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14-088 Biggs Cardosa Associates, consultant Services for Sport Center Privacy Wall Structural Investigation OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVE?NUE- CUPERTINO, CA,95014-3255. TELEPHONE: (40E)777-3223 • FAX: (408)777-3366 WEBSITE:www.cupertino.org CUPERTI'NO May 29, 2014 Biggs Cardosa Associates 865 The Alameda San Jose, CA 95126-3133 Re: Agreement for consultant services. Enclosed for your records is a fully executed original copy of the agreement with the City of Cupertino. If you have any-questions, please contact the Public Works Department at (408) 777-3354. Sincerely, Andrea Sanders Senior Office Assistant City Clerk's Office Enclosure cc: Public Works Client#: 31 BIGGSCARD DATE(MM/D ACORDTM CERTIFICATE OF LIABILITY INSURANCE 6/13/2014' PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Dealey, Renton&Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O. Box 12675 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Oakland, CA 94604-2675 - 51'0 465-3690 INSURERS AFFORDING COVERAGE­, NAIC# INSURED INSURER A: Travelers Property-Casualty Co 25674 - .Biggs"Cardosa Associates, Inc. INSURER B: XL Specialty Insurance.Co. 37885 865"The Alameda t INSURER c: Travelers Indemnity Co.of Conn 25682 San Jose, CA 95126 INSURER D: - INSURER E: COVERAGES 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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR NSR DATE MM/DD/YY DATE MM/DD/YY A GENERAL LIABILITY 68048681-386 09/01/13 09/01/14 EACH OCCURRENCE $-110-0-0-000 .. X COMMERCIAL GENERAL LIABILITY DAMAGES( RENTED $1,000,000 CLAIMS MADE F_x_1 OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1 000 000 GENERAL AGGREGATE $2'000 000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG s2,000,000 X POLICY PRO- LOC _ JECT C AUTOMOBILE LIABILITY BA49551_513 09/01/13 09/01/14 COMBINED SINGLE LIMIT $1,000,000 X ANY AUTO (Ea-accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS - (Per person) $ X HIRED AUTOS BODILY INJURY. _ $ „ X NON-OWNED AUTOS _ - (Per'accident) - PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO EA ACC $ OTHER THAN AUTO ONLY AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR FI CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ _ $ WC STATU- OTH- A WORKERS COMPENSATION AND UB765OY233 09/01/_13_ _ 09/01/14 X_ 1 TO Y_I_IMIT —_ - EMPLOYERS'LIABILITY - i E.L.EACH ACCIDENT $1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 BOTHER Professional DPR9713536 03/01/14 03/01/15 $2,000,000 per claim Liability $4,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Project: CSC Wall Structural Evaluation. City of Cupertino is an additional insured to General and Automobile!Liability per policy form wording. Waiver of Subrogation applies to General&Automobile Coverages. CERTIFICATE HOLDER CANCELLATION 10 Days for Non-Payment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Cupertino DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN Attn: Katy Jensen,Contract Manager NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 10300 Torre Avenue IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Cupertino, CA 95014 REPRESENTATIVES. A ORIZED REPRESENTATIVE ACORD 25(2001/08)1 of 1 #S1009602/M905270 CCB O ACORD CORPORATION 1988 VICKCON-01 GGOMEZ ACOR�� CERTIFICATE OF LIABILITY INSURANCE DAT D/YYYY) 6//13/213/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Beth Firmeza ASURA Risk Insurance Services PHONE 925 701-3080 FAX Lic#OH92038 IA/C,No Ext: ) A/c No): (925)701-3081 5000 Ho and Road,Suite 402 E-MAIL bfirmeza@asurarisk.com PY ADDRESS: Pleasanton,CA 94588 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Navigators Insurance Company INSURED INSURER B:General Ills. Co. of America 24732 Vickers Concrete Sawing Inc. INSURER C:TOPA Insurance Company 392 E.Gish Road INSURER D:American States Ins. Co. 19704 San Jose,CA 95112 INSURER E: INSURER F _ COVERAGES CERTIFICATE NUMBER: _ -REVISION.NUMBER: 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. INSR TYPE OF INSURANCE INSR WVD POLICY NUMBER LTR MM DD/YYYY MM/D/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X X SF10CGLO15655-04 10/01/2013 10/01/2014 PREM DAMAGE T RENTED 50,000 PREMISES Ea occurrence $ CLAIMS-MADE a OCCUR MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 JECT F7]POLICY X PRO- LOC EMPLOYEE BENEFI $ 1,000,000 A COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY 1,000,000 Ea accident $ B X ANY AUTO 24CC309435-1 10/01/2013 10/0112014 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS HIRED ALIT PROPERTY DAMAGE $ OS AUTOS NON-OWNED PER ACCIDENT UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 C X EXCESS LIAB CLAIMS-MADE XL660424301 10/01/2013 10/01/2014 AGGREGATE $ 5,000,000 DED X I RETENTION$ 0 $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A, (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under — — - DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Property 01CI146782-7 10/01/2013 10/01/2014 Hired Equipment 50,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Ref.Job: Cupertino Community Center,21111 Stevens Creek Blvd,Cupertino,CA Additional Insured,Primary Wording and Waiver of Subrogation with respect to General Liability Policy applies to Biggs Cardosa Associates,Inc.and City of Cupertino-per attached endorsement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Katy Jensen,Contract Manager ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino 10300 Torre Ave Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD AGREEMENT BETWEEN THE CITY OF CUPERTINO AND BIGGS CARDSOA ASSOICATES FOR CONSULTANT SERVICES FOR CUPERTINO'SPORT CENTER PRIVACY WALL STRUCTURAL INVESTIGATION: THIS AGREEMENT,for reference dated May 19,2014:is by and between CITY OF.CUPERTINO, a municipal corporation(hereinafter referred to,as"City"),and BIGGS CARDOSA ASSOCIATES,a lifomia corporation,whose;address is$65 The Ala nQdaSan lose,CA 95126-3133(hereinafter,referred. t /J,•� �Q as"Consultant;'),and1smade with reference to the following: V / FC]T: LS: A. City is amunicipal corporation duty organized and validly existing,under the laws of the State of California with the power to carry on its business as it now being conducted under the, Constitutiomand the:statutes-of the State of California and theCupertino Municipal Code. B. Consultant isspecially trained,experienced and competent to perform the special services which will be requiredbythis Agreement;and C. Consultant possesses the skill,.experience;ability,background,certification and knowledge to provide the services described in this Agreement on the.terms and conditions described herein. D. City and Consultant desire to enter into a consultant services agreement'for structural 4,/ investigation of a,privacy wall'at the Cupertino'Sports Center upon the terms andconditions herein. •t NOW,THEREFORE,it is mutua]ly;agreed by and between the undersigned parties as follows: 1. TERM: The term of this-Agreement shall commence on the date this agreement is executed and shall terminate on December,31,2014 unless terminated earlier as set forth herein.. 2. SERVICES`TO BE-PERFORMED: Consultant shall perform each and every service set forth in ATTACHMENT ONE,SECTION B. TICI:ED"SCOPE'OF BASIC SERVICESAND RESPONSIBILITIES'which is attached`hereto and 'incorporated hereimby this reference. 3. SCHEDULE OF PERFORMANCE: The Services of Consultant are to be completed according to the schedule set out in ATTACHMENT ONE,,SECTION D,TITLED -PERFORMANCE SCHEDULE ", whichiis attached hereto and incorporated hereimby this.reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed sixteen=thousand.Dollars($16,000 .00).The rate of payment is set outin AfTACHEMENT ONE,,SECTION E,TrMED-"CONWENSATION", which is attached::hereto and incorporated herein. Consultant shall furnish.to City a detailedistatementofthe work performed:for compensation during the term of'this Agreement. Consultant may submit monthly.invoices for interim progress payments during. the course of,each,phase,clearly stating as a minimum the total Contract amount,amount paid to date,, percent complete and amountdue. Biggs Cardosa Associates CSC Wall Structural Evaluation Consultant Agreement May 19,2014 City of Cupertino Page,I of 9 5. TIME IS OF THE ESSENCE: Consultantrand City agree that time is of,the essenceregarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services.hereunder in,a manner commensurate with the prevailing standards of like professionals•in the San Francisco Bay Area and;agrees,thatall,services shall be performed by qualified and experienced personnel who are not employed by the City nor.haveany contractual relationship with;City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of-'employer-independent contractor. Themanner and means-of�conducting>the work'are under the control of Consultant, except to theextent they are limited by statute.:rule or regulation and the'express terms of this Agreement. No civil.service'status or,other right of "employment will be,acquired by virtue of Consultant's services. None of the benefits:provided'by City to its employees; including,but not limited to, unemployment insurance,workers'compensation plans, vacation and°sick leave.are;available from City to Consultant,.its employeesor agents: Dedu_ctions,shall not be made for.any state.or,federal taxes, FICA payments,PERS payments,.or other purpose's normally associated with an'employer- employee-relationship;fromany.fees due Consultant. Payments of the above items;if required, are the responsibility of Consultant. 8. IMMIGRATION_REFORM AND CG)NTROL ACT (IRCA): Consultanttassumes any and all responsibility for verifying the identity and.employment authorization of'all of his/her employees,performing work hereunder, pursuant to all applicable IRCA or other federal,or statecrules,and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability,costs or,expensesarising;from,any noncompliance'of this provision by Consultant. 9. NON-DISCRIMINATION• Consistent withCity's.policy that harassment and'discriminatiomare unacceptable employer/employeeconduct,Consultant agrees that..harassment or discrimination directed toward a job applicant,a City employee, or a.citizen by Consultant or Consultant's employee or subcontractor on the 'basis of race, religious,creed,color,nationaborigin,ancestry,'handicap,disability,marital status, pregnancy,sex, age,br'sexual.orientation,will.not be tolerated.. Consultant agrees that-any-and all violations.ofkthis provision shall constitute atmaterial breach of this Agreement. 10. PROJECT COORDINATION CITY: Director of Public Works shall be representative of City "for all purposes under this Agreement, Katy Jensen is hereby designated as the .Director of Public Works' designee:and .Project Manager,and shall supervise the progress!and executlonofthis Agreement. CONSULTANT: Consultant shall assign a single 'Consultant Project Manager to have overall responsibility for the progress and execution of,this Agreement for Consultant. Should clrcumstances,or conditions subsequent to the execution of the Agreement require,a substitute Consultant.Project,Ivlanager for•any reason,the Consultant Project Manager designee shall be subject to the prior written acceptance. and approval of the City Project Manager. The-designated Consultant Project Manager shall be'Dennes Furies Biggs Cardosa Associates CSC Wall Structural Evaluation Consultant Agreement May 19,,2014 City of Cupertino Page`2 90 11., HOLD HARMLESS: A. Indemnity Obligations Subject to Civil.Code.Section 2782.8. 1. Where. the law establishes a standard of care for Consultant's ,professional services, and to theextent the Consultant breaches°or,fails'to meet such established standard of care; or is alleged to have breached or failecf to meet,such standard of care, Consultant shall, to the fullest extent allowed by law, with respect-to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from'and against any and all liability,claims, actions,'causes of action or demands whatsoever against.any of them, including any injury'to or death of any person or damage to property or other liability of any nature, that,arise�out=of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers; officials, agents or,independent contractors. Such costs and expenses shall include reasonable attorneys'fees of counsel of City's:choice, expert fees and all.other costs and:fees of`litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the solesor active negligence or willful misconduct of,City, its agents or employees: 2. Notwithstanding the,foregoing, the;Consultant has no duty to provide or to pay for an up-front,defense:against unproven claims or allegations, butshall pay or reimburse the City for its reasonable attorneys' fees of counsel of City's choice, expert fees and Al other costs and fees of litigation to the extent caused by the negligence, recklessness, or willful misconduct,ofConsultant.or its employees,'officers, officials; agents or independent contractors. However, the Consultant shall provide its immediate;and active cooperationiand assistance to the City,at no additional cost to;the'City,!inanalyzing, defending,and resolving such claims. B. Claims for Other. Liability. For all liabilities other than those included within paragraph.A. above, Consultant shall, to the fullestextent,allowed by law, indemnify, defend, and hold harmless the City and its officers,,officials, agents, employees and volunteers-against any and all liability; claims, actions, causes.of action or demands whatsoever'from and'against any of them, including any injury to or death of any person or damage to property-or other liability,of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Consultant or Consultant's employees, olficers,officials, agents or independent contractors. Such costs arid expenses shall include reasonable. attorneys' fees of counsel of City's choice, expert fees and all other costs:ancl fees,of,li ligation. Consultant shall not be obligated under this Agreement to indemnify City to the 'extent that the damage is caused by the sole or, active negllgence;or willful misconduct of City, its agents,oremployees. C. Claimsinvolving-intellectual propery. in addition to the obligations,set forth in(A) and (B) above, Consultant shall indemnify;defend, and hold the City, its elected and appointed officers; employees, and volunteers, harmless from and against,any Claim{in which•aviolation of intellectual property rights, including'.but not limited to copyright or patent rights;is:alleged that arises out of, pertains to, or relates'to Consult ant's, egligence, recklessness or willful misconduct under this Agreement. Such costs, and expenses shall :include reasonable attorneys' fees of counsel of,City's-choice,:expert fees and all other costs and fees of litigation.. Biggs,Cardosa.Associates CSC Walt Structural Evaluation Consultant Agreement May 19,;2014 City of,Cupertino Page;3 of 9 12. INSURANCE: Or ror..before the commencement;of'the term,offhisAgreemen t, Consultant shall famish City with certificates:showing the type,amount,effective dates,and dates of expiration ofinsurance;coverage in compliance with paragraphs 12A, B,'C,.D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above. insurance'covered bythis'certificate,be,canceled before the expiration date thereof,the insurer�affording coverage shall provide thirty (30)days!advance written notice tathe City,of"Cupertino; Attention:City Manager." It is agreed thatConsultant shall maintain'.in,force,at all times during the.performance;ofthis Agreement all appropriate coverage,of'insurance required..by this Agreement with,an insurance company that is acceptable to City and authorized tondo insurance business in the State,of California. Endorsements naming the City as additional insured in,relation to the commercial general liabilityand commercial automobile,liability policies+shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following'insurance coverage: (1) Workers'Compensation: :Statutory coverageas•required by the StaterofCalifornia. (2) '.Liability:. Commercial general liability.coverage:in thefollowing minimum,limits: Bodily Injury: $500;000 each occurrence $1.,000,000 aggregate-all other Property Damage: $100000 each,.occurrence $250,!000 aggregate If submitted, combined single limit policy with aggregate'limits,in the amounts of$1,000,OOO will be considered equivalent,to the required minimum limits shown above!. (3) Automotive: Commercial automotive liability coverage iwthe following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000each.occurrence or Combined.Single Limit: $500,000.each accident "(4) Professional'.Liability: Professional liability insurance which ineludes,coverage for the professional acts, errors,and omissions,of Consultant irothe amount of at least;$1,000,000 per claim and in the,aggregate. B. SUBROGATION:WAIVER: Consultant agrees that in the event of,loss clue to any of the perils for which,he/she has agreed to provide commercial general and automotive liability insurance,Consultant shall look solely to his/her insurance fonrecovery. Consultant hereby grants'to City,onbehalf of�any insurer providing,commercial ,general and automotive liability insurance to either Consultant.or City with respect to the services of Consultants herein,a waiver,of,anyright to subrogation which any such insurer of said Consultant may acquire against City"byvirtue,of the..payment of any loss;under.such,insurance. Biggs.Cardosa Associates CSC Wall Structural Evaluation Consultant Agreement May 19;.2014 City of Cupertino Page 4'of 9 C. FAILURE TO'SECUREi, If''Consultant,at any time during the-term hereof should fail tosecurelor maintain the,foregoing. insurance, City�shall be permitted to obtain such insurance m.the Consultant's,name,oras amagent.of the Consultant and shall;be compensated by the Consultant,for the costs of theinsurance premiums at the maximum rate permitted bylaw and computed from.the date written notice is received that the premiums�have not been paid. D. ADDITIONAL INSURED: City, its City Council,:boards,and-commissions, officers,employees and volunteers shall be named'as,an'additiona] insured under a_tl insurance coverages,excephany workers compensationand professional liability insurance, required by this Agreement. Anadditional insured named hereinshall notbe,held-liable for any premium, deductible portion of any loss, or expense of any nature on.this policy or:any extension thereof. Any other insurance held,:bran additional insured shall not.be required to contribute anything toward any loss or expense,covered by the insuranceprovided by this'policy: E. SUFFICIENCY'OF INSURANCE: The insurance limits-required by City°are,not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's,insurance broker,to determine:adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it-is not a.conflict oHmerest for Consultant to perform the services required by this Agreement. Consultant may be required to fill ouua conflict'of interest form if the services provided unifier this Agreement.reiluire Consultant to make certain,governmental decisions,or serve in staff capacity.as•definedan Title-2,-Division 6, Section 18700 of the California.Code,of Regulations. 14. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate,or transfer this,Agreement,or any interest therein,directly'or indirectly„by operation of,law:or,otherwise,without prior written.consentof'City. Any attemptto do so without said consent,shall.be,nuII and void,and any assignee;sublessee,. hypothecate or transferee shall acquire no'right'or"interest by reason of such attempted assignment, hypothecation or transfer. However,claims for.money by Consultant from'City.under this Agreement may be assigned to,a bank, trust'company or other financial institution without prior written-',consent. Written notice of assignment shall be promptly.furnished'to,Cityby.Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of anygeneral partner orjoint venturer or,syndicatemember or cotenant,if Consultant isapartnershiporjointventure orsyndicate or cotenancy, which shall,resultim changing;the control of Consultant, shall be construed as an°assignment of this,Agreement. Control means,fiftypercent(50%)or moreof the voting power of the corporation. 15. SUBCONTRACTOR APPROVAL: Unlesslpriorwritten consent from City is obtained,:only,those.people and subcontractors whose names.are,,included in this Agreement shall be usecfin,the performance of this Agreement. In the event that Consultant employs'subcuntractors,such,subcontractors shall,be required to furnish proof of workers'compensation insurance and shall also be required'to carrygeneral,.automobile and professional liability insurance iwreasonable conformity to the insurance'carried by Consultant. In addition, any work or services subcontracted hereunder shall:be,subject.to each provision of this Agreement. Vickers Concrete Sawing, Inc. 392 East Gish Road San Jose,CA 95112 Biggs Cardosa.Associates CSC Wall`Structural Evaluation Consultant Agreement May 19,2014 City of Cupertino Page:'5 of License#552039 16. PERMITS AND LICENSES: Consultant,at his/her sole,expense,shall obtain and..maintain during the term of this Agreement, all appropriate permits,certificates!and-licenses including,.but not limited to,.a'City'Business License,;that may be required in connection with the performance ofeservices hereunder. - 17. OWNERSHIP-OF WORK: A. Any interest copyright interests)of Consultant and its subconsultants'in each sand every study,.document, report, draft, memoranda, work,product, map, record, plan, drawing„ specification and other:.deliverable,.in any medium prepared orcreated by Consultant or its subconsultants,pursuant to or in connection with this Agreement;,shallbe'the exclusive property of City. To the extent permitted by Title 17 of U:S. Code,all work product,prepared.or created under this Agreement.shall be..deemed works for hire and all copyrights in such,works.shall be the property of City. In•ahereventthat it is ever determined that'any.works.prepareiTor'created by Consultant or any subco-risultant under this Agreement,are not works.for hire under U.S.law,Consultant hereby=assigns to City all copyrights to'such works when and ascreated. With Owner's prior written approval, Consultant may retainanduse copies of such works forreference and as,documentation of its;experienceand capabilities and in'its promotional materials. With respect to,Consultant's standard details, Consultant may retain the copyright,but;grants.to.City a,perpetual non-exclusive license to use such defails'in connection withthe Project. B. Without limiting any other City right toeanyoPtheworks prepared or created by Consultant or its'subconsultants, all works may be-used by City in execution or implementation of: (1) The original Project for which Consul tantwas hired; (2) .Completion of the original Project by others; (3) Subsequent additions to the original project;,and/or (4) Other City projects as appropriate. C. Any City reuse of'works shall be subject to California Business and Professions Code. Sections 5536:25,.6735;6735.3 or 6735A, &and to the extent applicable. Any City reuse of works for any purpose other than those in B(1),through B(3) above, and anymodificationsto any of the works,,shall be at City;s sole'risk and expense, D. 'Consultant shall, atsuch.time,and in,such form as City may require,furnish reports concerningthe'status of7services required under this Agreement. E. All written work required to be provided,by this Agreement(other than large-scale architectural plans and similar items) shall be printed on recycled paper and shall be copiedlon both sides of the-paper exceptfor one original,whichshall be single sidled.. F. No work,,informatiomor,other data given to,or,prepared created or assembled'by Consultant or any of its subconsultants;pursuant-to this�Agreement,shall be made available to-any individual or organization byConsultant or any subconsultant without prior approval by City. G. Electronic and hard copies of ConsullantSs work productshall constitute the Project deliverables..Plans shall.be in CAD'and PDT formats,and otherdoc_u_m_ents'.'shal_I_bean Microsoft Word . and PDNormats. 18. RECORDS: Consultantshall maintain complete and accurate:records with respectko,sales,costs,expenses, receipts and other such:informatiowrequtred by City--hat the performance,of services-under:this Agreement. Consultant shall maintain adequate;records of services,provided insufficient detail to permit an evaluation of services. All such',records shall be maintained in accordance with.generalIy%accepted accounting principles and shall be clearly identifiecTand readily accessible. Consultant shall provide free Biggs Cardosa,Associates CSC Wall Structural Evaluation Consultant Agreement May 19,2014 City of Cupertino Page of 9 access'tosuch books�and-records.to the,representativ s of City or its designees at all proper times;:and gives City the right to examine and,audit same; and,to make transcriptsAere,from as necessary, and to allow inspection of allwork,data, documents, proceedings and<activities,related to this Agreement. Such records,•together with supporting documents,shall be keptseparate from otherdocuments:and records .and shall be maintained,for a period of three (3)years after receipt,-of final payment. Ifsupplementalexamination or audit of thertecords is necessary'clue"torconcerns raised by City's preliminary examination or audit of records, and the City's supplemental exainination,or,audit of the records.discloses-a.failure to,adhere-to appropriate internal financial controls,or other breach of contract or failure to;actin,goodz faith; then Consultant shall,wimburse City for all reasonable costs and expenses associated with the..suppl_emental examination or audit. 19. NOTICES: All notices,demands„requests,orapprovals to be.given under this Agreement shall be given in writing,and,conclusively,shall be:deemed served when delivered personally or onthe second business day after the deposit thereof in-the United_States Mail, postage prepaid„registered.•or certified, addressed. as.hereinafter provided. All notices,;demands,.requests,.or approvals.from Consultant to City.shall'be addressed;to City at: City'of'Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention:Katy Jensen,Contract Manager All notices,demands, requests,or approvals from City to Consultant,shalt be addressed to Consultant at: Biggs Cardosa Associates 865 The•Alameda San Jose,CA 951263133 Attention: Dennes,Furia '20. TERMINATION: In the eventConsultant fails or refuses to,perform'anyof the_provisions hereof at the time and in the manner required hereunder; Consultant shall,becteemed inrdefault in the performance of this Agreement. If such default is not cured•within the'tirne,specified after receipt by Consultant from City of written notice.of default,specifying the nature-of such default and the.steps necessary to cure such default, City may-terminate,the.Agreement forthwith by giving to',the Consultant written notice thereof. City shall have the option, at its sole'c iscretion.and without cause,of terminating th I is.Agreement by giving seven (7) days'prior written notice to Consultant,as provided herein. Upon.termination of this .Agreement;each,partyshall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. In theeventof termination, Consultant shall deliver to City,copies of=all,reports,documents, and other work performed by Consultant under this Agreement. 21. COMPLIANCES: Consultant shall comply with all state orfederaltaws and all ordinances;-rules`and regulations enacted or issued by City. Biggs Cardosa Associates CSC Wall Structural':Evaluation Consultant.Agreement - May 19,2014 City;of Cupertino Page Tol'9 22. CONFLICT OF LAW: This Agreement shall.be-:interpreted under, and enforced by the laws of the State,ofCalifornia excepting any cnoice-of law rules which may direct theapplication'of laws of another jurisdiction. The Agreement and obligations of the parties are:subjecti:o all valid laws,orders, rules,and regulations of the authorities�having jurisdiction over this Agreement(or the.successors-ofthoseiauthori ties.) Any suits brought pursuant to this Agreement shall be4iled with,the courts:of'..the County of Santa Clara, State of California. 23. ADVERTISEMENT: Consultant shall not post,exhibit,displayorallow to-,bey posted,exhibited,displayed any signs, advertising;show bills, lithographs,,posters or cardsof any kind pertaining to�the,services performed under,this Agreement.unless prior written approval has been secured from City•to doaotherwise. 24. WAIVER: A waiver by City of.any breach of any term, covenant, or:conditioncontained hereimshall not be deemed to be a.waiver of.any subsequent breach of the same ovany'other term;:covenant, or condition contained herein, whether of the'same or different character. 22. INTEGRATED CONTRACT: This Agreement represents the full,and complete u`nderstanding,of every kind or nature. whatsoever between the parties.hereto, and all preliminary negotiationsand agreements,ofwhatsoever kind or nature are,merged herein. No verbal agreement or implied covenant shall beheld to vary the provisions hereof. Any modification of,this.Agreement will be,effective only,by written execution signed. by both City and Consultant. 25. GIFTS: A. Consultant is familiar with City's,prohibition,against the acceptance of'anygift.by City officer or designated employee, which prohibition is found in City Administrative.Procedures. B. Consultant agrees not to offerany City officer or designated employee any gifi'prohibited by the Administrative Procedures. C. Theeoffer'or giving:of:any prohibited gift.shall constitute-a material breach of this Agreement by Consultant. In addition to„any other remedies,.City may have in law,or:equity,;City may terminate this Agreementforsuch breachl..as provided`in,Section 19 of this Agreement. 26. INSERTED PROVISIONS: Each provisiomand clause required by;:lawto�be'inserted into the Agreement shall be deemed to be enactedberein,,and the'Agreement shall be read and enforced as though each were included herein. If- through mistake or otherwise,,any such,provisionisriot inserted or-is not correctly'inserted, the Agreement shall be amended to make such insertion onr application by either party, 27. CAPTIONS: Thecaptions-in this Agreement are-for convenience only,:are not'a part'of the Agreement and in no waylaffect, limit or amplify the'terms or provisions oPthis Agreement. Biggs Cardosa Associates CSC Wall'Structural;Ebaluation Consultant Agreement May19,.2014 City of Cupertino Page 8-of 9 P.O.No: ���� IN WITNESS.WHEREOF; the parties have caused the Agreement to be executed. CONSULTANT: CITY OF CUPERTINO: A Municipal Corporation Biggs Cardosa Associates' By (� ��V LW� By �a Tt n-b rden„Directorof°PublicWorks Name Mahvash Harms Date 2 Title Principal Date May 15,2014 Tax I.D. No, 77-00-99204 APPROV ED AS TO FORM: Address:865'The Alameda San lose,CA 95126-3133 (408)296-5515 ,—,,ardl Koraile;City Attorney 'ITEST: Grace Schmidt,City Clerk Contract Amount: ,+ !�1 000. 06 Account No. : 420- g/5 2 - 9300 .Biggs Cardosa rAssociates CSC Wall Structural Evaluation .Consultant.Agreement May'19,2014 City of Cupertino Page of 9 r- CITY OF CUPERTINO ATTACHMENT ONE CUPERTINO SPORTS'CENTER PRIVACY WALL STRUCTURAL EVALUATION INTRODUCTION in 104f Attachment"ONE"to the City,of;Cupertino Consultant Agreement defines the CONSULTANT scope of services, schedule of performance, deliverables, and compensation for the Cupertino Sports Center Privacy Wall Structural Evaluation project. SECTION A: DESCRIPTION OF PROJECT SECTTON'B: SCOPE OF BASIC SERVICES AND RESPONSIBILITIES SECTION C: DELIVERABLES, SECTION D: SCHEDULE OF PERFORMANCE SECTION E: COMPENSATION SECTION A: PROJECT DESCRIPTION .A-1 DESCRIPTION The CONSULTANT shall provide structural engineering and technical analysis services necessary to perform a structural evaluation of. the Cupertino Sports Center perimeter privacy wall and make recommendations with program level cost estimates for maintaining the wall in a safe condition... A-2 PROJECT COORDINATION The following individuals are the primary contacts for all questions and actions regarding the administration of'this Service Order: CONSULTANT: Biggs Cardosa CITY: The Department of Public Works Dennes Furia,Project Manager Katy Jensen,Contract Manager 865 The Alameda San Jose, CA 95126-3133 10300 Torre.Avenue Cupertino,CA ,95014 408296-5515 408-777-3248 dfuria @biggscardosa.com katyj @cupertino.org Biggs Cardona Associates CSC Wall!Structural Evaluation Consultant Agree`nenEAttadunent One May.19,2014 City of Cupertino. Pagel of 5' CITY OF CUPERTINO ATTACHMENT ONE CUPERTINO SPORTS CENTER PRIVACY WALL STRUCTURAL EVALUATION SECTION B: SCOPE OF BASIC SERVICES AND RESPONSIBILITIES The CONSULTANT shall perform the following;specific services: TASK 1.0 INVESTIGATE EXISTING CONDITIONS 1.1 The CONSULTANT shall review record drawings; City GIS mapping of the existing wall„and any other drawings or technical;reports available that describe the existing condItionsin the project area. 1:2 The CONSULTANT shall assess field conditions at the project site, identify visible differences with the record facility drawings, and meet with CITY personnel familiar with the site to identify and obtain project background:in forma tion. 1.3 The CONSULTAN;T`shall use the GeoForensics, Inc. soils engineering report provided by the City for the structural evaluation and proposed options. TASK 2.0 EVALUATE STRUCTURAL INTEGRITY OEEXISTING WALL 2.1 The CONSULTANT shall provide the CITY with a written work plan and proposed schedule for thewalFfooting investigation five (5)business days after the City's notice to proceed (NTP)'. 2.2 The CONSULTANT shall coordinate field operations necessary For Task 10 with the designated City Project manager a,minimum of five (5) business daysin advance of the planned work. 2.3 The CONSULTANT shall expose minimum of three (3) wall footings, inspect%the critical structural components, and evaluate the wall's suitability for'continued use. The CONSULTANT shall expose the footings in a minimally disruptive manner to the surroundinwareaeand return the exposed footings,the pre inspection condition upon completion. The CONSULTANT shall "repair the court surface with black asphalt finished Flush,and smooth with adjacent court surfaces. The CONSULTANT shall mange the,subcontractbr to provide a safeand orderly work site°,throughout the field operation. All work shall be performed only on City property. 2.4 The CONSULTANT shall provide a Field,Operations'Report summarizing the wall investigation activity including,but not limited to: date, time on site, City,Consultant, subcontractor Biggs Ca rdosa Associates CSC Wa II,Structnral.Evaluation Consultant Agreernent-AttadSmentOne May99,2014 City of Cupertino Page 2 of CITY OP CUPERTINO ATTACHMENT ONE CUP.ERTINOSPORTS CENTER PRIVACYWALL STRUCTURAL EVALUATION personnel and equipment on site„safety measures, activities undertaken, rough data collected, and other pertinent observations including digital photographs. TASK 3.0 STRUCTURAL EVALUATION 3.1 'The CONSULTANT submit draft structural evaluation with options for City coinnient. The structural evaluation shall include investigation methodology,. data collected, data analysis, option(s) for rnaintaining.the privacy wall in the existing location, and an estimate,of probable construction cost for each option. Field reports, daily logs, photographs,;sketches, and other pertinenClield observations/information shall be included as appendices and,referenced to the structural evaluation. 12 The CONSULTANT shall meet with the CITY to_discuss'the draft,structural evaluation.. 3:3 The CITY shall provide written'comments to the CONSULTANT within ten (10) business days of the draft submission. 3.4 The CONSULTANT shall incorporate the,CITY'S comments,into a final structural evaluation and provide the CITY with the deliverables,defined in Item C, Task 14. SECTION C: DELIVERABLES The CONSULTANT shall deliver the following items to the CITY: TASK 2.0 2.1 Field Operations Work Plan and Schedule=8=1/2"xlI electronic copy in :pdf format-schedule in MS Project compatible format. 2.4 Site Field,Operations Report-8''r1/2"x71 electronic copy in ,pdf'format TASK.10 3:1 Draft structural evaluation-3-1/2"x11 electronic copy in .pdf format 3.2 Meeting'summary-8 1/2"xl1 electronic copy in .pdf format 3.4 Final structural evaluation- One.(]) wet signed,original, five (5) each 8,1/2"xlI bound hard copies, and one(1) electronic copy in :pdf,format, SECTION D: PERFORMANCE SCHEDULE All work under this Consultant Agreement shall be completed by December 31, 2014 Task Delivery Schedule: The task deliverables,in Item C shall.be received by the CITY as indicated below: Biggs'Cardosa Associate's CSC WaIrStruetural.Evaluation Consultant Agreement-Attachment One May 19,2014 City of Cupertino Page 3 of 5 i CITY OF CUPERTINO ATTACHMENT ONE CUPERTINO SPORTS CENTER PRIVACY WALL STRUCTURALEYALUATION Task 2.1 Field Operations Work Plan,and Schedule Five,(5) business days after City NTP 2.4 Field report-wall footing inspection Five (5)business days after inspection. Task-3.1 Draft,structural evaluation Fifteen (15) businessdays after inspection 3.2 Meeting summary Five (5)business days aftermeeting 3.4 Final structural evaluation Ten (10)business days after 3.3 City comments SECTION E: COMPENSATION E-1 Base Compensation: The base compensation for this agreement shall not exceed fifteen thousand three Hundred fifty dollars ($15,350.00). Any work which exceeds the base compensation shall be at no-cost to CiTY unless authorized under E;4„Additional Services. E-2 Fee Budget Schedule: The Fee Budget Schedule for this AGREEMENT shall'be,asfollows: Task Task. Task Description Compensation Task 1.0: Investigate Existing Conditions $ 2,500.00 Task 2,0 Evaluate Structural Integrity of Existing Wall $ 8,350.00 Task,3'.0 Final Technical Evaluation accepted by City $ 4,500.00 Total $15,350:00 The CONSULTANT may invoice according-to the budget schedule only,after the CITY provides written approval for the Task deliverables identified in Item C. &3 Reimbursable Expenses: There.are.no reimbursable expenses',in this Agreement. E4 Additional Services: The CITY may request, in writing„additional CONSULTANT services not-identified in Item B, Tasks 1-3. The CONSULTANT shall provide=a written fee proposal and obtain the City s written authorization prior to performing,any additional services. This agreement provides•a sum of six hundred fifty dollars,($650.00) for Additional Services not-identified in ATTACHEMENT. The CONSULTANT shall not perform any,additional services that exceed that;amounL Biggs Cardosa Associates, CSC Wall Struct_m at Evaluation Consultant Agreement-Aitachment One May 19,.2014 City of Cupertino Page 4'"of 5 CITY'OIF CUPERTINO ATTACHMENT ONE CUPERTINO SPORTS CENTER PRIVACY WALL STRUCTURAL EVALUATION Each Additional Services proposal shall be separately negotiated, in advance, and pad either on a lump sure or time•and material basis as.authorized by the CITY. The CONSULTANT shall use the billing rates)below throughout the term of this agreement for time and material proposals. The.CONSULTANT shall invoice for authorized Additional Services performed the previous month according to the compensation schedule,identified in the agreement addendum.. Biggs Cardosa,Associates AR , t ILITE SCHEDULE Principal $200 to 260.00/hr. Associate 175.00 Consmtction Manager 180.00 Engineering Manager 150.00 Senior Structural Aepm-ventative 155.00 Project Administrator 125,00 Senior Engineer 134.00 stmcnual Representative 130,00 Project Engineer 120.OD Staff Engineer 108.00 Assiswit Engincer 100.00 Junior Engineer 95.00 Senior Computer Dmfier 110,00 Computer Drafter 95.00 Junior Computer Drifter 85.00 secrerarid scr ces .80.00 'Subconsultants Cost Plus 10°6 Eipenses Cost Plus.150"6 In-House CADD Plots Prints 50.30/sq.ft. Plots $1.50/$9.f. Mylar Plats 53.00/sci.ft. E'-5 Maximum Compensation The maximum compensation for this agreement, including Additional Services, is sixteen thousand dollars ($16;000.00). Any work that exceeds the total maximum compensation shall be at no cost to CITY. END OF ATTACHMENT ONE Biggs.Cirdosa.Associites C_SCMa 11,_S_Iructu ra 1.Eva]uation Consultant AgreementAttacliment One May 19,2014'. City'of Cupertino Pages of 5