meetings: Participate in project team meetings including a kickoff meeting and provide written meeting minutes to the City within two (2) business days. Minutes shall note at a minimum any timelines, action items and responsible parties. 1.03 Secure Existing City Data: Secure and review Project data provided by the City which may include but is not limited to reports, plans, surveys, utility data, record information, approved Feasibility Studies, or other such data. City does not warrant the completeness nor accuracy of any information provided to the CONSULTANT by the City or the City’s agents. 1.04 Secure Existing Data from Others: Secure and review available Project data from other agencies and from non-City sources. 1.05 Site Visits: Visit the site to review and understand the site conditions and factors that affect design. Visit site and identify any special features, utilities, structures, opportunities and constraints and mark with paint or flags items that should be included in survey work described below. 1.06 Existing Data: Utilize existing data to the extent possible and inform the City immediately of any issues associated with using existing data for Project base information. 1.07 Utility Coordination: Coordinate with all utility owners who may have facilities within the Project area or that may be impacted by the Project work. Transmit preliminary plans for the identification of potential conflicts. Coordinate potholing by utility companies and owners as required. 1.08 Field Survey: Perform field survey of existing control and monumentation. Locate existing survey monuments and accessible property corners and compute the existing right-of-way based on boundary evidence, records maps, and preliminary title reports. Prepare a calculated base map of the existing record right-of-way for use in design.\ 1.09 Topographic Survey: Perform field Topographic Survey to obtain topography, locations of utility surface facilities, inverts of accessible storm drain manholes, inlets, and sanitary sewer manholes, fences, walls, pavement, improvements, structures and other features. Obtain location and sizes of all trees and other existing features that may affect or be affect by the Project design. City of Cupertino Exhibit A-Scope of Services Junipero Serra Trail Page 7 of 22 BKF Engineers 1.10 Base Sheet Preparation: Compile survey and other date into a base sheet and create Project base information in AutoCAD 2015 or as otherwise acceptable to City for use in subsequent Project design tasks and submit to City for review and comment. The base information shall utilize any topographic survey data as furnished by City or CONSULTANT, according to the agreement. Base sheets shall include property lines, right-of-way, easements, ownership, utilities, jurisdictional limits and related information. 1.11 Geotechnical Report: Perform a geotechnical field investigation and soil boring, perform laboratory testing and prepare a geotechnical report that includes boring logs and recommendations for grading, pavement structural sections, foundations, underpasses, retaining walls and slope stability as well as trench excavation and backfill requirements as appropriate for the Project work. Investigation may also include percolation and other tests related to storm water treatment / C3 requirements. 1.0 Deliverables: (all deliverables digital unless otherwise noted) 1.00 Meeting Notes 1.01 Source Document Listing 1.02 Summary of Utility Companies Contacted and Actions Taken 1.03 Base Map that includes existing Right-of-Way, ownership, easements, jurisdictions and related information 1.05 Scaled Base Map in AutoCAD (current version) Format 1.06 Project Area Surface Features Added to Base Map in AutoCAD Format 1.07 Geotechnical Report Task 2.0 Conceptual Design 2.01 Meetings: Participate in design team meetings with representatives of the City, involved agencies such as Valley Water, a Technical Advisory group, and/or other stakeholders during this phase and provide written meeting minutes to the City within two (2) business days. 2.02 Alternatives Analysis: If requested, provide alternatives to accomplish the Project goals and objectives. Include a comparison of the alternatives that includes, at a minimum, achievement of goal(s), construction cost, maintenance implications/costs, energy use, construction impacts, and time to construct. Include identification of agencies or jurisdictions that would need to be coordinated with for each alternative. 2.03 Conceptual Design: Prepare and submit a draft conceptual design that incorporates results of the Feasibility Study. 2.04 Trail Width: Identify locations, if any, where there is inadequate trail width and a potential need to install a box culvert or other method to provide greater width. Provide one or more alternative design solutions without a box culvert if feasible that provide a City of Cupertino Exhibit A-Scope of Services Junipero Serra Trail Page 8 of 22 BKF Engineers suitable safe trail width. Confirm required capacity for channel/culvert. Confirm applicable design criteria including outside agencies’ (Valley Water, Caltrans e.g.). 2.05 Staff Review: Present concept design to City and/or stakeholders and alternatives if any with analysis for evaluation. Additional input by others may be invited by City. City shall select a concept or combination of concepts as the preferred solution and provide feedback. 2.06 Outreach: As requested, conduct outreach as requested with groups as identified by the City to confirm design program. 2.07 Refined Conceptual Design: Refine the draft conceptual design based on input received and submit the refined conceptual design package to City. Package shall include plan views, cross sections of grade-separated crossings and major features, and color renderings suitable to convey the design to a lay person. Secure City feedback. 2.0 Deliverables: (all deliverables digital unless otherwise noted) 2.0 Conceptual design and alternatives 2.01 Refined conceptual design 2.03 Outreach 2.03 Meeting Summary 2.04 Digital and hard copies Task 3.0: Schematic Design color rendered conceptual design solutions for the Project, hand drawn unless otherwise acceptable to CITY, each of which address the primary Project issues and budget. 3.01 Meetings: Participate in design team meetings with representatives of the City and meetings with other stakeholders and provide written meeting minutes to the City within two (2) business days. 3.02 Initial Schematic Design Plans: Prepare Initial 20% Schematic Design Plans based on the Conceptual Design and submit to the City for review and comment. 3.03 Initial Schematic Design Elements: Provide trail surfacing material recommendation, and alternatives as feasible. Provide fencing alternatives and recommended safety/security measures. Provide sample/recommended trail amenities. Provide draft planting palette and identify opportunities for planting. Provide entry treatments for major trailheads and for neighborhood entries. Identify lighting locations if it is desired. 3.04 Present Initial Schematic Design: Present schematic plan to City staff, Technical Advisory group, and/or stakeholders to collect feedback and input on desired refinements. Incorporate refinements as needed. City of Cupertino Exhibit A-Scope of Services Junipero Serra Trail Page 9 of 22 BKF Engineers 3.05 Outreach Materials: Prepare illustrative drawings and materials for presentation to the public and project stakeholders. Illustrative drawings include colored plan view(s), section elevations, design solutions at select locations, and sample materials and elements. 3.06 Resident Outreach Meetings: Present the draft Schematic Design at neighborhood and community-wide meetings. Invite input and community engagement. Coordinate with City prior regarding methods to secure the input and share the results. 3.07 Business/Commercial Outreach Meetings: Participate in meetings with adjacent or affected commercial and corporate property owners. 3.08 35% Schematic Design: Make refinements resulting from outreach above, stakeholder input and project team direction to the Initial Schematic Design and prepare 35% Schematic Design Plans. Submit to the City. Plans shall be prepared digitally using current AutoCAD software. The plans shall be formatted per City standards and submitted with other Preliminary Design Documents as noted below. The 35% Plans include the major items of work needed to accomplish the Project goals. The sheets to be provided for this Preliminary Plan submittal may include: Title/Index Sheet Demolition Plans Improvement Plans Typical Cross Sections Preliminary Trail Plans and Profiles Preliminary Utility Plans Preliminary Grading and Drainage Plans Planting Plans Preliminary Amenities and Materials Details 3.09 Preliminary Cost Estimate: Prepare a Preliminary Estimate of Probable Construction Cost based on items and quantities of work shown on the 35% Plans and other anticipated improvements. Prices will be based on the magnitude of the quantities and the CONSULTANT’s experience with similar local projects and engineer’s judgment. Cost estimate shall include general conditions, inflation, escalation and all soft costs. The design for Junipero Serra Trail shall be one that is estimated to meet City’s construction budget. Should the estimate exceed the budget, Consultant and City shall confer to determine a course of action which may include scope reduction, material modifications, use of bid alternates, or other solutions. City of Cupertino Exhibit A-Scope of Services Junipero Serra Trail Page 10 of 22 BKF Engineers 3.10 Schedule and Preliminary Code Compliance: Prepare a design and construction schedule, and a written preliminary code requirement summary. 3.11 Commission Presentation: Prepare materials and present the design to the Parks and Recreation Commission and/or Bicycle Pedestrian Commission. Secure feedback for incorporation into the Design Development phase. 3.12 City Council Presentation: If requested, revise the design per Commission and staff input, and prepare materials and present the design to City Council. 3.13 Permitting Support: If requested, provide exhibits and documents as needed to support agency review coordination. Permits and approvals are anticipated to be needed from California Department of Fish and Wildlife, Santa Clara Valley Water District, Regional Water Quality Control Board/State Water Resources Control Board, Caltrans, and potentially U.S. Army Corps of Engineers. Note that permitting support is anticipated to occur at the next phase, upon completion of 65% Plans. 3.14 CEQA Support: Prepare exhibits and documents as needed to support the CEQA environmental review process, to be led by City’s CEQA consultant, and potentially a concurrent federal NEPA environmental review. Coordinate with CEQA consultant and City. Incorporate design modifications as needed to reduce potential environmental impacts of the project. Incorporate potential enhancements as feasible to bolster beneficial impacts of the project. This task may be deferred, per City direction. 3.0 Deliverables: (all deliverables digital unless otherwise noted) 3.01 Meeting Summaries 3.03 Initial 20% Schematic Design Plans and design element recommendations 3.03 Outreach Materials and Outreach Meetings 3.04 Neighborhood, Community and Stakeholder Meeting Presentations 3.05 35% Schematic Design Plans and Specifications 3.06 Construction Cost Estimate 3.07 Schedule and Code Compliance Summary 3.08 Commission and/or City Council Materials and Presentations 3.09 Permitting Support Materials 3.10 CEQA Support Materials City of Cupertino Exhibit A-Scope of Services Junipero Serra Trail Page 11 of 22 BKF Engineers Task 4. 0 Design Development 4.01 Meetings: Participate in design team meetings with representatives of the City during the Construction Document phase and provide written meeting minutes to the City within two 2) business days. 4.02 65% Construction Documents: The 65% Construction Documents shall be a refinement of the Schematic Design documents and are to be based on comments received from the review. The 65% Plans, Technical Specifications, and 65% Cost Estimate shall be submitted together. 4.03 65% Plans: Prepare 65% Design Plans and submit them to the City for review and comment. 65% plans shall include any sheets not previously submitted (erosion control, draft details, water use calculations etc.). Advance the design to the point that all major design issues and solutions are represented in the plans. The following types of plans may be prepared: Title Sheet, Legend and Notes Typical Cross Sections Demolition Plans Improvement Plans and Profiles Utility Plans and Profiles Construction Details Traffic Handling and Construction Area Signs Signing and Striping Plans Erosion Control Plans Cross Sections 4.04 Draft Technical Specifications: Prepare Draft Technical Specifications and submit them to the City for review and comment. The Technical Specifications are to reference City or Caltrans Standard Specifications for the various items of work, including measurement and payment provisions, unless otherwise acceptable to City. CONSULTANT shall assist the City in the development and preparation of the Project Manual that includes the Conditions of the Contract for Construction, Specifications, qualifications for prime contractor and designated sub-contractors, bidding requirements and sample forms. 4.05 Furnishings and Materials Booklet: Consultant shall assemble images, details, catalog cuts, etc. that further convey design intent. Booklet to be in 8-1/2 X 1 format, bound, with document name, Project name and date clearly indicated. 4.05 65% Cost Estimate: Prepare a 65% Estimate of Probable Construction Cost based on items and quantities of work shown on the 65% Plans and other anticipated improvements. Prices City of Cupertino Exhibit A-Scope of Services Junipero Serra Trail Page 12 of 22 BKF Engineers will be based on the magnitude of the quantities and the CONSULTANT’s experience with similar local projects and engineer’s judgment. 4.07 65% Schedule and Code Compliance: Prepare an updated code compliance review and schedule based on the submitted documents. 4.08 Meetings: Attend meetings with City staff, project team members, stakeholders, agencies and other involved parties and provide meeting summaries. 4.09 Outreach: Prepare outreach materials and conduct community outreach as requested. 4.09 Presentations: Prepare materials and provide presentations as requested. 4.10 Permitting Support: Provide permitting support materials as described in 3.13 above or as otherwise requested. 4.0 Deliverables: (all deliverables digital unless otherwise noted) 4.01 Meeting Notes 4.03 65% Design Plans 4.04 65% Draft Technical Specifications 4.05 65% Construction Cost Estimate 4.06 Meeting Summaries 4.07 Outreach Materials and Outreach Meetings 4.08 Presentation Materials and Presentations 4.09 Permitting Support Materials Task 5.0: Final Construction Documents 5.01 95% Construction Documents: The 95% Construction Documents shall be a refinement of the 65% Design Documents and are to be based on comments received for the 65% review. The 95% Plans, 95% Technical Specifications, and 95% Cost Estimate shall be submitted together. 5.02 95% Plans: Prepare 95% Design Plans and submit them to the City for review and comment. 5.03 95% Technical Specifications: Update the 65% Draft Technical Specifications and submit the 95% Technical Specifications to the City for review and comment. The technical specifications are to reference City or Caltrans Standard Specifications for the various items of work, including measurement and payment provisions. Assist the City in the development and preparation of the Project Manual which includes the Conditions of the Contract for Construction, Specifications, qualifications for prime and designated sub- contractors, bidding requirements, bid add alternatives, and sample forms. Consultant shall City of Cupertino Exhibit A-Scope of Services Junipero Serra Trail Page 13 of 22 BKF Engineers format its specifications to be compatible with City’s standard specification and Project Manual sections. 5.04 95% Cost Estimate: Prepare a 95% Estimate of Probable Construction Cost as needed based on items and quantities of work shown on the 95% Plans and other anticipated improvements. Prices will be based on the magnitude of the quantities and CONSULTANT’s experience with similar local projects and engineer’s judgment. 5.05 Permit Application: As needed, submit 95% Construction Document Package to the City of Cupertino Building Division for building permit review. The Building Division submittal shall include all applicable reports and calculations required to obtain a City building permit for the Project. 5.06 100% Construction Documents: The 100% Construction Documents shall address any comments received for the 95% review. The 100% Plans, Technical Specifications, and Cost Estimate shall be submitted together on digital media, either a flash drive or a CD/DVD. Provide two (2) complete wet signed, stamped sets of Construction Documents and Technical. The submitted documents shall be in reproducible, hard copy format. City will review the 100% Construction Documents for confirmation that responses to all previously provided comments are appropriately integrated. CONSULTANT shall make any changes to the 100% plans requested by City. 5.07 100% Plans: Prepare 100% Design Plans and submit them to the City. 5.08 100% Technical Specifications: Update the Final Technical Specifications and submit the 100% Technical Specifications to the City. 5.09 100% Cost Estimate: Prepare a 100% Estimate of Probable Construction Cost as needed based on items and quantities of work shown on the 100% Plans 5.10 Meetings: Attend meetings with City staff, project team members, stakeholders, agencies and other involved parties and provide meeting summaries. 5.11 Presentations: Prepare materials and provide presentations as requested. 5.0 Deliverables: (all deliverables digital unless otherwise noted) 5.01 95% Design Plans (digital + hard copies) 5.02 95% Technical Specifications (digital + hard copies) 5.03 95% Construction Cost Estimate 5.04 100% Plans (digital + hard copies) 5.05 100% Technical Specifications (digital + hard copies) 5.06 100% Cost Estimate (digital + hard copies) City of Cupertino Exhibit A-Scope of Services Junipero Serra Trail Page 14 of 22 BKF Engineers 5.07 Digital and hard copies as requested by City 5.08 Meeting Summaries 5.09 Presentation Materials and Presentations Task 6.0: Bid and Award Support 6.01 Bid Period Assistance: Provide the following bid phase services, at the City’s request, through award of the construction contract: a. Attend the general contractor pre-bid meeting. b. Assist City in responding to bidders’ questions and incorporation of the responses in an addendum. c. Assist in the review and processing of substitution submittals during bid phase. 6.02 Addenda Preparation: As requested by City, prepare addenda to Project documents including, but not limited to, new or revised Plans, new or revised Technical Specifications and/or removal of items from the Project Plans and/or Specifications and responding to questions and providing clarifications. 6.03 Project Document Conformance: Update the Construction Document package to include all addenda issued during the Bid process and submit a Conformed Set of Drawings and Specifications to the City within ten (10) days of the contract award. CONSULTANT shall provide two (2) complete wet signed, stamped Conformed Sets of Construction Documents and Technical Specifications that include the 100% Construction Documents Package and all bid addenda. The submitted documents shall be in reproducible, hard copy format, and digital on request. In addition, CONSULTANT shall provide complete electronic format Conformed Set Construction Documents and Technical Specifications in 1) native file formats (AutoCAD, MS Word) and 2) pdf on a CD/DVD or flash drive media. 6.0 Deliverables: (all deliverables digital unless otherwise noted) 6.01 Written response to Bidders’ questions 6.01 Written evaluation of substitution submittals 6.02 Project Addenda 6.03 Conformed Project Documents Task 7.0: Construction Support CONSULTANT’s responsibility to provide the Construction Administration services commences with the construction contract award and ends with acceptance of completed construction by the City of Cupertino Exhibit A-Scope of Services Junipero Serra Trail Page 15 of 22 BKF Engineers Director of Public Works. Consultant shall advise the City, in writing, of any construction items that are not in conformance with the Contract Documents. CONSULTANT shall have reasonable access to the construction of the Project wherever it is in preparation or progress as appropriate to meet its obligations under this Agreement. 7.01 Submittal Review: Review and approve or reject the Contractor's submittals within five 5) working days of receipt. CONSULTANT may request additional review time for particularly complex or unusual submittals. The City shall not grant additional review time for standard construction item submittals. The CONSULTANT shall maintain a detailed record of all submittals and content supplied by the Contractor. 7.02 Requests for Information: Review Contractor Requests for Information (RFI) and provide a written response to the Contractor with a copy to the City, within five (5) working days of receipt. CONSULTANT’s response may provide, with advance City approval, supplemental drawings and/or specifications necessary to clarify the RFI. 7.03 Change Orders: Review and advise the City on requests by the City or Contractor for changes in the construction of the Project. CONSULTANT shall review City prepared Contract Change Orders and, where necessary, prepare Drawings and Specifications to describe Work to be added, deleted or modified. CONSULTANT shall maintain all records relative to changes in the construction. 7.04 Site Meetings: Attend site meetings in the Construction phase, anticipated to be bi-weekly, provide site observation, and provide a summary report of the visit to the City within three business days. CONSULTANT shall become familiar with the progress and quality of construction, and observe defects and deficiencies. 7.05 Claims and Disputes: Advise the City on claims, disputes or other matters in question between the City and construction Contractor. The City shall be the final arbiter in all such matters. 7.06 Punch List: Attend site reviews with City’s representative to determine outstanding work remaining to be completed and any corrections needed. 7.07 Final Completion: Consultant’s observations for Final Completion shall be conducted with designated representative to check conformance of the construction of the Project with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the construction Contractor of work to be completed or corrected. 7.08 Prepare Record Drawing: Prepare final Record Drawing documents (i.e. As-Built plans) from Contractor’s mark ups, construction manager-provided documentation or mark ups, and other contract changes. 7.0 Deliverables: (all deliverables digital unless otherwise noted) 7.01 Responses to submittals, submittal log 7.02 Responses to Requests for Infomation City of Cupertino Exhibit A-Scope of Services Junipero Serra Trail Page 16 of 22 BKF Engineers 7.03 Review comments for City prepared Change Orders and drawings, and specifications needed to accompany change order 7.04 Site visit summary reports 7.04 Claim/dispute reports 7.05 Record Drawings Other Tasks/Services that may be assigned per Project needs: Plan line study Corridor study Expanded Community Outreach Support/Design Communication Materials Utility Coordination Permit Acquisition Traffic Signal Design Street Lighting Design Structural Design Green Street Infrastructure Design Complete Street Roadway Design Environmental Engineering Storm Water Conveyance and Treatment Design Fiber Optic/Communication Design Aerial Photometric Survey Legal Descriptions and Plat Maps Planting and Irrigation Design Project Aesthetic Treatments Task 8.0: Additional Services CONSULTANT services not specifically identified in the Scope of Services shall be considered Additional Services. At the City’s request, the CONSULTANT shall provide a fee proposal for specific additional services consistent with the professional rate schedule in Exhibit C. END OF E XHIBIT Revised: April 30, 2020 – Services Agreements 1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control (“CDC”) on “high risk” categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. As long as required by the operative Health Order or other Health Laws, these measures shall include, but are not limited to, the following: 1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to any project site or any work area to workers who are necessary to perform in-person work. Require non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. 2. Distancing. Where workers perform in-person work at a project site or a work area, prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception Revised: April 30, 2020 – Services Agreements 2 of any physical contact required for worker safety or to comply with safety Laws. Prohibit workers from sharing a vehicle. E. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. 1229192.7 CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. MA Date:Master Agreement Contract #: Maximum Compensation: Consultant:Firm Name: Address: Contact: Ph: Project Name: Description: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: Fiscal/Budget : SO Acc't #:PO #: Project #:Date: Approvals: Date: Date: Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that fund are available as of this date of signature City Finance:Date: Encumbrance this Service Order: MA End Date: Consultant: Manager: Management Analyst Master Agreement Maximum Compensation: Master Agreement Unencumbered Balance: Total Previously Encumbered to Date: City of Cupertino Master Agreement Service Order 191002 n City of Cupertino Exhibit C-Compensation Junipero Serra Trail Page 12 of 22 BKF Engineers EXHIBIT C COMPENSATION The City shall compensate the CONSULTANT according to the hourly rate(s) stated in this Exhibit which shall remain in effect for the Master Agreement schedule of performance unless changed by written amendment to the Master Agreement. Each authorized Service Order under this Master Agreement shall identify the method of compensation consistent with the scope of services provided by the CONSULTANT. In any case, the CONSULTANT’s total payment for each authorized Service Order shall not exceed the maximum compensation identified in that Service Order, unless authorized by a written amendment executed by the City and the CONSULTANT, and the total compensation for all authorized Service Orders shall not exceed the maximum compensation stated in Article 4, CONSULTANT Compensation, of the Master Agreement. Work exceeding the total authorized amount for a Service Order or the total compensation for the Master Agreement shall be at no cost to the City. CONSULTANT Hourly Rate(s) The CONSULTANT shall be compensated according to the following hourly rate(s) for all work performed under authorized Service Orders: CONSULTANT’s Rates: Hourly Rates Labor Category, Project Management Master Agreement Hourly Rate Principal/ Vice President $ 251.00 Senior Associate/ Vice President 225.00 Associate 219.00 Senior Project Manager/ Senior Technical Manager 214.00 Project Manager/ Technical Manager 209.00 Engineering Manager/ Surveying Manager/ Planning Manager 193.00 Labor Category, Technical Staff Master Agreement Hourly Rate Senior Project Engineer/ Senior Project Surveyor/ Senior Project Planner 179.00 Project Engineer/ Project Surveyor/ Project Planner 157.00 Design Engineer/ Staff Surveyor/ Staff 137.00 City of Cupertino Exhibit C-Compensation Junipero Serra Trail Page 13 of 22 BKF Engineers Planner BIM Specialist I, II, III 137.00 – 157.00 – 179.00 Technician I, II, III, IV 130.00 – 139.00 – 152.00 – 164.00 Drafter I, II, III, IV 102.00 – 112.00 – 121.00 – 135.00 Labor Category, Field Surveying Master Agreement Hourly Rate Survey Party Chief 179.00 Instrument man 154.00 Survey Chainman 116.00 Utility Locator I, II, III, IV 93.00 – 132.00 – 158.00 – 180.00 Apprentice I, II, III, IV 71.00 – 95.00 – 105.00 – 111.00 Labor Category, Construction Administration Master Agreement Hourly Rate Senior Consultant 234.00 Senior Construction Administrator 203.00 Resident Engineer 151.00 Field Engineer I, II, III 137.00 – 157.00 – 179.00 Labor Category, Assistants Master Agreement Hourly Rate Project Assistant 84.00 Engineering Assistant/ Surveying Assistant/ Planning Assistant 82.00 Clerical/ Administrative Assistant 70.00 Other Reimbursable Expenses Automobile current IRS rate per mile Blueprints, Reproductions, Deliveries, Maps, Deeds, Documents, etc. Cost + 10% Reimbursable Expenses Reimbursable expenses include the cost of items, other than direct labor, specifically required to perform the Services, excluding normal business operating expenses and overhead, which are included in the direct hourly rates set forth above. City will compensate CONSULTANT for such reimbursable expenses only with prior written authorization by the individual designated as the City City of Cupertino Exhibit C-Compensation Junipero Serra Trail Page 14 of 22 BKF Engineers Representative in Section 8, Project Coordination, of the Agreement. The City will reimburse the CONSULTANT for allowable reimbursable expenses for the documented actual cost only, and a surcharge or markup for CONSULTANT administration not to exceed 10%. Reimbursable expenses must be separately identified on the CONSULTANT invoice and documentation of each reimbur- sable expense must be submitted to the City upon request and maintained as required under Section 18, Records, of the Agreement. Allowed reimbursable expenses include, but are not limited to: Individual or multiple document reproductions that exceed 50 pages; Drawing or bid set reproductions; Special software required by City specifically for a project, excluding standard software programs such as Microsoft Office suite applications (i.e. Word, Excel, PowerPoint, Project, etc.); Adobe Acrobat; or standard photo editing programs. Travel expenses to the extent allowed by City policy, and subject to any limitation on allowable travel expenses under a Service Order, with mileage reimbursed per the current IRS standard mileage rate at the time of travel; Subconsultants required by project scope of services; Safety equipment required by City policy or the project scope of services; Mass mailing notifications; Special expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental, tents or booths, easels, markers, paper, presentation equipment. Method of Payment The CONSULTANT shall submit an invoice to the City monthly that clearly identifies the work performed in the previous month and authorized reimbursable expenses. All invoices from CONSULTANT shall be addressed to City at: City of Cupertino Department of Public Works 10300 Torre Ave. Cupertino CA 95014-3255 The invoice shall identify the applicable period of work, a description of the work performed consistent with the Service Order scope of services, the number of hours, hourly rate, reimbursable expenses, Service Order maximum compensation, Service Order compensation to date including invoice number, total invoice amount for current invoice, Service Order maximum compensation balance remaining. All CONSULTANT payments shall be addressed to: BKF Engineers 255 Shoreline Drive, Suite 200 Redwood City, California 94065 Attention: Jason Mansfield Email: jmansfield@bkf.com City of Cupertino Exhibit C-Compensation Junipero Serra Trail Page 15 of 22 BKF Engineers END OF EXHIBIT Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Form Updated Sept. 2019 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 01 (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 $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Sept. 2019 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT A/C, No): FAX E-MAILADDRESS: PRODUCER A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: Per accident) Ea accident) N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOSONLY 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) POLICYEFFPOLICYNUMBERTYPEOFINSURANCELTRINSR 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 9/1/2020 Dealey,Renton &Associates P.O.Box 12675 Oakland CA 94604-2675 Nancy Ferrick 510-465-3090 nferrick@dealeyrenton.com License#:0020739 XL Specialty Insurance Company 37885 BKFENGI-02 Travelers Property Casualty Company of America25674BKFEngineers 255 Shoreline Drive,Suite 200 Redwood City CA 94065-1428 The Travelers Indemnity Company of Connecticut 25682 1571237052 B X 1,000,000 X 1,000,000 X Contractual Liab 10,000 X Cross Liability 1,000,000 2,000,000 X Y Y 6808J585363 9/1/2020 9/1/2021 2,000,000 C 1,000,000 X X X Y Y BA8J591007 9/1/2020 9/1/2021 B X X 5,000,000YCUP8J5950069/1/2020Y 9/1/2021 5,000,000 X 0 B X N Y UB7N703435 9/1/2020 9/1/2021 1,000,000 1,000,000 1,000,000 A Professional Liability Includes Pollution Liability DPR9965649 9/1/2020 9/1/2021 Per Claim Annual Aggregate 5,000,000 7,000,000 Umbrella policy is a follow-form to underlying General Liability/Auto Liability/Employers Liability. Re:Junipero Serra Trail Project.The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are named as Additional Insured for General and Auto Liability as required by written contract or agreement.General Liability Insurance is primary and non-contributory per policy form. A Waiver of Subrogation applies per the attached endorsement(s).Professional Liability Retroactive Date:01/01/1916.30 Days Notice of Cancellation. 30 Days Notice of Cancellation City of Cupertino 10300 Torre Avenue Cupertino,CA 95014 ÐÑÔ× ÝÇÒËÓÞÛÎ COMMERCIAL GENERAL LIABILITY ISSUED DATE: ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ× ÝÇòÐÔÛßÍÛÎÛßÜ× ÌÝßÎÛÚËÔÔÇòÌ¸·-»²¼±®-»³»²¬³±¼·º·»-·²-«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ×ßÔÙÛÒÛÎßÔÔ× ßÞ× Ô×ÌÇÝÑÊÛÎßÙÛÐßÎÌ ø×²º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·-Í½¸»¼«´»ô·º²±¬-¸±©²¿¾± ª»ô©·´´¾»-¸±©²·²¬¸»Ü»½´¿®¿¬·±²-ò÷Í»½¬·±²×× É¸±×- ß²×²-«®»¼·-¿³»²¼»¼¬±·²ó Ì¸·-·²-«®¿²½»¼±»-²±¬¿°°´§¬±þ¾±¼·´§·²¶«®§þ±® ø-÷±® þ°®±°»®¬§¼¿³¿¹»þ±½½«®®·²¹ô±® Œø-÷-¸±©²·²¬¸»Í½¸»¼«´»ô¾«¬±²´§ ±®ª»®¬·-·²¹·²¶«®§Œ¿®·-·²¹±«¬±º¿²± ºº»²-»º±®þ¾±¼·´§·²¶«®§þôþ°®±°»®¬§ ½±³³·¬¬»¼ ô¿º¬»®æþôþ°»®-±²¿´·²¶«®§Œ±® ª»®¬·-·²¹·²¶«®§þ ß´´©±®µô·²½´«¼·²¹³¿¬»®·¿´-ô°¿®¬-±®»¯«·°ó½¿«-»¼ ô·²©¸±´»±®·²°¿®¬ ô¾§ æ ³»²¬º«®²·-¸»¼·²½±²²»½¬·±²©·¬¸-«½¸©±®µôÇ±«®¿½¬-±®±³·--·±²-å±®±²¬¸»°®±¶»½¬ ø±¬¸»®¬¸¿²-»®ª·½»ô³¿·²¬»ó º±®³»¼¾§±®±² Ì¸»¿½¬-±®±³·--·±²-± º¬¸±-»¿½¬·²¹±²§±«®¾»¸¿´º±º¬¸»¿¼¼·¬·±²¿´·²-«®»¼ ø-÷¿¬¬¸»´±½¿ ó¾»¸¿´ ºå ¬·±²±º¬¸»½±ª»®»¼±°»®¿¬·±²-¸¿-¾»»²½±³ó·²¬¸»°»®º±®³¿²½»±º§±«®±²¹±·²¹±°»®¿¬·±²-º±®°´»¬»¼å±®¬¸»¿¼¼·¬·±²¿´·²-«®»¼ø-÷¿¬¬¸»´±½¿¬·±²ø-÷¼»-·¹ó Ì¸¿¬°±®¬·±²± ºþ§±«®©±®µþ±«¬±º©¸·½¸¬¸»²¿¬»¼¿¾±ª»ò ·²¶«®§±®¼¿³¿¹»¿®·-»-¸¿-¾»»²°«¬¬±·¬-·²óÉ·¬¸®»-°»½¬¬±¬¸»·²-«®¿²½»¿ ºº±®¼»¼¬±¬¸»-»¬»²¼»¼«-»¾§¿²§°»®-±²±®±®¹¿²·¦¿¬·±²¿¼¼·¬·±²¿´·²-«®»¼-ô¬¸»º±´´±©·²¹¿¼¼·¬·±²¿´»¨½´«ó ±¬¸»®¬¸¿²¿²±¬¸»®½±²¬®¿½¬±®±®-«¾½±²¬®¿½ó-·±²-¿°°´§æ ¬±®»²¹¿¹»¼·²°»®º±®³·²¹±°»®¿¬·±²-º±®¿º¬¸»-¿³»°®±¶»½¬ò Ý±°§®·¹¸¬îððëÌ¸»Í¬òÐ¿«´Ì®¿ª»´»®- Ý±³°¿²·»-ô×²½òß´´®·¹¸¬-®»-»®ª»¼ò Ð¿¹»ï±ºï º×²-«®¿²½»Í»®ª·½»-Ñºº·½»ô×²½ò©·¬¸·¬-°»®³·--·±²ò Any person or organization that you agree in a written contract, on this Coverage Part, provided that such written contract was signed and executed by you before, and is in effect when the bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense is committed. ÐÑÔ× ÝÇÒËÓÞÛÎæ COMMERCIAL GENERAL LIABILITY ISSUED DATE: ÌØ×ÍÛÒÜÑÎÍÛÓÛÒÌÝØßÒÙÛÍÌØÛÐÑÔ× ÝÇòÐÔÛßÍÛÎÛßÜ× ÌÝßÎÛÚËÔÔÇòÌ¸·-»²¼±®-»³»²¬³±¼·º·»-·²-«®¿²½»°®±ª·¼»¼«²¼»®¬¸»º±´´±©·²¹æ ÝÑÓÓÛÎÝ× ßÔÙÛÒÛÎßÔÔ×ßÞ×Ô× ÌÇÝÑÊÛÎßÙÛÐßÎÌ º±®³¿¬·±²®»¯«·®»¼¬±½±³°´»¬»¬¸·-Í½¸»¼«´»ô·º²±¬-¸±©²¿¾±ª»ô©·´´¾»-¸±©²·²¬¸»Ü»½´¿®¿¬·±²- òó ´±½¿¬·±²¼»-·¹²¿¬»¼¿²¼¼»-½®·¾»¼·²¬¸»-½¸»¼«´»±ºø-÷±®±®ó ¬¸·-»²¼±®-»³»²¬°»® º±®³»¼º±®¬¸¿¬¿¼¼·¬·±²¿´·²óø-÷-¸±©²·²¬¸»Í½¸»¼«´» ô¾«¬±²´§©·¬¸ -«®»¼¿²¼·²½´«¼»¼·²¬¸»þ°®±¼«½¬-ó½±³°´»¬»¼±°»®¿ó º±®þ¾±¼·´§·²¶«®§ þ±®þ°®±°»®¬§¼¿³ó ¬·±²-¸¿¦¿®¼þò þ½¿«-»¼ô·²©¸±´»±®·²°¿®¬ô¾§þ§±«®©±®µþ¿¬¬¸»ÍÑÐ®±°»®¬·»-ô×²½òôîððì Ð¿¹»ï±ºï 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 and executed by you before, and is in effect when, the bodily injury or property damage occurs. Any project to which an applicable contract described in the Nameof NAMED INSURED: POLICY NUMBER: <PNUM> ADDITIONAL COVERAGES BY WRITTEN CONTRACT OR AGREEMENT This is a summary of the coverages provided under the following forms (complete forms available): Page 1 COMMERCIAL GENERAL LIABILITY COVERAGE Excerpt from COMMERCIAL GENERAL LIABILITY COVERAGE (FORM #CG T1 00 02 19) SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS 4. OTHER INSURANCE - d. PRIMARY AND NON-CONTRIBUTORY INSURANCE IFREQUIREDBYWRITTENCONTRACT: 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 anamedinsured, 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 thatiscommitted; subsequent to the signing of that contract or agreement by you. Excerpt from XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS ( FORM #CG D3 79 02 19) PROVISION M. - BLANKET WAIVER OF SUBROGATION - WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such personororganization, but only for payments we make because of: a."Bodily injury" or "property damage" that occurs; orb. "Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. BKF Engineers 6808J585363 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE This endorsement broadens coverage.However,coverage for any injury,damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part,and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement.The following listing is a general cover- age description only.Limitations and exclusions may apply to these coverages.Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights,duties,and what is and is not covered. A.BLANKET ADDITIONAL INSURED H.AUDIO,VISUAL AND DATA ELECTRONIC EQUIPMENT INCREASEDLIMITB.EMPLOYEE HIRED AUTO I.WAIVER OF DEDUCTIBLEGLASSC.EMPLOYEES AS INSURED J.PERSONALPROPERTYD.SUPPLEMENTARY PAYMENTS INCREASED LIMITS K.AIRBAGS E.TRAILERS INCREASED LOAD CAPACITY L.AUTO LOAN LEASE GAP F.HIRED AUTO PHYSICAL DAMAGE M.BLANKET WAIVER OF SUBROGATION G.PHYSICAL DAMAGE TRANSPORTATION EXPENSES INCREASED LIMIT A.BLANKET ADDITIONAL INSURED performing duties related to the conduct of your business.The following is added to Paragraph A.1.,Who Is An Insured,of SECTION II COVERED AUTOS 2.The following replaces Paragraph b.in B.5., LIABILITY COVERAGE:Other Insurance,of SECTION IV BUSI- NESS AUTO CONDITIONS:Any person or organization who is required under a written contract or agreement between you and b.For Hired Auto Physical Damage Cover- that person or organization,that is signed and age,the following are deemed to be cov- executed by you before the "bodily injury"or ered "autos"you own: property damage"occurs and that is in effect ( 1)Any covered "auto"you lease,hire, during the policy period,to be named as an addi- rent or borrow;andtionalinsuredisan"insured"for Covered Autos 2)Any covered "auto"hired or rentedbyLiabilityCoverage,but only for damages to which your "employee"under a contractinthisinsuranceappliesandonlytotheextentthat an "employee's"name,withyourpersonororganizationqualifiesasan"insured" permission,while performingdutiesundertheWhoIsAnInsuredprovisioncontained related to the conduct of your busi-in Section II. ness.B.EMPLOYEE HIRED AUTO However,any "auto"that is leased,hired, 1.The following is added to Paragraph A.1., rented or borrowed with a driver is notaWhoIsAnInsured,of SECTION II COV- covered "auto". ERED AUTOS LIABILITY COVERAGE: C.EMPLOYEES ASINSUREDAn"employee"of yours is an "insured"while The following is added to Paragraph A.1.,WhoIsoperatingacovered"auto"hired or rented An Insured,of SECTION II COVEREDAUTOSunderacontractoragreementinan"em- LIABILITY COVERAGE:ployee's"name,with your permission,while CA T4 20 02 15 ©2015 The Travelers Indemnity Company.All rights reserved.Page 1 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission. BA8J591007 COMMERCIAL AUTO 2)An adjustment for depreciation andphysicalAny"employee"of yours is an "insured"while us- ing a covered "auto"you don't own,hire or borrow condition will be made in determining actual in your business or your personal affairs.cash value in the event of a total "loss". D.SUPPLEMENTARY PAYMENTS INCREASED (3)If a repair or replacement results in better LIMITS than like kind or quality,we will not pay for the amount of betterment.1.The following replaces Paragraph A.2.a.(2)of SECTION II COVERED AUTOS LIABILITY (4)A deductible equal to the highest Physical COVERAGE:Damage deductible applicable to any owned covered "auto".(2)Up to $3,000 for cost of bail bonds (in- 5)This Coverage Extension does not apply to:cluding bonds for related traffic law viola- tions)required because of an "accident"(a)Any "auto"that is hired,rented or bor- we cover.We do not have to furnish rowed with a driver;orthesebonds. b)Any "auto"that is hired,rented or bor- 2.The following replaces Paragraph A.2.a.(4)of rowed from your "employee". SECTION II COVERED AUTOS LIABILITY G.PHYSICAL DAMAGETRANSPORTATIONCOVERAGE: EXPENSES INCREASED LIMIT 4)All reasonable expenses incurred by the The following replaces the first sentence in Para-"insured"at our request,including actual graph A.4.a.,Transportation Expenses,oflossofearningsupto$500 a day be- SECTION III PHYSICAL DAMAGE COVER-cause of time off from work. AGE: E.TRAILERS INCREASED LOAD CAPACITY We will pay up to $50 per day to a maximumofThefollowingreplacesParagraphC.1.of SEC-$1,500 for temporary transportation expense in- TION I COVERED AUTOS:curred by you because of the total theft of a cov- 1."Trailers"with a load capacity of 3,000 ered "auto"of the pri ate passenger type.v pounds or less designed primarily for travel H.AUDIO,VISUAL AND DATA ELECTRONIC on public roads.EQUIPMENT INCREASED LIMIT F.HIRED AUTO PHYSICAL DAMAGE Paragraph C.1.b.of SECTION III PHYSICAL The following is added to Paragraph A.4.,Cover-DAMAGE COVERAGE is deleted. age Extensions,of SECTION III PHYSICAL I.WAIVER OF DEDUCTIBLE GLASS DAMAGE COVERAGE: The following is added to Paragraph D.,Deducti- Hired Auto Physical Damage Coverage ble,of SECTION III PHYSICAL DAMAGE COVERAGE:If hired "autos"are covered "autos"for Covered Autos Liability Coverage but not covered "autos"No deductible for a covered "auto"will apply to for Physical Damage Coverage,and this policy glass damage if the glass is repaired rather than replaced.also provides Physical Damage Coverage for an owned "auto",then the Physical Damage Cover-J.PERSONAL PROPERTY age is extended to "autos"that you hire,rent or The following is added to Paragraph A.4.,Cover- borrow subject to the following:age Extensions,of SECTION III PHYSICAL DAMAGE COVERAGE:(1)The most we will pay for "loss"to any one auto"that you hire,rent or borrow is the Personal Property Coverage lesser of:We will pay up to $400 for "loss"to wearing ap- a)$50,000;parel and other personal property which is: 1)Owned by an "insured";and(b)The actual cash value of the damaged or stolen property as of the time of the (2)In or on your covered "auto". loss";or This coverage only applies in the event of a total c)The cost of repairing or replacing the theft of your covered "auto". damaged or stolen property with other No deductibles apply to Personal Property cover- property of like kind and quality.age. Page 2 of 3 ©2015 The Travelers Indemnity Company.All rights reserved.CA T4 20 02 15 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL AUTO K.AIRBAGS (2)Any: The following is added to Paragraph B.3.,Exclu-(a)Overdue lease or loan payments at the sions,of SECTION III PHYSICAL DAMAGE time of the "loss"; COVERAGE:( b)Financial penalties imposed under a Exclusion 3.a.does not apply to "loss"to one or lease for excessive use,abnormal wear more airbags in a covered "auto"you own that in-and tear or high mileage; flate due to a cause other than a cause of "loss"( c)Security deposits not returned by the les-set forth in Paragraphs A.1.b.and A.1.c.,but sor;only: d)Costs for extended warranties,CreditLifea.If that "auto"is a covered "auto"for Compre- Insurance,Health,Accident orDisabilityhensiveCoverageunderthispolicy; Insurance purchased with the loanorb.The airbags are not covered under any war- lease;andranty;and e)Carry-over balances from previousloansc.The airbags were not intentionally inflated. or leases. We will pay up to a maximum of $1,000 for any M.BLANKET WAIVER OFSUBROGATIONone"loss". The following replaces Paragraph A.5.,TransferL.AUTO LOAN LEASE GAP Of Rights Of Recovery Against Others To Us, The following is added to Paragraph A.4.,Cover-of SECTION IV BUSINESS AUTO CONDI- age Extensions,of SECTION III PHYSICAL TIONS: DAMAGE COVERAGE: 5.Transfer Of Rights Of Recovery AgainstAutoLoanLeaseGapCoverageforPrivateOthersToUsPassengerTypeVehicles We waive any right of recovery we mayhaveIntheeventofatotal"loss"to a covered "auto"of against any person or organization to the ex-the private passenger type shown in the Schedule tent required of you by a written contract exe-or Declarations for which Physical Damage Cov- cuted prior to any "accident"or "loss",pro-erage is provided,we will pay any unpaid amount vided that the "accident"or "loss"arises outofdueontheleaseorloanforsuchcovered "auto" the operations contemplated by such con-less the following: tract.The waiver applies only to the person or(1)The amount paid under the Physical Damage organization designated in such contract.Coverage Section of the policy for that "auto"; and CA T4 20 02 15 ©2015 The Travelers Indemnity Company.All rights reserved.Page 3 of 3 Includes copyrighted material of Insurance Services Office,Inc.with its permission. POLICY NUMBER: BA8J591007 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. UB7N703435 Travelers Property Casualty Company of America 9/1/2020 BKF Amendment 2 to Master Agreement for Design & Engineering Services for Junipero Serra Trail Final Audit Report 2025-03-17 Created:2025-03-13 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAJhMdQYEtbBmheDh8gU1-wXZ3rSEkTfD3 BKF Amendment 2 to Master Agreement for Design & Engineer ing Services for Junipero Serra Trail" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-03-13 - 3:40:23 PM GMT- IP address: 35.229.54.2 Document emailed to Jindy Gonzalez (jindyg@cupertino.org) for approval 2025-03-13 - 3:43:56 PM GMT Email viewed by Jindy Gonzalez (jindyg@cupertino.org) 2025-03-13 - 3:44:47 PM GMT- IP address: 3.232.50.116 Document approved by Jindy Gonzalez (jindyg@cupertino.org) Approval Date: 2025-03-13 - 3:46:06 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-03-13 - 3:46:10 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-03-13 - 3:46:24 PM GMT- IP address: 52.202.236.132 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-03-14 - 0:35:31 AM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to jmansfield@bkf.com for signature 2025-03-14 - 0:35:34 AM GMT Email viewed by jmansfield@bkf.com 2025-03-14 - 3:42:32 AM GMT- IP address: 172.226.6.14