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15-045 Ninyo & Moore for Geotechnical Observation and Material Testing ServicesCITY OF CUPERTINO Master Agreement Consultant Services SERVICE ORDER MASTER AGREEMENT PO#: 201.5·438 Service Order No.: 1 Maximum Compensation: $ 5,000.00 Account No.: ~~GOO 27&-9o-Cj7l c.;oo--9o) Term: NTP: June 6, 2015 END DATE: December 30, 2015 Apprnval by: City Manager City Council D D Consultant: Finn Name: Ninyo & Moore Director IX] Item Number: Address: 2149 O'Toole Ave, Ste. 30, San Jose, CA 95131 Contact: Mark Hahle Phone: (408) 435-9000 PROJECT DESCRIPTION Date: Date: Project Name: Stevens Creek Blvd at Perimeter Tum Pocket Extension IX] Description: Geotechnical Observation and Material Testing Services IX] Attachment A: Scope of Services and Compensation CITY PROJECT MANAGEMENT Managing Department: Public Works Department Project Manager: Erwin Ching FISCAL/BUDGET Master Agree1nent Maximum Compensation: Previously Encumbered on MA: Current unencumbered amount in Master Agreement: ENCUMBER: Account No. 270-9563-9300 ENCUMBER: Account No. I so#; 1 I so#: ·· Total to date: Am.aunt: $ 5,000.00 $ 0.00 $ 5,000.00 $ 4,994.00 $ $ 4,994.00 Master Agreement Balance: $ 6.00 Contract Manager:-+ ______ .,__Date: I·' 4~ 10 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~- City of Cupertino Service Order #1 Stevens Creek Blvd at Porimelcr Turn Pocket Extension -Gcotcclmical Observation and Material Testing ('.t,111< I.in I l"lrn1 ~D/l'.-J!Jl.,\nt1.n,.1\lt'! /1~,~1y\!l.lWJJJ:Li .<.} ()d11lwr '.W 13) APPROVALS CITY OF CUPERTINO Master Agl'eement Consultant Services SERVICE ORDER DircctorofPublic Works~ Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund for the above contract as estimated and that funds are available as of this date of signature. City Finance: ---+(j(,·1-(i-0~-'---1---------Date: City of Cupertino Service Orcler 111 Stevens Creek Blvd at Perl meter Turn Pocket Extension -Geolechnkal Obse1vation and l\faterial Testing ('·.t.lJld,ll'\j J111'1Jl \'<>l1'·llll.111i 1n<1•;l<'I il!~i't'<'l<H'iil·'> () ( ), {Ol><'I :10J <) ATTACHMENT A SCOPE OF SERVICES & COMPENSATION The CONSULTANT shall provide certain Program and Project Management services as required and requested by the CITY. The CONSULTANT shall provide services under this Master Ag1·eement on an "as needed" basis and only: (1) upon written request from the CITY's Director of Public Works or authorized Agent as defined in Section 11, PI~OJECT COORDINATION and (2) as defined in a fully executed SERVICE ORDER, Exhibit B. 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. The CONSULT ANT shall perform all services under this agreement to the currently prevailing professional standards and quality found among Program and Project Management Consultants ,,vith similar knowledge and skill engaged in related \vork throughout California under the same or similar circumstances. C. The CONSULTANT shall perform services under this AGREEMENT only by authorization of a folly executed SERVICE ORDER which shall clearly provide the nature of the specific services, the time limit ,,vithin which such services must be completed, and the compensation for such services. Unauthorized services performed by the CONSULTANT shall be at no cost to the CITY. D. The CONSULTANT shall begin work only after receipt of a fully authorized and executed SERVICE ORDER. The CITY shall incorporate each authorized and folly executed SERVICE ORDER into the terms and conditions of this MASTER AGREEMENT. E. The CITY shall designate a Project Manager for each authorized and fully executed SERVICE ORDER under this AGREEMENT. The CONSULTANT shall coordinate the SERVICE ORDER performance ,.vith the CITY's designated Prnject Manager. SECTION 2. BASIC SERVICES The Consultant shall provide Program and Project Management services for various CITY Public Works projects. All services performed shall be authorized by a fully executed SERVICE ORDER prior to work commencement. Consultant services under this Master Agreement may include, but are not lhnited to: City of Cupertino Sc1'\'icc Order #1 -Atfachment A Stevens Creek Blvd at Perimeter Turn Pocket Extension -Geotedmical Observation and Material Testing Page 1of2 (~;l<11\dilnl form .\:!_111.;;1i!JilD.L!.!l~l~ .. t1'_t'.\lgr1;L~lrn:ritJ::,:-;_lJ/\ Cklubc•r :WI :1) A. Construction Phase: ATTACHMENT A SCOPE OF SERVICES & COMPENSATION 1) Managing the project including client liaison, response to technical issues, work scheduling, and distribution of test data. . 2) Reviewing the project plans and specifications as·needed for field observation and testing. 3) Sample pickup of subgrnde, and aggregate base materials. 4) Performing in-place density testing during compaction testing of subgrade, aggregate base, and asphalt concrete on a part-time on·call basis using the nuclear m.ethod. 5) Laboratory testing of subgrnde and aggregate base materials to evaluate maximum dry density in accordance with ASTM D 1557. 6) Preparing daily field reports and reports of laboratory testing results to be submitted to the City of Cupertino. 7) Preparing and submitting an as-graded report with the results of our laboratory and field testing, and our conclusions regarding compliance with the project plans and specifications. Consultant Hourly Rate(s) The Consultant shall be compensated according to the following hourly rate(s) and fee(s), as enumerated in Tables 1 & 2 attached, for all work performed under authorized Service Orders. Labor and Equipment Catego1y Master Agreement Hourly Rate Principal Engineer/Geologist $155.00 Project Engineer/Geologist $138.00 Senior Staff Engineer/Geologist $120.00 Technician $ 93.00 Teclmical Illustrator $ 80.00 Administrative Assistant $ 65.00 Field Vehicle Usage $ 10.00 Nuclear Density Gauge Usage $ 12.00 Laborato1y Testing Master Agreement Lab Testing Rate Proctor Density with Rock Correction, $340.00 D1557, D698 Proctor Density D1557, 0698 $260.00 END OF ATTACHMENT City of Cupertino Service Order #1 "Attachment A Stevens Creek Blvd at Perimeter Turn Pocket Extension -Geoteclmical Observation and Material Testing Page 2 of .2 (~;tancfo1'< ! t'\1r111 rnm.u!tnnU11'1_~•\.<;'.Lil!.~g'..'.~.1JJ.<:!lt.~E.:-:Ji t\ c 'ktub<?r :w I :l) MASTER AGREEMENT BETWEEN THE CITY OF CUPERTINO AND NINYO &MOORE FOR GEOTECHNICAL OBSERVATION AND MATERIAL TESTING SERVICES THIS MASTER AGREEMENT,for reference dated 3 2015,is by and between CITY OF CUPERTINO, a municipal corporation(hereinafter referred to as "City"), and, NINYO&MOORE, a California Corporation,whose address is 2149 O'Toole Avenue, Suite 30, San Jose,California 95131 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B.Consultant is specially trained,experienced and competent to perform the special services which will be required by this Agreement;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 an agreement for Geotechnical Observation and Material Testing Services upon the terms and conditions herein. NOW,THEREFORE,it is mutually 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 September 24,2016 unless terminated earlier as set forth herein. 2.SCOPE OF SERVICES Consultant shall provide services under this Master Agreement on an"as needed"basis and as set forth in,Exhibit A,Scope of Services, and as specifically defined in a fully executed Service Order as set forth in Exhibit B,Service Order Process;both Exhibits which are attached hereto and incorporated herein by this reference. The City has sole discretion to authorize any Service Order and has no obligation to do so under this Master Agreement. City of Cupertino Consultant Master Agreement Geotechnical Observation and Material Testing Services Page 1 of 13 standard farm consultant master agreement-October 2013) 3.SCHEDULE OF PERFOMRANCE: All Consultant services under this Master Agreement shall be completed on or before the end of the Master Agreement Term. Each authorized Service Order shall include its own defined Schedule of Performance.In no case shall any Service Order's schedule of performance extend beyond the Master Agreement Term. 4.CONSULTANT COMPENSATION: The maximum compensation to be paid to Consultant under this Master Agreement shall not exceed Five Thousand Dollars ($ 5,000.00). The rate of payment is set out in Exhibit C, titled "Compensation', which is attached hereto and incorporated herein. No payment shall be made under this agreement unless authorized by a fully executed Service Order, Exhibit B. The sum of all Service Orders authorized shall not exceed the maximum compensation for this Master Agreement as defined above. 5.METHOD OF PAYMENT: The method of payment for services performed under this agreement is set out in Exhibit C, titled"Method of Payment",which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each authorized Service Order,clearly stating;the total Contract amount,amount paid to date,the work performed and percent complete, and amount due. All requests for payment from Consultant to City shall be addressed to the City to: Attention: Erwin Ching,Associate Civil Engineer City of Cupertino 10300 Torre Ave. Cupertino CA 95014 6. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 7.STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate City of Cupertino Consultant Master Agreement Geotechnical Observation and Material Testing Services Page 2 of 13 standard farm arnsultenL master a,Ercernent-October-'01.3) 1 II with the practice of a professional that specializes in performing professional services of a like nature and complexity, and agrees that all services shall be performed by similarly qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 8.INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant,except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees,including but not limited to,unemployment insurance, workers'compensation plans,vacation and sick leave are available from City to Consultant,its employees or agents. Deductions shall not be made for any state or federal taxes,FICA payments,PERS payments,or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items,if required, are the responsibility of Consultant. 9. IMMIGRATION REFORM AND CONTROL ACT (IBCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder,pursuant to all applicable IBCA or other federal,or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss,damage,liability,costs or expenses arising from any noncompliance of this provision by Consultant. 10. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct,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,national origin,ancestry,handicap, disability,marital status,pregnancy,sex,age,or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 11. PROJECT COORDINATION CITY:The Director of Public Works,or designated agent,shall be representative of City for all purposes under this Agreement. Erwin Ching is hereby designated as the Director of Public Works' agent and shall supervise the progress and execution of this Agreement. City of Cupertino Consultant Master Agreement Geotechnical Observation and Material Testing Services Page 3 of 13 standard form consultant master agreement-October 2013) CONSULTANT: Consultant shall assign a single Consultant Project Executive to have overall responsibility for the progress and execution of this Agreement for the Consultant. If, subsequent to the execution of the Agreement, circumstances or conditions require a substitute Consultant Project Executive for any reason, the proposed replacement Consultant Project Manager shall be subject to the prior written acceptance and approval of the City Director of Public Works or the above named designated agent.. The designated Consultant Project Executive for the Agreement term shall be Mark Hahle. 12. 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 the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed 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 sole or 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, but shall pay or reimburse the City for its reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation to the extent caused by the negligence, recklessness, or willful misconduct of Consultant or its employees, officers, officials, agents or independent contractors. However, the Consultant shall provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such claims. City of Cupertino Consultant Master Agreement Geotechnical Observation and Material Testing Services Page 4 of 13 standard form consultant masteragreement-October 2013) B. Claims for Other Liability. For all liabilities other than those included within paragraph A. above, Consultant shall,to the fullest extent 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, 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 sole or active negligence or willful misconduct of City,its agents or employees. C. Claims involving intellectual propel 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 a violation of intellectual property rights, including but not limited to copyright or patent rights, is alleged that arises out of, pertains to, or relates to Consultant's negligence, 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. 13. INSURANCE. On or before the commencement of the term of this Agreement,Consultant shall furnish City with certificates showing the type,amount,class of operations covered,effective dates and dates of expiration of insurance coverage in compliance with 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 by this certificate be canceled or coverage reduced before the expiration date thereof,the insurer affording coverage shall provide thirty(30) days'advance written notice to the City of Cupertino by certified mail,Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. City of Cupertino Consultant Master Agreement Geotechnical Observation and Material Testing Services Page 5 of 13 standard form consultant master ag-reement-October 2013) S A. COVERAGE: Consultant shall maintain the following insurance coverage: 1) Workers' Compensation: Statutory coverage as required by the State of California. 2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: 500,000 each occurrence 1,000,000 aggregate-all other Property Damage: $100,000 each occurrence 250,000 aggregate If submitted,combined single limit policy with aggregate limits in the amounts of$1,000,000 will be considered equivalent to the required minimum limits shown above. 3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: 500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence 4) Professional Liability: Professional liability insurance which includes coverage for the professional acts,errors and omissions of Consultant in the amount of at least$1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance,Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City,on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance,City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date City of Cupertino Consultant Master Agreement Geotechnical Observation and Material Testing Services Page 6 of 13 standard form coiisU1(ara inasicr aLreCIllent-Octl)bei-2013) written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City,its City Council,boards and commissions,officers,employees and volunteers shall be named as an additional insured under all insurance coverages,except any professional liability insurance,required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss,or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 14. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form or Statement of Economic Interest(Form 700) if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2,Division 6,Section 18700,et seq. of the California Code of Regulations. 15. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign,sublease,hypothecate,or transfer this Agreement,or any interest therein, directly or indirectly,by operation of law or otherwise,without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee,sublessee,hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment,hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank,trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment,transfer or other disposition of any of the issued and outstanding capital stock of Consultant,or of the interest of any general partner or joint venturer or syndicate member or cotenant,if Consultant is a partnership or joint venture or syndicate or cotenancy,which shall result in changing the control of Consultant,shall be construed as an assignment of this Agreement. Control means fifty percent(50%)or more of the voting power of the corporation. City of Cupertino Consultant Master Agreement Geotechnical Observation and Material Testing Services Page 7 of 13 standard form c6risultant master reemcnt October 2013) 16. SUBCONSULTANT APPROVAL: Unless prior written consent from City is obtained, only those people and subconsultants whose names are included in this Agreement shall be used in the performance of this Agreement.In the event that Consultant employs subconsultants,such subconsultants shall be required to furnish proof of workers' compensation insurance and shall also be required to carry, at a minimum, general, automobile and professional liability insurance equal to the insurance maintained by the Consultant as required by this agreement. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 17. PERMITS ANIS LICENSES: Consultant, at his/her sole expense,shall obtain and maintain during the term of this Agreement, all appropriate permits,certificates and licenses including,but not limited to,a City Business License,that may be required in connection with the performance of services hereunder. 18. OWNERSHIP OF WORK: A. Any interest (including copyright interests) of Consultant and its subconsultants in each and every study, document, report, draft,memoranda, work product,map, record,plan, drawing, specification and other deliverable, in any medium prepared or created by Consultant or its subconsultants pursuant to or in connection with this Agreement, shall be 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 the event that it is ever determined that any works prepared or created by Consultant or any subconsultant under this Agreement are not works for hire under U.S. law, Consultant hereby assigns to City all copyrights to such works when and as created. With Owner's prior written approval, Consultant may retain and use copies of such works for reference and as documentation of its experience and 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 details in connection with the Project. B. Without limiting any other City right to any of the works 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 Consultant was hired; 2) Completion of the original Project by others; City of Cupertino Consultant Master Agreement Geotechnical Observation and Material Testing Services Page 8 of 13 si:andard form consultant master atFuoorunt-October 2013) 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 6735.4,if and to the extent applicable. Any City reuse of works for any purpose other than those in B(1) through B(3) above, and any modifications to any of the works,shall be at City's sole risk and expense. D. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services 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 copied on both sides of the paper except for one original,which shall be single sided. F. No work,information or 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 by Consultant or any subconsultant without prior approval by City. G. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables. Plans shall be in CAD and PDF formats,and other documents shall be in Microsoft Word and PDF formats. 19. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses,receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees during normal business hours,and gives City the right to examine and audit same, and to make transcripts there from as necessary,and to allow inspection of all work,data, documents,proceedings and activities related to this Agreement. Such records,together with supporting documents,shall be kept separate from other documents and records and,shall be maintained for a period of three(3)years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records,and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls,or other breach of contract or failure to act in good faith,then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. City of Cupertino Consultant Master Agreement Geotechnical Observation and Material Testing Services Page 9 of 13 standard form consultant master a<greexnent-October 2p]3) 20. NOTICES: All notices, demands,requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail,postage prepaid, registered or certified,addressed as hereinafter provided. All notices, demands,requests,or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino,CA 95014 Attention: Erwin Ching All notices, demands,requests,or approvals from City to Consultant shall be addressed to Consultant at: Ninyo&Moore 2149 O'Toole Avenue,Suite 30 San Jose,CA 95131 Attention:Mark Hahle 21. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder,Consultant shall be deemed in default in the performance of this Agreement. The City shall notify the Consultant of such default,in writing, specifying the nature of such default and the steps necessary to cure such default, If, after receipt by Consultant, such default is not cured within the time specified,City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause,of terminating this Agreement by giving seven(7) days'prior written notice to Consultant as provided herein. Upon termination of this Agreement,each party shall 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 the event of termination, Consultant shall deliver to City,copies of all reports, documents, and other work performed by Consultant under this Agreement. 22. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances,rules and regulations enacted or issued by City. City of Cupertino Consultant Master Agreement Geotechnical Observation and Material Testing Services Page 10 of 13 stm i,ircl form consultant master a,reement-October 2013) 23. CONFLICT OF LAW: This Agreement shall be interpreted under,and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules,and regulations of the authorities having jurisdiction over this Agreement(or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara,State of California. 24. ADVERTISEMENT: Consultant shall not post,exhibit, display or allow to be posted,exhibited, displayed any signs, advertising,show bills,lithographs,posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 25. WAIVER: A waiver by City of any breach of any term,covenant,or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant,or condition contained herein,whether of the same or a different character. 22. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto,and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. GIFTS: A. Consultant is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee,which prohibition is found in City Administrative Procedures. B. Consultant agrees not to offer any City officer or designated employee any gift prohibited by the Administrative Procedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this City of Cupertino Consultant Master Agreement Geotechnical Observation and Material Testing Services Page 11 of 13 standard form consultant master ar recmult-Octobcc 2013) Agreement by Consultant. In addition to any other remedies, City may have in law or equity, City may terminate this Agreement for such breach as provided in Section 19 of this Agreement. 26. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein,and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise,any such provision is not inserted or is not correctly inserted,the Agreement shall be amended to make such insertion on application by either party. 27. REPRESENTATION OF AUTHORITY: The person executing this agreement on behalf of the CONSULTANT does hereby represent and warrant that the CONSULTANT is a sole proprietor in the State of California and has full right,power, and authority to enter into and carry out all actions contemplated by this Agreement. 28. CAPTIONS: The captions in this Agreement are for convenience only,are not a part of the Agreement and in no way affect,limit or amplify the terms or provisions of this Agreement. City of Cupertino Consultant Master Agreement Geotechnical Observation and Material Testing Services Page 12 of 13 standard form consultant master a,reeinent-OctoLler 2.01 3) IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTINO Ninyo&Moore A Municipal Corporation A California Corporation By.By 0Name Timm Borden,Director of Public Works Title -Date '41Z;3 A Date I APPROVED AS TO FORM: Tax I.D.No.: 3 3'a L6 q SL M 9A LS Carol Korade,City Attorney Address: 011 Q P'roc E Ave 1 3 J ATTEST: fl54" rZf,, rA- 1,5-t J1 Grace Schmidt,City Clerk Contract Amount: Account No.: BY SERVICE ORDERS 4 City of Cupertino Consultant Master Agreement Geotechnical Observation and Material Testing Services Page 13 of13 standard Ecom consi l.ant rnasler aareemult-October 2013) EXHIBIT A SCOPE OF SERVICES The CONSULTANT shall provide certain Program and Project Management services as required and requested by the CITY. The CONSULTANT shall provide services under this Master Agreement on an"as needed" basis and paly(1)upon written request from the CITY's Director of Public Works or authorized Agent as defined in Section 11,PROJECT COORDINATION and (2) as defined in a fully executed SERVICE ORDER,Exhibit B. 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. The CONSULTANT shall perform all services under this agreement to the currently prevailing professional standards and quality found among Program and Project Management Consultants with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. C. The CONSULTANT shall perform services under this AGREEMENT only by authorization of a fully executed SERVICE ORDER which shall clearly provide the nature of the specific services,the time limit within which such services must be completed,and the compensation for such services.Unauthorized services performed by the CONSULTANT shall be at no cost to the CITY. D. The CONSULTANT shall begin work only after receipt of a fully authorized and executed SERVICE ORDER.The CITY shall incorporate each authorized and fully executed SERVICE ORDER into the terms and conditions of this MASTER AGREEMENT. E. The CITY shall designate a Project Manager for each authorized and fully executed SERVICE ORDER under this AGREEMENT.The CONSULTANT shall coordinate the SERVICE ORDER performance with the CITY's designated Project Manager. SECTION 2. BASIC SERVICES The Consultant shall provide Program and Project Management services for various CITY Public Works projects.All services performed shall be authorized by a fully executed SERVICE ORDER prior to work commencement. Consultant services under this Master Agreement may include,but are not limited to: City of Cupertino Exhibit A-Scope of Services Geotechnical Observation&Material Testing Services—Ninyo&Moore Page 1 of 2 slandard form consultant master agreement-Ddi A October 2013) EXHIBIT A SCOPE OF SERVICES A. Construction Phase: 1) Managing the project including client liaison,response to technical issues,work scheduling, and distribution of test data. 2) Reviewing the project plans and specifications as-needed for field observation and testing. 3) Sample pickup of subgrade,and aggregate base materials. 4) Performing in-place density-testing during compaction testing of subgrade, aggregate base,and asphalt concrete on a part-time on-call basis using the nuclear method. 5) Laboratory testing of subgrade and aggregate base materials to evaluate maximum dry density in accordance with ASTM D 1557. 6) Preparing daily field reports and reports of laboratory testing results to be submitted to the City of Cupertino. 7) Preparing and submitting an as-graded report with the results of our laboratory and field testing, and our conclusions regarding compliance with the project plans and specifications. END OF EXHIBIT City of Cupertino Exhibit A-Scope of Services Geotechnical Observation&Material Testing Services—Ninyo&Moore Page 2 of 2 standard form const.iltant master agrcement-Exh A October 2013) EXHIBTI'B SERVICE ORDER PROCESS The CONSULTANT shall provide services under this Master Agreement on an"as needed" basis and g Wy(1)upon written request from the CITY's Director of Public Works or authorized Agent as defined in Article 11,Project Coordination, and (2) as defined in a fully executed Service Order.. SECTION 1- SERVICE ORDER INITIATION A. The City Public Works Director or his designee shall provide written request for Consultant services as defined in this agreement. The Consultant and City shall meet to discuss the services after which the consultant shall provide a written proposal including specific scope of services,performance schedule, and compensation to the City. B. The City and Consultant shall discuss the proposal in detail and agree upon the terms of the Service Order. C. The City shall prepare a Project Service Order consistent with the City's standard form, Service Order, and Attachment A. The Service Order shall, at a minimum,include(1) specific scope of services, deliverables,schedule of performance, and compensation. SECTION 2-SERVICE ORDER EXECUTION D. Both parties shall execute the Service Order as evidenced by the signatures of the authorized representatives defined in Article 11 of the Master Agreement,Project Coordination, and the date signed. E. The Consultant shall begin work on the scope of services only after receipt of a fully executed authorized Service Order defining those services. Consultant understands and agrees that work performed before the date of the authorized Service Order or outside the scope of services once a Service Order is signed and authorized shall be at no cost to the City. F. The maximum compensation authorized by a single Service Order and/or the aggregate of Service Orders shall not exceed the maximum compensation set forth in Article 4 of the Master Agreement. END OF EXHIBIT City of Cupertino Exhibit B-Service Order Process Geotechnical Observation&Material Testing Services-Ninyo&Moore Page 1 of 1 standard form consultu1t inastcr ;rccment Exh a October 2013) 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) and fee(s), as enumerated in Tables 1 &2 attached,for all work performed under authorized Service Orders. Labor and Equipment Cate o Master Agreement Hourly Rate Principal Engineer/Geologist 155.00 Project Engineer/Geologist 138.00 Senior Staff Engineer/Geologist 120.00 Technician 93.00 Technical Illustrator 80.00 Administrative Assistant 65.00 Field Vehicle Usage 10.00 Nuclear Density Gauge Usage 12.00 Laboratory Testing Master Agreement Lab Testing Rate Proctor Density with Rock Correction, $340.00 D1557,D698 Proctor Density D1557,D698 260.00 City of Cupertino Exhibit C-Compensation Geotechnical Observation and Material Testing Services—Ninyo&Moore Page 1 of 2 stwidard form consultant masLcr`igrcement-Lxh C October 2013) A EXHIBIT C COMPENSATION Method of Payment The Consultant shall submit an invoice to the City by the 5 11 business day of each month that clearly identifies the work performed in the previous month and authorized reimbursable expenses. All invoices from Consultant shall be addressed to City at: Attention: Erwin Ching City of Cupertino 10300 Torre Ave. Cupertino CA 95014 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,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: Ninyo&Moore 2149 O'Toole Avenue,Suite 30 San Jose,California 95131 Attention: Mark Hahle END OF EXHIBIT City of Cupertino Exhibit C-Compensation Geotechnical Observation and Material Testing Services—Ninyo&Moore Page 2 of 2 standard form conSL11tant master agrccment-Ex}i C October 2013) L r t Client#:704 NINYOMOORI ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1oro6/2o1a 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(les)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: Guo/Doris Chambers Dealey, Renton&"Associates PHONE 510 465-3090 FAX 510 452-2193AIC,No,Ext: AIC,No P. 0.Box 12675 E-MAIL ADDRESS: Oakland,CA 94604-2675 INSURER(S)AFFORDING COVERAGE NAIC# 510 465-3090 Mandy Guo INSURER A:Travelers Property Casualty Co 25674 INSURED INSURER 13:American Automobile Ins.Co. 21849 Ninyo&Moore Geotechnical& INSURER c:Alterra Excess&Surplus Ins.C 33189 Environmental Sciences Consultants 1956 Webster Street,Suite 400 INSURER D: INSURER E: Oakland,CA 94612 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 CONTRACTOR 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. LTR TYPE OF INSURANCE SUBR NSRADDL WVD POLICY NUMBER POLICYEFF MM/DDY LIMITS A GENERAL LIABILITY X X 6308986R247 10/03/2014 10/03/2015 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES( ERENTED occur.noe $1,000,000 CLAIMS-MADE Ex OCCUR MED EXP(Any one person) $10,000 X Contractual PERSONAL&ADV INJURY $1,000,000 X OCP GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $2,000,000 POLICY 7X jEI LOC A AUTOMOBILE LIABILITY X X 8108986R247 10/03/2014 10/03/201 Ee accidenliCINEDs LE LIMIT $11000,000 X ANY AUTO BODILY INJURY(Perperson) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $AUTOS AUTOS NON-OWNED PROPERTY DAMAGEXHIREDAUTOSIXAUTOSPeraccident A X UMBRELLA LIAR X OCCUR X X CUP8986R247 10/03/2014 10/03/201 EACH OCCURRENCE $9.000000 EXCESS LIAB CLAIMS-MADE - AGGREGATE 9,000,000 DED RETENTION$ B WORKERS COMPENSATION X WZP81017915 05/01/2014 05/01/2015 X wo sTATU- ER OTH- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $1,000,000OFFICER/MEMBER EXCLUDED? N N I A Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional Liab MAX7131-0001210 4/03/2014 10/03/2015 $5,000,000 per Claim Contractor's 5,000,000 Annl Aggr. Pollution Liab. DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,ifmore space is required) GENERAL LIABILITY POLICY EXCLUDES CLAIMS ARISING OUT OF THE PERFORMANCE OF PROFESSIONAL SERVICES. REF:ALL OPERATIONS OF THE NAMED INSURED.GENERAL LIABILITY/AUTOMOBILE LIABILITY ADDITIONAL INSURED: City of Cupertino,its City Council, boards and commissions,officers,employees,and volunteers.Insurance is primary per policy form.Waiver of Subrogation applies to Commercial General Liability,Automobile Liability and Workers Compensation Coverage. CERTIFICATE HOLDER CANCELLATION CI of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE p THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn:Gail Seeds ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014-0000 AUTHORIZED REPRESENTATIVE 1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD S1126380/M1123051 DAC L Y 6308986R247 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II —WHO IS piles only to such "bodily injury" or "property AN INSURED: damage"that occurs before the end of the pe- Any person or organization that you agree in a riod of time for which the "written contract re- written contract requiring insurance"to include as quiring insurance" requires you to provide an additional insured on this Coverage Part, but: such coverage or the end of the policy period, whichever is earlier. a. Only with respect to liability for"bodily injury", property damage"or"personal injury";and 2. The following is added to Paragraph 4.a. of SEC- TION IV— COMMERCIAL GENERAL LIABILITY b. If, and only to the extent that, the injury or CONDITIONS: damage is caused by acts or omissions of you or your subcontractor in the performance The insurance provided to the additional insured of "your work" to which 'the "written contract is excess over any valid and collectible "other in- requiring insurance" applies. The person or surance", whether primary, excess, contingent or organization does not qualify as an additional on any other basis, that is available to the addi- insured with respect to the independent acts tional insured for a loss we cover. However, if you or omissions of such person or organization. specifically agree in the "written contract requiring insurance" that this insurance provided to the ad- The insurance provided to such additional insured ditional insured under this Coverage Part must is limited as follows:apply on a primary basis or a primary and non- c. In the event that the Limits of Insurance of contributory basis, this insurance is primary to this Coverage Part shown in the Declarations other insurance" available to the additional in- exceed the limits of liability required by the sured which covers that person or organization as written contract requiring insurance", the in- a named insured for such loss, and we will not surance provided to the additional insured share with that "other insurance". But this insur- shall be limited to the limits of liability required ance provided to the additional insured still is ex- by that "written contract requiring insurance". cess over any valid and collectible "other insur- This endorsement shall not Increase the limits ance", whether primary, excess, contingent or on of insurance described in Section III — Limits any other basis, that is available to the additional Of Insurance. insured when that person or organization is an d. This insurance does not apply to the render- additional insured under any"other insurance". ing of or failure to render any "professional 3. The following is added to SECTION IV — COM- services" or construction management errors MERCIAL GENERAL LIABILITY CONDITIONS: or omissions. Duties Of An Additional Insured e. This insurance does not apply to "bodily in- As a condition of coverage provided to the addi- jury" or "property damage" caused by "your tional insured: work" and included in the "products- en completed operations hazard" unless the written contract requiring insurance specifi- a noticeas(soon insuredonal aspracticable give of an 'occtur- cally requires you to provide such coverage rence" or an offense which may result in a for that additional insured, and then the insur-claim. To the extent possible, such notice ance provided to the additional insured ap- should include: CG D4 14 04 08 0 2008 The Travelers Companies,Inc. Page 1 of 2 f COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence"any provider of other insurance which would or offense took place; cover the additional insured for a loss we iii. The names and addresses of any injured cover. However, this condition does not affect persons and witnesses; and whether this insurance provided to the addi- Ill. The nature and location of any injury or tional insured is primary to that other ihsur- damage arising out of the "occurrence" or ante available to the additional insured which offense. covers that person or organization as a named insured. b. If a claim is made or "suit" is brought against 4. The following is added to the DEFINITIONS Sec-the additional insured, the additional insured must: tion: I. Immediately record the specifics of the suit and the date received; and Written contract requiring insurance means that claim or part of any written contract or agreement under ii. Notify us as soon as practicable. which you are required to include a person or or- ganization as an additional insured on this Cover- The additional insured must see to it that we age Part, provided that the "bodily injury" and receive written notice of the claim or "suit" as property damage" occurs and the "personal in- soon as practicable. jury"is caused by an offense committed: c. The additional insured must immediately send a. After the signing and execution of the contract us copies of all legal papers received in con-or agreement by you; nection with the claim or"suit", cooperate with b. While that part of the contract or agreement Is us in the investigation or settlement of the in effect; and claim or defense against the "suit", and oth- erwise comply with all policy conditions. c. Before the end of the policy period. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to I Page 2 of 2 2008 The Travelers Companies,Inc. CG D4 14 04 08 f Insured: Ninyo&Moore Geotechnical& Policy Number: WZP81017915 Effective Date: 05/01/2014 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description City of Cupertino,its City Council,boards and commissions,officers,employees,and City of Cupertino volunteers. Attn:Gail Seeds 10300 Torre Avenue Cupertino,CA 95014-0000 Countersigned by Authorized Representative Form WC 04 03 06 1) Printed in U.S.A. Process Date:Policy Expiration Date: