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17-170 Callander Associates Landscape Architecture, Inc., Master Design Professional Services Agreement, Contract No. 2018-3
CITY OF fl CUPERTINO MASTER DESIGN PROFESSIONAL SERVICES AGREEMENT WITH CALLANDER ASSOCIATES LANDSCAPE ARCHITECTURE, INC. 1. PARTIES This Master Agreement is made and entered into as of November 28 , 2017 ("Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and Callander Associates Landscape Architecture, Inc. ("Contractor"), a Corporation , for Landscape Architecture services for various projects ("Project"). 2. SERVICES 2.1 Scope of Services . Contractor agrees to provide the Services "as needed" and as set forth in the Scope of Services, attached and incorporated here as Exhibit A . The Services must comply with this Agreement and with each Service Order issued under the authority of th e City Director of Public Works or his designee , in accordance with the following procedures. 2.2 Service Orders. Before issuing a Service Order the City Director/Designee will request Services in writing and hold a meeting with Contractor to discuss it. Contractor will submit a written proposal that includes a specific Scope of Services, Schedule of Performance and Compensation, which the Parties will discuss . Thereafter City Director/Desig:nee will execute a Service Order using the Service Order Form attached and incorporated here as Exhibit B. Each Service Order will specify its scope of services, deliverables , schedule of perfo1mance, compensation and any other applicable te1ms. Issuance of a Purchase Order is discretionary and the Director/Desig:nee may streamline these procedures, e.g ., confeITing by telephone instead of a meeting, if it is in the City's best interests . Contractor will not be compensated for Services performed without a duly executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on December 31, 2019 ("Contract Time"), unless te1minated earlier as provided herein. 3.2 Schedule of Performance. All Services must be provided within the times specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. Contractor must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks , Contractor must begin work on each separate task upon receiving City's Notice to Proceed ("NTP"), and must complete each task within the time specified in each Service Order. 3.3 Time is of the essence for the perfo1mance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptly to the City's Service Orders and any change orders that may be issued . Callander As sociates La nd scape Architec ture Ma s ter Des ig n Profess ional Agreem ent/ Rev. Nov 22, 2017 Mas te r Agreement for Land scap e Archite cture Ser vices Vari ous Proj ects Page 1 of 10 4. COMPENSATION 4.1 Maximum Compensation. City w ill pay Contractor for satisfactory performance of th e Services a total amount that will based upon ac tual costs but that will be capped so as not to exceed $ 175,000 .00 ("Contract Price"), based on the budget and rates set f01th in Exhibit C, Compensation , attached and incorporated here . The Contract Price includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price . 4.2 Invoices and Payments. City will pay Contractor for Services satisfactorily provided under a Service Order, within 30 days following receipt of a properly submitted invoice for Services provided during the preceding calendar month. Unless otherwise provided by a Service Order, each invoice must include for each day of Services: a. The name of each individual providing Services; b . A succinct summary of the Services performed by each such individual; c. The time spent by each individual providing those Services; d. The applicable hourly billing rate and payment due; and e. A detailed breakdown of all allowable expenses. All hourly rates and allowable expenses must conform to City-approved rates set fo1th in Exhibit C. 4.3 Final Payment. At least 30 days prior to end of the Agreement, Contractor must submit a requisition for final and complete payment of costs and any pending claims for City approval. Noncompliance with this requirement relieves City of further payments/obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of perfonning the Services and for the persons hired to work under this Agreement. No civil service status or other right of employment will be acquired by virtue of Contractor's performance of the Services. Contractor is not entitled to health, worker's compensation or other benefits from City. 5.2 Contractor Qualifications. Contractor waITants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best industry practices for similar services perfonned in the San Francisco Bay Area. 5.3 Permits and Licenses. Contractor wanants on behalf of itself and its subcontractors that they are properly licensed , registered , and/or certified to perform the Services as required by law and that they have procured a City Business License . 5.4 Subcontractors. Unless prior written approval from City is obtained, only Contractor's employees and subcontractors whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Contractor must require all subcontractors to furnish proof Callander Associates Landscape Architecture Master Design Professional Agreement/ Re v. Nov 22 , 2017 Master Agreement for Landscape Architecture Services Various Proj ec ts Page 2 of 10 of insurance for workers' compensation, commercial liability, auto , and professional liability in reasonable confonnity to the insurance required of Contractor. The te1ms and conditions of this Agreement shall be binding on all subcontractors relative to the portion of their work. 5.5 Tools, Materials and Equipment. Contractor will supply and shall be responsible for all the tools, matc1ials and equipment required to perform the Services . 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 5.7 Errors and Omissions. Contractor is solely responsible for its enors and omissions and those of its Subcontractors , and must take prompt measures to avoid , mitigate, and c01Tect them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time Contractor may have access to private or confidential info1mation owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information and use it only to perfotm this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor or its subcontractors in any product, memoranda, study, report, map, plan, drawing, specification, data, record , document or other infonnation or work, in any medium ( collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7 .2 Copyright. To the extent pennitted by Title 17 of U .S . Code, all Work Product prepared/created by Contractor and its Subcontractors under this Agreement is considered "works for hire" and all copyrights in such Work Product shall be City prope1iy . If it is determined under federal law that the Work Product is not "works for hire", Contractor and Subcontractors hereby assign to City all copyrights to the Work Product when and as created. Contractor may retain copyrights to its standard details , but hereby grants City a perpetual, non-exclusive license to use such details. 7.3 Patents and Licenses . Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights , City may use or modify the Work Product of Contractor and Subcontractors to execute or implement any of the following : (a) For work related to the original Services for which Contractor was hired ; Ca llander A ssociates La nd scap e Archit ec t11r e Ma s ter Des ig n Prof ess ion al Ag reem ent/ Rev. Nov 22 , 2017 Ma ster A greement for Land scape Archit ecture Service s Various Proj ec ts Page 3 of 10 (b) To complete the original Services with City services or other contractors; (c) To make subsequent additions to the original Services; and/or (d) For other City projects . 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF fonnats , and unless otherwise specified, other documents must be in Microsoft Office applications and PDF fonnats. 8. RECORDS 8.1 Contractor must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation , in accordance with generally accepted accounting principles and procedures. The records must include detailed infom1ation about Contractor's performance, benchmarks and deliverables. The records and supp011ing docurnents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 City will ha ve free and full access to Contractor's books and records for review and audit, to make transc1ipts or copies, and to conduct a preliminary examination of all the work, data, documents , proceedings, and activities related to this Agreement. If a supplemental examination or audit of Contractor's records disclos es non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Contractor the costs of the supplemental examination. This Section survives the expiration/tern1ination of this Agreement. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate , or transfer this Agreement, or any interest therein , directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void . Any changes related to the financial control or business nature of Contractor as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting power of the business entity. This Agreement binds Contractor, its heirs , successors and ass ign ees. 10. PUBLICITY/ SIGNS Any publicity generated by Contractor in connection with the Project and Services during the Contract Time and for one year thereafter will reference City contributions in making the Project possible . The words "City of Cupe11ino" shall be displayed in all pieces of publicity, including flyers, press releases , po sters, brochures , public service announcements, interviews and newspaper articles. No signs may be posted , exhibited or displayed on or about City property, except signage required by law or this Agreement without prior written approval from City. Ca ll ander Assoc iate s Landscape Architecture Ma ster D es ign Professional Agreem ent/ Rev. Nov 22 , 2017 Master Agreement for Land sca p e Arch it ec ture Services Variou s Projects Page 4 of 10 11. INDEMNIFICATION To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor agrees to indemnify, defend and hold hannless City, its City Council, boards and commissions, officers , officials, employees, agents, servants, volunteers and consultants ( collectively, "Indemnitees") as follows: 11.1 Indemnity Obligations Subject to Civil Code Section 2782.8. Contractor shall indemnify, defend, and hold hannless Indemnitees from and against any and all liability, damages , claims, actions , causes of action, demands, charges, losses , costs and expenses, of every nature , including injury to or death of any person or damage to property ( collectively, "Liability"), that arise out of, pe1iain to, or relate to the negligence, recklessness, or willful misconduct of Contractor, its officers , employees, agents and Subcontractors. 11.2 Claims Involving Intellectual Property. Contractor shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual prope1iy, infringement or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights , which arises out of, pe1iains to , or relates to Contractor's negligence , recklessness, or willful misconduct. 11.3 Claims for Other Liability. Contractor shall indemnify, defend, and hold ham1less the Indemnitees against any and all liability, claims , actions, causes of action or demands whatsoever, including injury to or death of any person, damage to property, economic loss , or other liability of any nature that arise out of, pertain to , or relate to Contractor 's breach of contract , obligations , or warranties , any unauthorized use or disclosure of City 's confidential and proprietary infom1ation. 11.4 Contractor shall accept a tender of defense upon receiv ing notice from City of a claim , in accordance with Public Contract Code Section 9201. At City 's request, Contractor will assist City, at no additional cost, in the defense of any claim, dispute or lawsuit arising out of this Agreement. Contractor's duties are not limited to the Contract Price, to workers' compensation claims , or to the insurance and bond coverage requirements of this Agreement. Nothing in this Agreement shall be construed to give rise to any implied right of indemnity in favor of Contractor against any Indemnitee . 11.5 Contractor must assume all costs related to its duty to indemnify, defend , and hold City haimless , including the costs incurred in enforcing the prov isions of this Section, which shall include attorney fees , fees for legal counsel acceptable to City, expe1i fees , and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution arising out of Contractor's perfonnance of the Services under this Agreement. Without waiving any legal or other contractual rights, City may deduct money from Contractor's payments to cover moneys due to City. This Section survives the expiration/tennination of this Agreement. Ca lland er A ss oc iate s Land sc ap e A rchitecture M as ter D es ign Profe ss io na l Agreem.entl Rev. Nov 22, 2 0/ 7 Ma ste r Agreement for Land sca pe Arc hitec ture Serv ic es Variou s Proj ects Page 5 of lO 12. INSURANCE On or before the Contract Time commences , Contractor shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City wi ll not execute the Agreement until it has approved receipt of satisfactory certificates of insurance and endorsements evidencing the type , amount, c la ss of operations covered , and the effective and expiration dates of coverage . Alternatively, City may terminate this Agreement, or in its sole discretion purchase insurance at Contractor 's expense and deduct costs from payments to Contractor. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local , state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform . Contractor is responsible for verifying the emp loyment authorization of employees perforn1ing the Services , as required by the Immigration Refonn and Control Act, or other federal or state law, rule or regulation. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Services include a "public works " component, Contractor must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws . To the extent applicable , Contractor must comply with City 's Labor Compliance Program , and with state labor laws pe1iaining to working days , overtime , payroll records and DIR Registration and Oversight. If the Contract Price is $30 ,000 or more , Contractor must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race , religious creed, color, ancestry, national origin , ethnicity, handicap , disability, marital status , pregnancy, age , sex , gender, sexua l orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws , including Government Code Sections 12900 and 11135 , and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person is strictly prohibited . 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Contractor wanants that no public official , employee , or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq . Contractor may be required to file a conflict of interest fo1m if Contractor makes ce1iain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be perfonned by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Contractor agrees to abide by City policies and administrative rules prohibiting gifts to City officials and emp lo yees . 13.6 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments , requiring reimbursement, or tenninating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Ca ll and e r Ass oci ates La nd scap e Architecture Ma ster Des ig n Prof ess ion al Agree m ent/ Re v. Nov 22 , 201 7 Maste r Agre e ment for Land sca p e Archit ecture Service s Vari o us Proj ec ts Page 6 of 10 Section 11. Contractor agrees to indemnify, defend , and hold City harmless from and against any loss , liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City 's Project Manager for all purposes under this Agreement will be Michael Zimmermann, CIP Manager, who shall have the authority to manage this Agreement and oversee the progress and perfonnance of the Services . City in its sole discretion may substitute another Project Manager at any time and will advise Contractor of the new representative. 14.2 Contractor Project Manager. Subject to City approval, the Contractor 's Project Manager for all purposes under this Agreement will be A . Mark Stichter, Principal , who shall be the single representative for Contractor with the authority to manage compliance with this Agreement and oversee the progress and perfomrnnce of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City's Project Manager on the Project status , progress , and any delays . City written approval is required prior to Contractor substituting a new Project Manager, which shall result in no additional costs to City or Project delays. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with 14 days written notice to Contractor. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City approval and may not exceed ten percent (10%) of the total time expended to the date of abandonment. Consistent with Section 4 and Exhibit C, all charges approved by City including job closure costs will be paid within 30 days of Contractor 's final invoice . 16. TERMINATION City may tenninate this Agreement for cause or without cause at any time, following written notice to Contractor at least 7 calendar days p1ior to the termination date. Contractor will be paid for satisfactory Services rendered through the date of termination , but final payment will not be made until Contractor closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Contractor's final invoice. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Comi for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in cou1i. If a dispute arises , Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration , the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. Callande r As sociates Land s cape Architecture Ma ster Design Prof ess ional Agreement/ R e v. Nov 22 , 201 7 Ma ste r Agree ment for Land sca p e Architech1re S er vice s Various Proj ects Page 7 of 10 18. ATTORNEY FEES If City files a complaint or cross-complaint, or pursues arbitration, appeal , or other proceeding to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This attorney fee provision does not apply to legal actions initiated by Contractor or Subcontractor. This Section survives tennination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City 's waiver of any breach shall not be deemed to constitute waiver of another tenn, provision, covenant or condition , or a subsequent breach, whether of the same or a different character. 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of every kind or nature between the Parties , and supersedes any other agreements and understandings , either oral or written, between the Paities. Any modification of this Agreement will be effective only if in writing and signed by each Party 's authorized representative. No verbal agreement or impli e d covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be infened in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the tenns or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any te1m or provision of this Agreement, or their application to a paiticular situation, is found by the comt to be void, invalid, illegal or unenforceable , such tem1 or provision shall remain in force and effect to the extent allowed by such ruling . All other tenns and provisions of this Agreement or their application to specific situations shall remain in full force and effect. Ca lland er Associates Landscape Architecture Master Design Profess ional Agreement/ Rev. Nov 22, 2017 Master Agreement for Landscape Architecture Servic es Variou s Proj ects Page 8 of 10 25. SURVIVAL All provisions which by their nature must continu e after the Agreement ends , including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices , requests and approvals must be sent in writing to the persons below , which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail , postage prepaid , registered or ce1iified , or the next business day following electronic submission: To City of Cupertino 10300 Tone Ave. Cupertino CA 95014 Attention: Michael Zimme1mann, CIP Manager Email: Michaelz@ Cupertino .org To Contractor: Callander Associates Landscape Architecture , Inc . 1633 Bayshore Highway, Suite 133 Burlingame, CA 94010 Attention: A . Mark Slichter, Principal Email: mslichter@ callanderassociates.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3 .22 and 3 .23, is sign ed by the City Manager or authorized designee, and is approved for forn1 by the C ity Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right , power, and authority to enter into and can-y out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterpaiis, each one of which is deemed an original and all of which , taken together, constitute a single binding instrument. Ca ll a nd er Ass ociates La nd sca p e Archit ec h1re Mas ter Des ign Prof ess ional Agree m ent/ Rev. Nov 22, 201 7 Mas te r Agree ment for Land sc ape Ar chit ec ture Ser vic es V ari o us Proj ects Page 9 o f 10 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed . CONTRACTOR CALLANDER AS SOCIA TES LANDSCAPE ARCHITECTURE, INC. By~--'-4'-----1..~~-\--------=-='-,,-+-~_v--~ N ame.L.,_~-'-=-=-.L-.:~==-t-'--"-"---'- Cupertino City Attorney CITY OF CUPERTINO A Municipal Corporation By·~-- Tinu11 Borden Director of Public Works Date \-Z../'5'/lJ -~ ~ / /~ GRACE SCHMIDT !L-('j'- City Clerk f 7 Contract Amount: $175,000.00 Encumber by Service Order Contract No.: 2018-3 Ca lland er Ass ociates La nd scap e Archit ecture Mas ter D es ign Prof ess ional Agreement/ Rev. Nov 22 , 201 7 Mas ter Agr eement for Landscap e Architecture Serv ices V a ri o us Proj ects Page 10 of 10 '' >. ~ ,. I ' ~-;, ' I I ,. I I I Exhibit A Scope of Services Contractor shall provide certain Landscape Architecture services as required and requested by City. Contractor shall provide services under this Master Agreement on an "as needed " basis and only (1) upon written request from City 's Director of Public Works or authorized Agent as defined in Section 8, Project Coordination and (2) as defined in a fully executed Service Order . Section 1-General Provisions A. Contractor shall perform all services to the satisfaction of City's Public Works Director or authorized Agent. B. Contractor shall perform all services under this agreement to the currently prevailing professional standards and quality found among Landscape Architecture Contractors with similar knowledge and skill engaged in related work throughout California under the same or similar circumstances . C. Contractor shall perform services under this Master 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. City shall incorporate each authorized and fully executed Service Order into the terms and conditions of this Master Agreement. D. Contractor shall begin work only after receipt of a fully authorized and executed Service Order and shall execute the Project work as detailed in the Service Order. Unauthorized services performed by Contractor shall be at no cost to City. E . City shall designate a Project Manager for each fully executed Service Order under this Agreement. Contractor shall coordinate the Service Order performance with City 's designated Project Manager. Section 2. Basic Services As authorized by a fully executed Service Order, Contractor shall provide Landscape Architecture services for various City Public Works Projects in accordance with the following: A. General Performance Requirements For each assigned Project: 1. Contractor shall designate a Project manager and provide to City the names of their team members for the Project. The team members shall be satisfactory to City. Contractor shall not substitute any team members without the prior approval of City. City retains the right to reject team members assigned by Contractor or require replacement of team members. 2. Contractor shall effectively manage and administer the Project for the efficient, progressive , and proactive delivery of the Project. 3. Contractor shall be responsible for managing and coordinating the work of all sub-Contractors. 4. Contractor shall consult and coordinate with the City and communicate with members of the Project team. City of Cupe rti n o Exhibit A Callander Assoc iates Land sc ap e Arc hitecture Master Agreement for Land sca pe Arc hitecture Se rvi ces for Variou s Proje cts PAGE 1 OF 8 5. Contractor shall schedule meetings and prepare meeting agendas and minutes for all Project meetings. All minutes of meetings are due to the City within ten (10) calendar days after the meeting in a digital format and shall also be provided to other appropriate agencies and entities, as directed by City. 6. Contractor shall communicate weekly with City's assigned Project Manager to provide an update on the current status of the Project and provide a brief written summary report . B. Specific Performance Requirements For each assigned Project, Contractor may provide any or all of the following tasks and subtasks, as is required for the specific Project: Task 1.0 Feasibility and Programming Study 1.01 For budget programming purposes, analyze a Project proposal to identify and describe initial Project goals and objectives, develop a scenario to address Project goals and objectives, Project delivery process, and cost estimate to deliver the proposed Project. Task 2.0 Predesign and Conceptual Design 2.01 Background Data Assembly: Contractor shall review Project data provided by the City including, but not limited to: topographic survey, geotechnical reports, traffic studies, CEQA documents, other environmental studies, tree surveys, arborist's reports, approved Master Plan, or other such data. The Contractor shall be entitled to reasonably rely upon the accuracy and sufficiency of any information provided to the Contractor by the City or the City's agents. 2.02 The Contractor shall identify discrepancies or shortcomings among the existing data, and identify solutions for resolution, and propose generation of additional site information necessary to provide an accurate Project base map . 2.03 The Contractor shall utilize existing data to the extent possible and inform the City immediately of problems associated with using existing data for Project base information. 2.04 Base Sheet Preparation: The Contractor shall compile survey and other data as made available into a base sheet create Project base information in AutoCAD 2015 for use in subsequent Project design tasks and submit to the City for review and comment. The base information shall utilize topographic survey as furnished by the City or by the Contractor, according to the agreement. 2.04 Outreach: Contractor shall conduct outreach with groups as identified by the City to establish design program. 2.05 Conceptual Alternative Development: Contractor shall prepare three (3) hand drawn, color rendered conceptual solutions for the Project, each which address the primary Project issues and budget. 2.06 Staff Review: Contractor shall present each concept to the City with analysis for evaluation. The City shall select one concept as the preferred solution and provide the Contractor with written direction to proceed with that concept. City of Cupertino Exhibit A Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects PAGE 2 OF 8 2.0 Deliverables: (all deliverables digital unless otherwise noted) 2.01 Source Document Listing 2 .02 Base sheet 2 .03 Meeting Summary 2.04 Scanned pdf's and one (1) hardcopy of each 2.05 Meeting Summary Task 3.0: Schematic Design 3.01 Meetings: The Contractor shall participate in two (2) design team meetings with representatives of the City during the Schematic Design phase and provide written meeting minutes to the City within two (2) business days. 3.02 Schematic Plan: The Contractor shall prepare a hand drawn color rendered schematic design, incorporating input from City on the previous conceptual designs . Plans shall be submitted to City with other Design Development Documents as noted below. 3.03 Costs, Schedule and Code Compliance: Contractor shall prepare a Schematic cost estimate for the schematic plan presented, a design and construction schedule, and a written preliminary code requirement summary. 3.04 Parks and Recreation Commission Presentation: Contractor shall prepare for and present the recommended design and the previous concepts to the Parks and Recreation Commission . 3.05 Council Presentation: Contractor shall revise the Conceptual design per the P&R Commission input and prepare for and present the recommended Conceptual Design to City Council. 3.0 Deliverables: (all deliverables digital unless otherwise noted) 3 .01 Meeting Summaries 3.02 Scanned pdf and one (1) hardcopy 3 .03 Estimate, schedule and code compliance summary 3.04 PowerPoint, large format presentation materials 3.05 PowerPoint, large format presentation materials Task 4. 0 Design Development 4.01 Meeting: The Contractor shall participate in one (1) design team meeting with representatives of the City during the Design Development phase and provide written meeting minutes to the City within two (2) business days. 4.02 Design Development Plan (35% Submittal): Using the City approved schematic plan as a starting point, The Contractor shall prepare Design Development Plans and submit them to the City for approval. The plans shall be prepared digitally (CAD files) and shall be a refinement of the schematic plan. The plans shall be formatted per City standards and draft plan view sheets for all items of work (demolition , earthwork, site construction City of Cupertino Exhibit A Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects PAGE 3 OF 8 irrigation, planting, details) shall be included. Plans shall be submitted to City with other Design Development Documents as noted below. 4.03 Design Development Specifications: The Contractor shall prepare Design Development specifications for the design development drawings. The specifications shall indicate proposed organization and sections anticipated based on the Design Development drawings. 4.04 Costs, Schedule and Code Compliance: Contractor shall prepare a Design Development cost estimate for the submitted plans and specifications, an updated design and construction schedule, and an updated code compliance review. 4.05 Furnishings and Materials Booklet: Contractor shall assemble images, details, catalog cuts, etc . that further convey design intent. Booklet to be in 8-1/2 X 1 format, bound, with document name, Project name and date clearly indicated. 4.0 Deliverables: (all deliverables digital unless otherwise noted) 4.01 Meeting Summary 4.02 pdf files and three (3) full size plan sets 4.03 Specification outline 4.04 Updated estimate, schedule and code compliance summary in pdf and three (3) hardcopies of each 4.05 pdf files and three (3) 8-1/2 X 11 bound hardcopies Task 5.0 Construction Documents 5.01 Meetings: The Contractor shall participate in three (3) design team meetings with representatives of the City during the Construction Document phase and provide written meeting minutes to the City within two (2) business days. 5.02 60% Plan Preparation: The Contractor shall prepare 60% Construction Documents and submit them to the City for approval. The 60% Construction Documents shall be a refinement of the Design Development drawings and shall include any sheets not previously submitted (erosion control , draft details, water use calculations, etc.). Plans shall be submitted to City with other 60% submittal documents as noted below. 5.03 60% Specifications: The Contractor shall prepare 60% Construction specifications for the design development drawings . The specifications shall reflect the detail of the 60% Construction drawings. The Contractor shall format its specifications to City's Standard Specification provided by the City at the beginning of the Project. The Contractor shall assist the City in the development and preparation of the Project Manual that includes the Conditions of the Contract for Construction, Specifications, qualifications for prime and designated sub-contractors, bidding requirements and sample forms. 5.04 60% Costs, Schedule and Code Compliance: The Contractor shall prepare a 60% Construction Document cost estimate for the submitted plans and specifications, and an updated code compliance review and schedule based on the submitted documents . 5.05 95% Plan Preparation: Contractor shall prepare 95% plans, incorporating the CITY comments from the 60% Construction Document submission into the 95% Construction City of Cupertino Exhibit A Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects PAGE 4 OF 8 Document plans . Plans shall be submitted to City with other 95% Submittal Documents as noted below. 5.06 95% Specifications: Contractor shall assist the City in the development and preparation of the Project Manual that includes the Conditions of the Contract for Construction, Specifications, qualifications for prime and designated sub-contractors , bidding requirements, add alternatives, and sample forms . Contractor shall format its specifications to City's Standard Specification sections . 5.07 95% Costs, Schedule and Code Compliance: Contractor shall prepare a 95% cost estimate for the 95% plans, shall update the Project schedule and shall update the code compliance determination. 5.08 Permit Application: Contractor shall submit 95% Construction Document Package to the City of Cupertino Building Department for building permit review . The Building Department submittal shall include all applicable reports and calculations required to obtain a City building permit for the Project. 5.09 100% Plan Preparation: The City shall provide written comments on the 95% Construction Documents and the Contractor shall incorporate comments into the 100% plans, specifications, and cost estimate. 5.10 100% Costs, Schedule and Code Compliance: The Contractor shall submit a 100% Construction Document Estimate of Probable Cost to the City. 5.10 100% Submittal: The Contractor shall submit the 100% Construction Document drawings, specifications , and code compliance review to the City along with all other City requirements to the City of Cupertino Building Department and obtain a building permit for the Project. 5.0 Deliverables: (all deliverables digital unless otherwise noted) 5.01 Meeting Summaries 5.02 pdf files and three (3) full size plan sets 5 .03 Technical Specifications in Word and three (3) bound 8-1/2 X 11 sets 5.04 Updated estimate, schedule and code compliance summary in pdf and three (3) hardcopies of each 5.05 pdf files and three (3) full size plan sets 5.06 Technical Specifications in Word and three (3) bound 8-1/2 X 11 sets 5 .07 Updated estimate, schedule and code compliance summary in pdf and three (3) hardcopies of each 5.08 permit application as pdf and hardcopies as required for processing 5.09 pdf files and three (3) full size hardcopies of listed items + one stamped signed record set of plans and specifications 5.10 pdf files and hardcopies as requested by City Task 6.0: Bid and Award 6.01 Bid Period Assistance: Contractor shall provide the following bid phase services , at the City's request, through award of the construction contract: City of Cupertino Exhibit A Callander Associates Landscape Architecture Master Agreement for Land scape Architecture Services for Various Projects PAGE 5 OF 8 a. Attend the general contractor pre-bid meeting. b. Respond to bidders' questions until the question cutoff period identified in the bid documents package . c. Assist in the evaluation of bids as requested by the City. 6.02 Addenda Preparation: Contractor shall update the Construction Document package to include all addenda issued during the Bid process and submit a Conformed Set of drawings and specifications to the City within ten (10) days of the contract award by the City Council. 6.0 Deliverables: (all deliverables digital unless otherwise noted) A. The Contractor shall provide two (2) complete wet signed, stamped Conform Sets of Construction Documents and Technical Specifications that includes the 100% Construction Documents Package and all bid addenda . The submitted documents shall be in reproducible, hard copy format. B. The Contractor shall provide two (2) complete electronic format Conform Set Construction Documents and Technical Specifications in both native file formats (AutoCAD , MS Word) and pdf on a City compatible USB drive. Compatibility with the City hardware shall be verified by the Contractor prior to final submission . Task 7.0: Construction Administration Contractor's responsibility to provide the Construction Administration Services commences with the construction contract award and ends with submission of the final Project Punch List. Contractor shall advise the City , in writing , of any construction items that are not in conformance with the Contract Documents. Contractor shall have reasonable access to the construction of the Project wherever it is in preparation or progress as appropriate to meet its obligations under this Agreement. Duties, responsibilities and limitations of authority of Contractor under this Task shall not be restricted, modified or extended except by advance, written agreement between City and Contractor. 7.01 Submittal Review: The Contractor shall review and approve or reject the construction Contractor's submittals within five (5) working days of receipt. The Consultant may request additional review time for particularly complex or unusual submittals. The City shall not grant additional review time for standard construction item submittals. The Contractor shall maintain a detailed record of all submittals and content supplied by the costruction Contractor. 7.02 Requests for Information: The Contractor shall review construction Contractor Requests for Information and provide a written response to the construction Contractor with a copy to the City, within five (5) working days of receipt. The Contractor's response shall provide, with advance City approval, supplemental drawings and/or specifications necessary to clarify the RFI. 7.03 Change Orders: Contractor shall review and advise the City on requests by the City or construction Contractor for changes in the construction of the Project. The Contractor shall review City prepared Contract Change Orders shall , where necessary, prepare City of Cupertino Exhibit A Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects PAGE 6 OF 8 Drawings and Specifications to describe Work to be added , deleted or modified. The Contractor shall maintain all records relative to changes in the construction . 7.04 Construction Meetings: The Contractor shall attend bi-weekly construct ion meetings, provide site observation and provide a summary report of the visit . The goal of these site visits is to become familiar with the progress and quality of construction, observe defects and deficiencies . 7.05 Performance Evaluations: The Contractor shall prepare bi-monthly construction Contractor Performance Evaluations at the City 's request and submit to the City for review and comment prior to distribution to the construction Contractor. The Contractor shall deliver the City approved performance evaluation to the construction Contractor. 7.06 Claims and Disputes: The Contractor shall advise the City on claims , disputes or other matters in question between the City and construction Contractor. The City shall be the final arbiter in all such matters. 7.07 Site Meetings: The Contractor shall attend up to two (2) additional site meetings in the Construction Administration phase and provide meeting minutes to the City within two (2) business days. 7.08 Filing Warranties: Contractor shall obtain from the construction Contractor and forward to the City, for the City 's review and records , written warranties and related documents required by the Contract Documents and assembled by the construction Contractor, and shall issue a Punch List which denotes the portion of the work of the Project that needs to be completed by the construction Contractor based upon a final observation indicating the construction of the Project is in general accordance with the requirements of the Contract Documents. 7.09 Substantial Completion: When the construction of the Project is found to be substantially completed by Contractor, Contractor shall advise the City about the balance of the Project construction to be completed and recommend the amount to be paid the construction Contractor, including any amounts estimated needed to pay for Final Completion or correction of the construction work. 7 .10 Final Completion: Contractor's observations for Final Completion shall be conducted with the City 's designated representative to check conformance of the construction of the Project with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the construction Contractor of work to be completed or corrected . 7.11 Record Document Preparation and Project Close-Out: a . Contractor shall review the construction Contractor's checklist for completion of all required construction Contractor submittals and shop drawings as indicated in the Contract Documents. b. Contractor shall review construction Contractor-supplied operation and maintenance manuals for completeness as noted in the Contract Documents. c. Contractor shall review contractor warranties as noted in the Contract Documents. City of Cupertino Exhibit A Callander Associates Land scape Architecture Master Agreement for Land scape Architecture Services for Various Projects PAGE 7 OF 8 d. Contractor shall review final pay request from construction Contractor for accuracy as noted in the Contract Documents . e. Contractor to complete all work necessary to achieve LEED Silver Certification . 7.0 Deliverables: (all deliverables digital unless otherwise noted) 7.01 Submittal package containing all original submittals, responses , and final approved submittals 7.02 Original RFI and Contractor response 7.03 Change order review, drawings, and specifications produced to accompany change order 7.04 Weekly site visit report 7.05 Performance evaluation 7.06 Claim/Dispute Report 7.07 Meeting minutes Task 8.0: Additional Services Contractor services not specifically identified in the Scope of Services shall be considered Additional Services. At the City's request, the Contractor shall provide a fee proposal for specific additional services consistent with the professional rate schedule in Exhibit B. City of Cupertino Exhibit A Callander Associates Lands cape Architecture Master Agreement for Landscape Architecture Servi ces for Various Projects PAGE 8 OF 8 Exhibit B Service Order Form Each Service Order for work under this Master Agreement shall be initiated and executed as provided for in the Master Agreement, Section 2.8, Service Orders. An exemplar of the Service Order form follows . City of Cupertin o Exhibit B Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services for Various Projects PAGE 1 OF 2 EXHIBIT B SERVICE ORDER FORM CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. MASTER AGREEMENT PO #: M.A. Date: Ma ximum Compensation: Account No.: Term: NTP: End Date: Consultant: Name: Address: Contact: Phone: Project Description: Project Name: Description: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Deparhnent: Public Works Project Manager: ---------------- Fiscal/Budget : Amow1t Master Agreement Maximum Compensation: $0 -----------Tot al Previously Encumbered to Date: $0 ----------- Encumbrance this Service Order: $0 ----------- Total Liquidated Encumbrance: $0 ----------- Master Agreement Unencumbered Balance: $0 ----------- Contract Manager: Date: Approvals: Consultant: Date: CIP Manager: D a te: Appropriation Certification: I h e reby cer tify that an 1m expende d appropriation is available in th e a bove hmd for the above contract as es timate d and that fund are avai lable as of thi s date of signature City Finance: Date: Manage m e nt Ana lyst City of Cupe rtino M as ter Agreement Page 1 of 1 P~v2cl0biil::l er No. EXHIBIT C COMPENSATION Capitalized terms which are defined in the Agreement have the same meaning in this Exhibit C . The City will compensate the Contractor for satisfactory performance of duly authorized Services , based on the hourly rate(s) set forth below. The hourly rates are deemed to include all costs including, salary , wages , benefits , taxes, insurance, and the like paid to or on behalf of each individual providing the Services, and are also deemed to include profit , overhead, veh icle , equipment and supply costs and the like. The hourly rates do not include reimbursable expenses , which are addressed below. These hourly rates will remain in effect for the Term of the Agreement unless changed by written amendment to the Agreement. Total compensation for Services provided pursuant to a Service Order, including reimbursable expenses , may not exceed the maximum compensation authorized under the Service Order. Contractor Hourly Rate s : Principal Senior Associate Associate Senior Project Manager Project Manager 1 Project Manager 2 Construction Manager Job Captain Designer 1 Designer 2 Assistant Designer Project Administrator Accounting Reimbursable Expenses: $ 200 $ 183 $ 173 $ 157 $ 150 $ 142 $ 153 $ 131 $ 123 $ 113 $ 100 $ 105 $ 126 Reimbursable expenses include the cost of items , other than direct labor, specifically required to perform the Services, e x clud ing normal business operating expenses and overhead , which are included in the direct hou r ly rates set forth above . City will compensate Contractor for such reimbursable expenses only with prior written authorization by the individual designated as the City Representative in Section 8, Project Coordination , of the Agreement. The City will reimburse the Contractor for allowable reimbursable expenses for the documented actual cost only, with no surcharge or markup for Contractor administration. Reimbursable expenses must be separately identified on the Contractor invoice and documentation of each reimbursable e x pense must be submitted to the City upon request and maintained as required under Section 18 , Record s , of the Agreement. Allowed re imbursable expenses include , but are not limited to : City of Cupertin o Calland er Ass oc iat es Landscape A rc hitectu re Mas te r Agreem e nt fo r La ndscape Arc hitecture Serv ices fo r Vari o us Proj ec ts [Callander-Mstr Agrmt (2017)] Exhi bit C Pag e 1 of 2 • Individual or multiple document reproductions that exceed 50 pages ; • Drawing or bid set reproductions; • Special software required by City specifically for a project, excluding standard software programs such as Microsoft Office suite applications (i .e . Word , Excel , PowerPoint , Project, etc.); Adobe Acrobat ; or standard photo editing programs . • Travel expenses to the extent allowed by City policy, and subject to any limitation on allowable travel expenses under a Service Order, with mileage reimbursed per the current IRS standard mileage rate at the time of travel ; • Subconsultants required by project scope of services; • Safety equipment required by City policy or the project scope of services ; • Mass mailing notifications; • Special expenses for public meetings , such as refreshments, interpreters, security, valet parking , facility rental , tents or booths , easels, markers, paper, presentation equipment. END OF EXHIBIT City of Cup e rtino Calland e r Ass oc iates Land scape Archite cture Mas te r Agreem e nt for Land sca pe Arc hi tec ture Serv ices fo r Va ri o us Proj ects [Ca llander-Mstr Agrmt (2017)] Exhibit C Pag e 2 of 2 EXHIBIT D -DESIGN PROFESSIONALS INSURANCE REQUIREMENTS Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2 . Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Contractor has no ow ned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less th an $1,000,000 per accident for bodily injury or dise ase. (Not required if Contractor provides written verification it has no employees) 4. Professional Liability (Errors and Omissions) Insurance appropriates to the Contractor's profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate . If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy wi th respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form Callander Associates Land sca pe Architecture Master Agreement for Landscape Architecture Services Various Proj ects Page 1 of 3 of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Primary Coverage For any claims related to this contract, the Contractor's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 010413 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City . Waiver of Subrogation Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage Callander Associates Landscape Architecture Master Agreement for Landscape Architecture Services Various Projects Page 2 of 3 Contractor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them . The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time . Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors . Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Callander Associates Land scape Architecture Ma ster Agreement for Landscape Architecture Services Various Projects Page 3 of 3 Client#· 56 CALLAASS01 ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM /DD /Y YYY) 11/22/2017 THIS CERTIFICATE IS ISSUED AS A MATIER 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 ~R~i~cT Doris Chambers Dealey, Renton & Associates r..tJ8.NJo Ext): 510 465-3090 I r..e~. Nol : 510 452 -2193 P. 0 . Box 12675 !il~~ss: dchambers@dealeyrenton.com Oakland, CA 94604-2675 INSURER(S) AFFORDING COVERAGE NAIC# 510 465-3090 • Mandy Guo INSURER A : American Automobile Ins. Co. 21849 INSURED INSURER B : Hartford Accident & Indemnity 22357 Callander Associates INSURER c : Argonaut Insurance Company 19801 Landscape Architecture , Inc. INSURER D : 12150 Tributary Point Drive, Suite 140; INSURER E : Gold River, CA 95670-4259 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THI S IS T O C ERTIFY TH A T THE P O LI CI E S O F IN S U RANCE LI STED BELOW HAVE BEEN ISSUED T O THE IN S URED NAM E D A B OVE FOR THE P O LI CY P ERI O D IN D ICATED. NOTWITH ST A ND ING ANY REQ UIREM E N T , T E RM O R COND ITION OF A NY CONT RACT O R O THER DOC U M E NT W ITH R E SPE CT TO W HI CH THI S C E RTIFICAT E MAY BE ISSU ED O R MAY PERTA IN. THE INSURANCE A FFORDED B Y THE P O LI C IE S DESCR IB E D HE R E IN IS S UBJECT T O A LL TH E TE RMS , E XCLU SIONS AN D CON D ITI ONS O F SUCH P O LI C IES . LI M ITS S HOWN MAY HAVE BEEN REDUC ED BY PA ID CLAIMS . INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NU MBER /MM/DD /YYYY l ! /MM /DD /YYYYl A X COM MERCIAL GENERAL LIABILI TY X X AZC80916258 07/07/2017 07/07/201 8 EAC H OCCURRENCE s2,000 000 -:=:J CLAIMS-MADE ~ OCCUR ~~~~ffH?E~~J.frPencel s 1,000,000 f--- MED EXP (Any one person) s 10 ,000 PERSONAL & ADV INJURY s2,000,000 f--- GEN'L AGGREGATE LI MIT APP LI ES PER : GENERAL AGGREGATE s4,000,000 =l ~PRO-D LOC s4,000 ,000 POLICY JEC T PRODUC TS -COMP/OP AGG OTHER : s A AUTOMOBILE LIABILITY ~ X AZC80916258 07/07/2017 011011201 a COMBINED SING LE LI MI T s1 ,000 ,000 /Ea accide nt) - ANY AUTO BODI LY INJURY (Per person) s -AL L OWNED -SCHEDULED AUTOS AUTOS BODI LY INJUR Y (Per accident) S -NON -OWN ED '. PROPERTY DA MAG E X X l s HIRED AU TOS AUTOS /Per accident\ -s A ~ UMBRELLA LIAS ~ OCCUR X X AZC80916258 07/07/2017 07/07/201S EACH OCCURRENCE s1 000 000 EXCESS LIAS CLA IMS-MADE AGGREGATE s2 000 000 DED I I RET ENT ION $ s B WORKERS COMPENSATION X 57WEGGE6767 07/01/2017 07/01/2016 X ,~~fTIJTF I l ~JH-AND EMPLOYERS' LIABILITY Y /N ANY PROPR IETOR/PAR TNER/EXECU TIV E[m E.L. EAC H ACCID ENT s1 000 000 OFFI CER/M EMB ER EXC LUDE D? N N /A (Mandatory i n NH ) E.L. DIS EASE -EA EMP LOYE E s1 ,000 ,000 If yes, describe under E.L. DISEASE -PO LI CY LI MIT s1,000,000 DESCRIPT ION OF OPERATIONS below C Professional X IAE1240705 12/31/2016 12/31/201'1 $2,000 ,000 per Claim Liability $2,000,000 Anni Aggr. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101 , Addi ti onal Remark s Sc he du l e, may be attache d if more space is require d) GENERAL LIABILITY POLICY EXCLUDES CLAIMS ARISING OUT OF THE PERFORMANCE OF PROFESSIONAL SERVICES. 30 Day Notice of Cancellation/10 Day notice for Non -Payment of Premium. REF: Master Agreement for Landscape Architecture Services for Various Projects. The City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are named as Additional Insured for General and Auto Liability as required by written agreement. Commercial General Liability is primary (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFOR E THE E X PIRATION DATE THEREOF, NOTICE WI L L BE DELIVERED IN 1300 Torre Avenue ACCORDAN CE WITH THE POLICY PROVISIONS . Cupertino , CA 95014 AUTHORI ZED REPRESE NT ATIVE I ~~~ © 1988-2014 ACORD CORPORATION . All rights reserved . AC ORD 25 (2014/0 1) 1 of 2 The ACORD n ame and logo are r egi ste red marks of ACORD #S2199137/M211 3934 NMF DESCRIPTIONS (Continued from Page 1) and non-contributory and includes severability of interests per policy form . Waiver of Subrogation applies to Commercial General Liability, Automobile Liability and Workers' Compensation. 30 Days Notice of Cancellation. SAGITTA 25.3 (2014/01) 2 of 2 #S2199137/M2113934 Callander Associates AZC80916258 EXCERPTS FROM: Fireman's Fund ABC MUL TICOVER -AB 91 89 08 07 THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: AMERICAN BUSINESS COVERAGE 2 . Blanket Additional Insured Section II -Liability Coverage, Part I. Who Is An Insured, Item 2. is amended to include: f. Any person or organization that you are required by a written insured contract to include as an insured, subject to all of the following provisions: (1) Coverage is limited to their liability arising out of: (a) the ownership, maintenance or use of that part of the premises, or land owned by, rented to, or leased to you; or (b) your ongoing operations performed for that insured; or (c) that insured's financial control of you; or (d) the maintenance, operation or use by you of equipment leased to you by such person(s) or organization(s) 4 . Blanket Waiver of Subrogation Section II -Liability Coverage, Part K . Liability and Medical Payments General Conditions, is amended to include: 6. Transfer or Rights of Recovery Against Others to us and Blanket Waiver of Subrogation b. If required by a written insured contract, we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your operations or your work for that person or organization. 19. Common Policy Conditions (AB 00 09 A 01 87), Part H. Other Insurance, Item 2 is replaced with: 2 . Coverage C -Liability If other valid and collectible insurance is available to any insured for a loss we cover under Coverage C of this Coverage Part our obligations are limited as follows: a. The insurance provided under this policy is primary if you are required by a written insured contract to include any person or organization as an insured, but only with respect to that insured's liability arising out of the ownership, maintenance, or use of that part of the premises owned by or rented to you, or your work for that insured by or for you. Any other insurance available to that person or organization is excess and noncontributory with this insurance. EXCERPT FROM: PROPERTY/LIABILITY POLICY ·· AB 90 00 12 93 II. K. 5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or suit is brought. AZC80916258 ABC MultiCover -AB 91 89 08 07 This endorsement modifies insurance provided under the following: American Business Coverage Your policy is broadened and clarified as follows : Non Employment Discrimination Liability Unless Personal Injury or Advertising Injury 1s excluded from this policy: A. Section III -Definitions , Item 17. Personal Injury is amended to include: f. Discrimination B. Section III -Definitions, Item 2. Advertising Injury is amended to include: e. Discrimination C. Section III -Definitions is amended to in- clude: 30. Discrimination means the unlawful treat- ment of individuals based on race, color, ethnic origin, gender, religion, age , or sexual preference. D . Section II -Liability Coverage, Part H. Ex- clusions, Item l.p Personal Injury or Adver- tising Injury is amended to include: (11) Arising out of discrimination directly or indirectly related to the past employ- ment, employment or prospective em- ployment of any person or class of persons by any insured ; or (12) Arising out of discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any dwelling, permanent lodging, or premises by or at the direction of any insured; or (13) Arising out of discrimination, if insurance thereof is prohibited by law; or (14) Fines, penalties, specific performance, or mJunctions levied or imposed by a go- vernmental entity, or governmental code, law, or statute because of discrimination 2. Blanket Additional Insured Section II -Liability Coverage, Part I. Who Is An Insured, Item 2. is amended to include: f. Any p erson or organization that you are re- quired by a written insured contract to include as an insured, subject to all of the following provisions : (1) Coverage is limited to their liability aris- ing out of: (a) the ownership, maintenance or use of that part of the premises, or land owned by, rented to, or lea sed to you; or (b) your ongoing operations performed for that insured ; or (c) that insured's financial control of you; or ( d) the maintenance, operation or use by you of equipment leased to you by such person(s) or organization(s); or This Fom1 must be attached to Change Endorsement when iss ued after the policy is written. One of the Fireman's Fund Insurance Companies as named in the policy President AB9189 8-07 Page 1 of 6 (e) a state or politica l subdivision p er- mit issued to you. (2) Coverage does not apply to any occur- rence or offense: (a) which took place before the exe- assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or ag ree- ment; cution of, or subsequent to the b. Any express warranty unauthorized completion or expiration of, the by you; --------------\Vr-itten--insured-eontr-aet-,--er~------------------------ (b) which takes place after you cease to be a tenant in that premises. (3) With respect to architects, engineers, or surveyors, coverage does not apply to Bodily Injury, Property Damage, Per- sonal Injury or Advertising Injury arising out of the rendering or the failure to render any professional services by or for you including: (a) The preparing, approving, or failing to prepare or approve maps , draw- ings, opm10ns, reports, surveys, change orders, designs or specifica- tions ; and (b) Supervisory, inspection, or eng1- neermg services. If an Additional Insured endorsement is attached to this policy that specifically names a person or organization as an insured, then this coverage does not apply to that person or organization. 3 . Blanket Additional Insured for Vendors Unless the Products-Completed Operations Haz- ard is excluded from this policy, Section II -Li- ability Coverage, Part I. Who Is an Insured, Item 2. is amended to include: g. Any vendor but only with respect to Bodily Injury or Property Damage arising out of your products which are distributed or sold in the regular course of the vendor's business, sub- ject to the following additional exclusions: AB9189 8-07 1. The insurance afforded the vendor does not apply to : a. Bodily Injury or Property Damage for which the ven dor is obligated to pay damages by re aso n of the c . Any physical or chemical change in the product made intentionally by the vendor; d . Repackaging, unless unpacked so lely for the purpose of inspection, dem- onstration, testing, or the substi- tution of parts under instructions from the manufacturer, and then re- packaged in the original container. e. Any failure to make such m- spections, adjustments, tests or ser- v icing as the vendor has agreed to make or normally undertakes to make in the usu al course of busi- ness , in connection with the distrib- ution or sale of the products ; f. Demonstration, installation, servic- ing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. 2. This insurance does not apply to any in- sured person or organization, from whom you have acquired such products, or any ingredient, part or container, en- tering into, accompanying or containing such products. If an Additional Insured -Vendors endorsement is attached to this policy that specifically names a person or organization as an insured, then this coverage do es not ap ply to that person or orga n- ization. Page 2 of 6 4. Blanket Waiver of Subrogation Section II -Liability Coverage, Part K. Liability and Medical Payments General Conditions , is amended to include : 6. Transfer of Rights of Recovery Against Oth- ers to us and Blanket Waiver of Subrogation a. If the insured has rights to recover all or 6. before you acquired or formed the or- ganization; (c) Coverage C does not apply to personal injury or advertising injury arising out of an offense committed before you ac- quired or formed the organization. Medical Payments part of any payment we have made und-er---~tmlessCoverage D-:1\'leoical-Payments is excluded this Coverage Part, those rights are from this policy: transferred to us. The insured must do nothing after loss to impair those rights. A. Section II -Liability Coverage, Part H. Ex- At our request, the insured will bring suit clusions, Item 2.f. is replaced with: or transfer those rights to us and help us enforce them. b. If required by a written insured contract, we waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your operations or your work for that person or organ- ization. 5. Broadened Named Insured Section II -Liability Coverage, Part I. Who Is An Insured, Item 4. is replaced with: 4. All of your subsidiaries, companies, corpo- rations, firms, or organizations, as now or hereafter constituted , qualify as Named In- sured under this policy if: AB9189 8-07 (a) you have the responsibility of placing m- surance for each such entity; and (b) coverage for the entity is not other.vise more specifically provided ; and ( c) the entity is incorporated or organized under the laws of the United States of America. But each entity is insured only while you own, during the policy period, a controlling interest in such entity of greater than 50% of the stock or assets. However: (a) Coverage under this provision is afforded only until the end of the policy period, or the 12 month alll1iversary of the policy inception date, whichever is earlier; (b) Coverage C does not apply to bodily in- jury or property damage that occurre d f. Included within the products-completed operations hazard. However, this exclu- sion does not apply to expenses for den - tal services . B. Section II -Liability Coverage, Part G. Cov- erage, Item 2., is amended to include: c. Coverage D. Medical Payments is pri- mary and not contributing with any other insurance, even if that other insur- ance 1s primary also. 7. Tenant's Legal Liability 8. A. Section III -Liability Coverage, Part J. Li- ability and Medical Payments Limits of In- surance, Item 3. is replaced with: 3. The most we will pay under Coverage C -Liability for damages because of prop- erty damage to premises while rented to you , temporarily occupied by you with the permission of the owner, or managed by you under a written agreement with the owner: a. ansmg out of any Covered Cause of Loss shall be the greater of: (1) $1,000 ,000 ; or (2) The Tenant's Legal Liability limit shown in the Declarations. Chartered Aircraft Section II -Liability Coverage, Coverage C, Part H. Exclusions , Item l.g. is am ended to include : (5) An aircraft in which you have no ownership interest and that y ou hav e chartered with crew. Page 3 of 6 9. Coverage Territory Broadened Section Ill -Definitions , Item 5.a. is replaced with: a. TI1e United States of America (including its territories and possessions), Puerto Rico, Ca- nada, Bermuda, the Bahamas, the Cayman Islands and the British Virgin Islands. IQ Broadened Ad v ertising_lnj1icy Unless Advertising Injury is excluded from this policy: A. Section Ill -Definitions, Item 2. is replaced with: 2. Advertising Injury means mJury arising out of one or more of the following of- fenses: a. Oral, written, televised or videotaped publication of material that slanders or libels a person or organization or disparages a person's or organiza- tion's goods, products or services ; b. . Oral, written, televised or videotaped publication of material that violates a person's right of privacy; c. Misappropriation of advertising ideas or style of doing business; or d. Infringement of trademark, copy- right, title or slogan. B. Section II -Liability Coverage, Coverage C, Part H . Exclusions , Items l.p.(l) and (2) are replaced with : (1) Arising out of oral, written, telev ised or videotaped publication of material, if done by or at the direction of the insured 'o/ith knowledge of its falsity; (2) Arising out of oral, written, televised or videotaped publication of material whose first publication took place before the beginning of the policy period; 11 . Broadened Personal Injury Unless Personal Injury is excluded from this pol- icy, Section III -Property, Liability and Medical AB9189 8-07 Payments Definitions , Items 17 .b ., d. and e. are replaced with: b . Malicious prosecution or abuse of process ; d. Oral , written, televised or videotaped publica- tion of material that slanders or libels a person or organization or disparages a person 's or organization's goods, products or services ; e. Oral, written, televised or videotaped publica - tion of material that violates a person's right of privacy; 12 . Broadened Personal or Advertising Injury Unless Personal Injury or Advertising Injury is excluded from this policy, Section II -Liability Coverage, Coverage C, Part H. Exclusions, Item l.p.(4) Exclusions is deleted in its entirety. 13. Fellow Employees Coverage Section II -Liability Coverage, Part I. Who ls an Insured, Item 2.a.(l) is amended as follows: (1) Personal Injury to you or to a co-employee while in the course of his or her employment, or the spouse, child, fetus , embryo, parent, brother, sister or any member of the house- hold of that employee or co-employee as a consequence of such Personal Injury, or for any obligation to share damages with or repay someone else who must pay damages because of the injury; or 14 . Mental Anguish Is Included in Bodily Injury Section III -Definitions, Item 4. is replaced with : 4. Bodily injury means bodily injury, sickness or disease sustained by a person. It includ es death or mental anguish which result at any time from such physical harm, physical sick- ness or physical disease. Mental anguish me- ans any type of mental or emotional illness or disease. 15 . U nintentional Failure to Disclose Hazards Section II -Liability Coverage, Part K. Liability and Medical Payments General Conditions , is amended to include: Page 4 of 6 6. Unintentional Failure to Disclose Hazards If you unintentionally fail to disclose any ha- zards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. legal representatives are aware of the General Liability occurrence, offense, claim, or suit. Knowledge of an occurrence, offense, claim, or suit by other employee(s) does not imply you also have such knowledge. b . To the extent possible, notice to us should include: ---------------------------------1cJ-)-_Jfow,-w-hen-an!Lw.her.e-the_o.ccurrence or 16. Supplementary Payments, Increase Limits Section II -Liability Coverage, Part G. Coverage, Items I.e. (2) and (4) are replaced with: (2) The cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds . ( 4) All reasonable expenses incurre d by the in- sured at our request to assist us in the inves- tigation or defense of the claim or suit including substantiated loss of earnings up to $500 a day because of time off work. 1 7. Per Location Aggregate A. Section II -Liability Coverage, Part J. Limits of Insurance, Item 4. is amended to include: The Aggregate Limit of Insurance applies se- parately to each location owned by you , rented to you, or occupied by you with the permission of the owner. B. Section III -Property, Liability and Medical Payments Definitions , is amended to include: 31. Location means premises involving the same or connecting lots , or premises whose connection is interrupted only by a street, roadway, waterway or right-of- way of railroad. 18. Amended Duties in the Event of an Occurrence, Offense Claim or Suit Section II -Liability Coverage, Part K. Liability and Medical Payments General Conditions , Items 2.a. and b. are repl aced with: a. In the event of an occurrence, offense, claim, or suit, you must promptly notify us. Your duty to promptly notify us is effective when your executive officers, partners, memb ers, or AB9189 8-07 offense took place; (2) The names, addresses, and telephone numbers of any injured persons and wit- nesses ; and (3) The nature and location of any injury or damage arising out of the occurrence, of- fense, claim, or suit. 19. Common Policy Conditions (AB 00 09 A 01 87), Part H. Other Insurance, Item 2. is replaced with: 2. Coverage C -Liability If other valid and collectible insurance is available to any insured for a loss we cover under Coverage C of this Coverage Pa1i our obligations are limited as follows: a. The insurance provided under this policy is primary if you are required by a written insured contract to include any person or organization as an insured, but only with respect to that insured's liability arising out of the ownership, mainte- nance, or use of that part of the premises owned by or rented to you, or your work for that insured by or for you. Any other insurance available to that person or or- ganization is excess and noncontributory with this insurance, or; b. Except for the circumstance describ ed in 2.a., above, the insurance provided under this policy is excess over any other li- ability insurance available to .any insured whether such other insurance is written as primary, excess, contingent or any other basis. An exception applies when any insured specifically has purchased excess insurance to apply in excess of the limits of insurance shown in the Decla- rations of this Coverage Part for Cover- age C. Page 5 of 6 20. Damage to Invitees' Automobiles from Falling Trees or Tree Limbs -Limited Coverage The policy applies to direct physical damage to automobiles owned by invitees subject to all of the following: 1. Provided such damage originates from prem- ises owned, managed, leased or rented by an insured; 2. Coverage applies only to invitees of an m- sured or an insured's tenant; 3. Such damage is directly caused by wind-driven falling trees or tree limbs ; 4. The most we will pay for any one loss is the lesser of the actual cash value of the damaged automobile as of the time of the loss ; or the cost of repairi ng or replacing the damaged automobile with another au tomobile of like AB9189 8-07 kind and quality ; subject to a limit of S25 ,000 in any one policy period; and 5. This coverage is not subject to the General Liability General Aggregate Limit. 21. Expected or Intended Injury -Amendment to Ex- clusion SECTION I. -2. EXCLUSIONS a. Expected or Intended lnJury, is replaced by the following: a. Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the insured . This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or prop- erty. All other terms and conditions of the policy apply . Page 6 of 6 AZC80916258 FleetCover® Endorsement-CA 70 18 10 14 Policy Amendment(s) This endorsement modifies insurance provided under the following: Business Auto· Coverage Form Motor Carrier Coverage Form With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. Broadened Named Insured Section II -Covered Autos Liability Coverage, A. Coverage, 1. Who Is An Insured, the following is added: Any organization you own on the inception of this policy, or newly acquire or form during the policy period, and over which you maintain during the policy period, majority ownership or majority interest will qualify as a Named Insured if: (1) There is no other similar insurance available to that organization; and (2) The first Named Insured shown in the Declarations of this policy has the responsibility of placing insur- ance for that organization; and (3) The organization is incorporated or organized under the laws of the United States of America. However: (a) Coverage under this provision is afforded only until the next occurring 12 month anniversary of the be- ginning of the policy period shown in the Declarations, or the end of the policy period, whichever is earlier; and (b) Coverage under this prov1s1on does not apply to bodily injury or property damage that results from an accident that occurred before you acquired or formed the organization; and (c) No person or organization is an insured with respect to any current or past partnership, or joint venture that is not shovm. as a Named Insured in the Declarations; and (d) Coverage under A.(1), (2) and (3) above does not apply to any organization that is covered as an insured under any other automobile liability insurance policy whose limits of insurance have been exhausted or whose insurer has become insolvent. B. Broadened Who Is an Insured 1. Form CAOOOl (if attached to this policy), Section II -Covered Autos Liability Coverage, A. Coverage, 1. Who Is An Insured, item b .(2 ) is deleted, and d. is added as follows: d . Your employee while using with your permission his owned auto, or an auto owned by a member of his or her household, in your business or _your personal affairs, provided you do not own, hire or borrow that auto. This Form must be attached to Change Endorsement when issued after the policy is written . One of the Fireman's Fund Insurance Companies as named in the policy CA7018 10-14 © 2014 Fireman's Fund Insurance Company, No vato, CA. All righ ts reserved. Page 1 of 9 2. Form CA0020 (if attached to this policy), Section II -Covered Autos Liability Coverage, A. Coverage, 1. Who Is An Insured, item b.(2) is deleted, and f. is added as follows : f. Your employee or agent while using with your permission his owned private passenger type auto, or a private passenger type auto owned by a member of his or her household, in your business or your personal affairs, provided you do not own, hire or borrow that auto . C. Additional Insured Coverage and Waiver of Subrogation 1. Form CAOOOl (if attached to this policy), Section II -Covered Autos Liability Coverage, A. Coverage, 1. Who Is An Insured, the following is added as item e.; and form CA0020 (if attached to this policy), Section II -Covered Autos Liability Coverage, A . Coverage, 1. Who Is An Insured; the following is added as item g.: Any person or organization · with respect to the operation, maintenance, or use, of a covered auto, provided that you and such person or organization have agreed under an expressed provision in a written insured contract or written agreement, or a written permit issued to you by a governmental or public authority, to add such person, organization, or governmental or public authority to this policy as an insured However, such person or organization is an insured: (1) Only with respect to the operation, maintenance, or use, of a covered auto; and (2) Only for bodily injury or property damage caused by an accident which takes place after: (a) You executed the insured contract or written agreement; or (b) The permit has been issued to you. 2. Form CAOOOl (if attached to this policy), Section IV -Business Auto Conditions, A. Loss Conditions, item 5.; and form CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, A. Loss Condi- tions, item 6.; the following is added: Waiver of Subrogation If required by a: a. Written insured contract or written agreement executed prior to the accident; or b. Written permit issued to you by a governmental or public authority prior to the accident; we waive any right of recovery we may have against any person or organization named in such contract, agreement or permit, because of payments we make for injury or damage arising out of a covered auto. D. Auto Medical Payments -Increased Limit For each covered auto described in the Declarations or shown in the Schedule as having Auto Medical Pay- ments Coverage, the Medical Payments Limit of Insurance for those autos is revised to the greater of: 1. $5,000; or 2. The limit shown in the Declarations. E. Hired Auto Physical Damage Coverage and Loss of Use Expenses Hired Auto Physical Damage Coverage If Physical Damage Coverage is provided by this policy on your owned covered autos, the following applies: CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato , CA. All rights reserved. Page 2 of 9 Any auto that you lease, hire, rent or borrow without a driver, will be covered under this policy for Physical Damage Coverage. However, any such auto: 1. Will be covered only for the same Physical Damage Coverage that applies to your owned covered autos; 2. Will be subject to the same applicable deductible shown in the Declarations that applies to your most similar owned covered auto, except any Comprehensive Coverage deductible does not apply to loss caused by fire or lightning; and 3. The most we will pay for any one loss in any one accident is the lesser of the following: a. Actual Cash Value of the damaged or stolen property as of the time of the loss as determined by us ; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. In addition, we will pay costs and fees associated with such covered loss only for a maximum time period of seven days beginning with the date of loss, subject to a maximum of $500. However: (1) If form CAOOOl is attached to this policy, this coverage does not apply to autos you lease, hire, rent or borrow from any of your employees, partners (if you are a partnership), members (if you are a limited li- ability company) or members of their households; and (2) If form CA0020 is attached to this policy, this coverage does not apply to any private passenger type auto you lease, hire, rent or borrow from any member of your household, any of your employees, partners (if you are a partnership), members (if you are a limited liability company), or agents or members of their households. Hired Auto Loss of Use Expenses Form CAOOOl (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 4. Coverage Extension, b. Loss of Use Expenses; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Coverage, 4 . Coverage Extension, b . Loss of Use Expenses; is deleted and replaced by the following: b. For Hired Auto Physical Damage, we will pay expenses for which an Insured becomes legally responsi ble to pay for loss of use of a vehicle rented or hired without a driver, under a written r ental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered auto; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss is provided for any covered auto; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered auto. However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $1,000. F. Coverage Territory-Hired Auto I. Form CAOOOJ, (if attached to this policy), Section IV -Business Auto Conditions, B. General Conditions, 7. Policy Period, Coverage Territory, b .(5) is deleted and replaced by the following: CA7018 10-14 © 2014 Firema n's Fund Insurance Company, Novalo, CA . All rig his reserved. Page 3 of 9 (5) Anywhere in the world if a covered auto of the private passenger type is leased, hired, rented or bor- rowed without a driver for a period of 180 days or less, 2. Form CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, B. General Conditions, 7. Policy Period, Coverage Territory, b.(5 ) is deleted and replaced by the following: (5) Anywhere in the world if a covered auto of the private passenger type is leased, hired, rented or bor- rowed without a driver for a period of 180 days or less, G. Communication Equipment Coverage Form CAOOOl (if attached to this policy), Section III -Physical Damage Coverage, C. Limits of Insurance, Paragraph l.b .; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, C. Limits of Insurance, Paragraph 1.b .; is deleted and replaced by the following: b. All electronic equipment that reproduces , receives or transmits audio, visual or data signals in any one loss is $1,500, if, at the time of loss, such electronic equipment is: H. Tapes, Records, CDs and DVD Coverage The Physical Damage Coverage Section is amended as follows: 1. The exclusion referring to tapes, records, discs, or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment does not apply. 2. Under Comprehensive Coverage -Form CAOOO 1 (if attached to this policy), Section III-Physical Damage Coverage, A. Coverage; and form CA0020 (if attached to this policy), Section IV-Physical Damage Coverage, A. Coverage; the following is added: We will pay for loss to tapes, records, discs or other similar devices used with audio, visual or data elec- tronic equipment. We will pay only if the tapes, records, discs or other similar audio, visual or data elec- tronic devices: a. Are your property, or that of a family member; and b. Are in a covered auto at the time of a loss. The most we will pay for loss is $250 . No deductible applies to this coverage. I. Personal Effects Coverage Form CAOOO 1 (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 4 . Coverage Extensions; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Cover- age, 4 . Coverage Extension; item c. is added as follows: c. Personal Effects Coverage We will pay up to $500 for loss for clothing items or other personal effects that are owned by an insured and are in a covered auto in the event of a covered loss. Personal Effects do not include audio visual or electronic devices, money, giftcards, securities, jewelry, or tools. This coverage is excess over any other collectible insurance . No deductible applies to this coverage. CA7018 10-14 - © 2014 Fireman's Fund Insurance Company, Novato, CA. All rights reserved. Page 4 of 9 J. Airbag Coverage Fonn CAOOOl (if attached to this policy), Section III -Physical Damage Coverage, B . Exclusions, 3 .a.; and fonn CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, B. Exclusions , 3.a.; the following is added: However, mechanical breakdown does not mean the unintended discharge of an airbag, provided that any loss covered under this provision is excess over any other collectable insurance or warranty designed to cover such unintended discharge. K. Rental Reimbursement Fonn CAOOOl (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 4 . Coverage Extensions; and fonn CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Cover- age, A. Coverage Extension; item d. is added as follows: d. Rental Reimbursement or Transportation Expenses If loss occurs to a covered auto described or designated in the Declarations or Schedule and covered for Physical Damage Coverage, we will pay for rental expenses for the rental of a similar replacement auto and additional transportation expenses, incurred by you . This payment applies in addition to the otherwise app licable amount of each coverage you have on the covered auto . No deductible applies to this coverage. However: (1) We will pay only for those expenses incurred by you that begin 24 hours after the covered loss. (2) We will cease paying for those expenses, regardless of the policy's expiration date, at the earlier of the following dates : (a) The number of days reasonably required to repair or replace the covered auto. If loss is caused by theft, this number of days is added to the number of days it takes to locate and return the covered auto to you; or (b) 45 days from the date this coverage begins. (3) Our payment is limited to the lesser of the following amounts: (a) Necessary and actual expenses incurred by you; or (b) $1,500. (4) This coverage does not apply while there are spare or reserve autos available to you for your oper- ations. (5) If loss results from the total theft of a covered private passenger type auto (if CA0020 is attached to this policy), or a covered private passenger auto (if CAOOOl is attached to this policy), we will pay under this coverage only that amount of your covered rental expenses or additional transportation expenses which are not already provided for under the Physical Damage Coverage Extensions. L. Extended Towing Coverage 1. Fonn CAOOOl (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, 2. Towing, is deleted an d replaced by the following: CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA All rights reserved. Page 5 of 9 2. Extended Towing We will pay up to $750 per disablement for towing and labor costs you incur each time your covered auto is disabled. However: a. All labor must be performed at the place of disablement; and b. If the covered auto is of the private passenger type, no deductible applies; and c. If the covered auto is not of the private passenger type, our obligation to pay will be reduced by a $250 deductible per disablement. d. If the covered auto is not of the private passenger type and the disablement results from a loss covered under Section III -Physical Damage Coverage, A. Coverage, Paragraphs I, a., b., or c., there is no separate deductible for the Extended Towing Coverage . For purposes of this coverage, disablement means a breakdown of the covered auto including me- chanical breakdown, engine failure, or tire blowout, where repairs cannot be made roadside and a tow is required to remove the auto from the roadway and to seek additional services and repair. 2. Form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Coverage, 2. Towing -Private Passenger Autos, is deleted and replaced by the following: 2 . Extended Towing We will pay up to $750 per disablement for towing and labor costs you incur each time your covered auto is disabled. However: a. All labor must be performed at the place of disablement; and b. If the covered auto is of the private passenger type, no deductible applies; and c. If the covered auto is not of the private passenger type, our obligation to pay will be reduced by a $250 deductible per disablement. d. If the covered auto is not of the private passenger type and the disablement results from a loss covered under Section IV -Physical Damage Coverage, A. Coverage, Paragraphs 1, a., b., or c ., there is no separate deductible for the Extended Towing Coverage. For purposes of this coverage, disablement means a breakdown of the covered auto including me- chanical breakdown, engine failure, or tire blowout, where repairs cannot be made roadside and a tow is required to remove the auto from the roadway and to seek additional services and repair. M. Cancellation -120 Days Notice If we cancel this policy for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured at the last mailing address known to us, written notice of cancellation at least 120 days prior to the effective date of cancellation. N . Supplementary Payments -Increased Limits Section II -Covered Autos Liability Coverage, 2 . Coverage Extensions, a . Supplementary Payments, items (2) and (4) are deleted and replaced by the following: (2) Up to $2,500 for the cost of bail bonds (including bonds for related traffic law violations) required because of an accident we cover. We do not have to furnish these bonds. CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA . All righ ts reserved . Page 6 of 9 (4) All reasonable expenses incurred by the insured at our request, including substantiated loss of earnings up to $500 a day, because of time off from work. 0 . Duties In The Event Of Accident, Claim, Suit Or Loss -Amended Form CAOOO 1 (if attached to this policy) Section IV -Business Auto Conditions, A. Loss Conditions, item 2. a.; and form CA0020 (if attached to this policy) Section V -Motor Carrier Conditions, A. Loss Conditions, item 2. a.; is deleted and replaced by the following: a. In the event of accident, claim, suit or loss, you must promptly notify us or our authorized representative when it becomes known to: (1) You, ifyou are an individual; (2) Your partner or member, ifyou are a partnership or joint venture; (3) Your member, ifyou are a limited liability company; (4) Your executive officer if you are an organization other than a partnership, joint venture or limited li- ability company; or ( 5) Your authorized representative or insurance manager. Knowledge of an accident, claim, suit or loss by other persons does not imply that the persons listed above have such knowledge. Notice should include: (a) How, when and where the accident or loss occurred; and (b) The insured'sname and address; and ( c) To the extent possible, the names and address of any injured persons and witnesses. P. Unintentional Failure to Disclose Hazards Form CAOOOl (if attached to this policy), Section IV -Business Auto Conditions, B. General Conditions, item 2.; and form CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, B. General Conditions, item 2.; the following is added: However, if you unintentionally fail to disclose any hazards existing at the inception date of this policy, we will not deny coverage under this Coverage Form because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. Q. Fellow Employee Coverage Section II -Covered Autos Liability Coverage, B. Exclusions, 5. Fellow Employee, the following is added: However, this exclusion does not apply if the bodily injury results from the use of a covered auto you own or hire, and provided that any coverage under this provision only applies in excess over any other collectible insurance. R. Limited Mexico Coverage WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY -NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. CA7018 10-14 © 2014 Fireman's Fund Insurance Company, Novato, CA. All righ ts reserved. Page 7 of 9 IN SOME CASES THE COVERAGE PROVIDED HERE MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVER- AGE AT ALL N MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPAfN BEFORE DRIVING IN MExiCO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR OUT- SIDE OF 25 MILES FROM THE BORDER OF THE UNITED STATES OF AMERICA. Form CAOOOl (if attached to this policy), Section IV -Business Auto Conditions, B. General Conditions, item 7.; and form CA0020 (if attached to this policy), Section V -Motor Carrier Conditions, B. General Conditions, item 7.; the following is added : The coverage territory is extended to include Mexico, but only: (i) For accidents or losses occurring within 25 miles of the United States border; and (ii) For trips into Mexico of 10 days or less; and (iii) If the covered auto is principally garaged and principally used in the United States; and (iv) If the insured is a resident of the United States. If a loss to a covered auto occurs in Mexico, we pay for such loss in the United States. If the covered auto must be repaired in Mexico in order to be driven, we will not pay for more than the actual cash value of such loss as determined by us at the nearest United States point where the repairs can be made. Any insurance provided under this provision will be excess over any other collectible insurance. S. Extended Glass Coverage Form CAOOO 1 (if attached to this policy), Section III -Physical Damage Coverage, A. Coverage, item 3 .a.; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, A. Coverage, item 3 .a .; is deleted and replaced by the following: a. Glass breakage. If glass must be replaced , the deductible will be $100 or the deductible shown in the Declarations , whichever is less. If glass can be repaired and is actually repaired rather than replaced, the deductible will be waived. You have the option of having the glass repaired rather than replaced. T. Broadened Definition of Bodily Injury Form CAOOOl (if attached to this policy), Section V -Definitions, item C.; and form CA0020 (if attached to this policy), Section VI -Definitions, item C.; is replaced by the following: C. Bodily injury means bodily injury, sickness or disease sustained by a person including death or mental angu ish resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. U. Customer Lease or Loan Physical Damage Coverage Extension Form CAOOOl (if attached to this policy), Section m -Physical Damage Coverage, C. Limits of Insurance; and form CA0020 (if attached to this policy), Section IV -Physical Damage Coverage, C. Limits of Insurance; item 4. is added as follows: 4. If your covered owned auto is: (1) Shown in the Schedule and designated as covered for Physical Damage Coverage; and (2) Shown in this policy as having a loss payee or additional insured-lessor; and CA7018 10-14 © 2014 Fire man's Fund Insuran ce Company, Novato, CA. All rights reserved. Page 8 of 9 (3) Incurs a covered total loss; we will pay the greater of: (a) The actual cash value, as determined by us, of the damaged or stolen property as of the time of the total loss; or (b) The outstanding indebtedness under the initial finance agreement for the covered auto and its equip- ment. As used here, outstanding indebtedness means the amount you owe on the finance agreement at the time of total loss: (i) Less any amounts representing taxes, overdue payments, penalties, interest, or charges resulting from overdue payments, additional mileage, excess wear and tear, or lease tennination fees; and (ii) Less any administrative costs or overhead fees assessed by the finance company who has leased the covered auto to you; and (iii) Less security deposits not returned by the lessor; and (iv) Less costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (v) Less carry-over balances from previous loans or leases. V. Two or More Deductibles 1. Section III -Physical Damage Coverage D. Deductible, of form CAOOOl (if attached to this policy), the following is added: If another Fireman's Fund Insurance Company policy or coverage form that is not an automobile policy or coverage form applies to the same accident or loss, the following applies: (1) If the deductible under this Business Auto Coverage Form is the lesser (or least) deductible, it will be waived. (2) If the deductible under this Business Auto Coverage Form is not the lesser (or least) deductible, it will be reduced by the amount of the lesser (or least) deductible. 2. Section IV -Physical Damage Coverage, D. Deductible of fonn CA0020 (if attached to this policy), the following is added: If another Fireman's Fund Insurance Company policy or coverage fonn that is not an automobile policy or coverage form applies to the same accident or loss, the following applies: (1) If the deductible under this Motor Carrier Coverage Form is the lesser (or least) deductible, it will be waived. (2) If the deductible under this Motor Carrier Coverage Form is not the lesser (or least) deductible, it will be reduced by the amount of the lesser (or leas t) deductible . All other terms and conditions of the policy remain unchanged . CA7018 10-14 © 2014 Fireman's Fund Insuran ce Company, Novato, CA. All rights reserved . Page 9 of 9 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 57WEGGE6767 Effective Date: 111111 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Callander Associates Land sca pe Architecture , Inc. 12150 Tributary Point Dri ve, Suite 140; Gold Ri ver, CA 95670-4259 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section Ill of this endorsement is a Schedule of Covered States . You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION I 2 B. Part One Does Not Apply 3 PARTS ONE and TWO 2 C. Application of Coverage 3 01 We Will Also Pay 2 D. Additional Exclusions 3 PART-THREE 2 E. West Virginia 3 02 How This Insurance Works 2 EXTENDED OPTIONS 4 PART-SIX 2 01 Employers ' Liability Insurance 4 03 Transfer of Your Rights and Duties 2 02 Unintentional Failure to Disclose 4 04 Liberalization 2 Hazards SECTION II 2 03 Waiver of Our Right to Recover from 4 VOLUNTARY COMPENSATION 2 Others INSURANCE 04 Foreign Voluntary Compensation 4 05 Voluntary Compensation Insurance 2 A. How This Reimbursement Applies 4 A. How This Insurance Applies 2 B. We Will Reimburse 4 B. We Will Pay 3 C . Exclusions 4 C . Exclusions 3 D. Before We Pay 5 D. Before We Pay 3 E. Recovery From Others 5 E. Recovery From Others 3 F. Reimbursement For Actual Loss 5 F. Employers' Liability Insurance 3 Sustained EMPLOYERS' LIABILITY STOP GAP 3 G. Repatriation 5 ENDORSEMENT H. Endemic Disease 5 06 Employers' Liability Stop Gap 3 05 Longshore and Harbor Workers' 5 Coverage Compensation Act Coverage A. Stop Gap Coverage Limited to 3 Endorsement Montana, North Dakota, Ohio, SECTION Ill 6 Washington , West Virginia and 01 Schedule of Covered States 6 Wyoming Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 1 of 6 © 2000 , The Hartford SECTION I PARTS ONE and TWO 1. WE WILL ALSO PAY D. We Will Also Pay of Part One (WORKERS' COMPENSATION INSURANCE); and E. We Will Also Pay of Part Two (EMPLOYERS ' LIABILITY INSURANCE) is replaced by the following : We Will Also Pay We will also pay these costs , in addition to other amounts payable under this insurance, as part of any claim, proceeding, or suit we defend: 1. reasonable expenses incurred at our request, INCLUDING loss of earnings ; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liabil ity under this insurance; 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this law; and 5. expenses we incur. PART THREE 2. How This Insurance Applies Paragraph 4. of A. How This Insurance Applies of Part 3 (Other States Insurance) is replaced by the following : 4 . If you have work on the effective date of this policy in any state not listed in Item 3.A. of the Information Page, coverage will not be afforded for that state unless we are notified with in sixty days . PART SIX 3. Transfer Of Your Rights and Duties C. Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within sixty days after your death, we will cover your legal representative as insured. 4. Liberalization If we adopt a change in this form that would broaden the coverage of this form without extra charge , the broader coverage will apply to this policy. It will apply when the change becomes effective in your state . SECTION II VOLUNTARY COMPENSATION AND EMPLOYERS' LIABILITY COVERAGE 5. Voluntary Compensation Insurance A. How This Insurance Applies This insurance applies to bodily inJury by accident or bodily injury by disease. Bodily injury includes resulting death . 1. The bodily injury must be sustained by any officer or employee not subject to the workers ' compensation law of any state shown in Item 3.A. of the Information Page . 2 . The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) 3. The bodily injury must occur in the United States of America , its territories or possessions , or Canada, and may occur elsewhere if the employee is a United States or Canad ian citizen, or otherwise legal resident , and legally employed, in the United States or Canada and temporarily away from those places . 4. Bodily injury by accident must occur during the policy period . 5. Bodily injury by disease must be caused or aggravated by the conditions of the Page 2 of 6 officer's or employee's employment. The officer 's or employee 's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B. We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers ' compensation law of any state shown in Item 3.A. of the Information Page. We will pay those amounts to the persons who would be entitled to them under the law. C. Exclusion This insurance does not cover: 1. any obligation imposed by workers ' compensation or occupational disease law or any similar law. 2. bodily injury intentionally caused or aggravated by you. 3. officers or employees who have elected not to be subject to the state workers ' compensation law. 4. partners or sole proprietors not covered under the Standard Sole Proprietors , Partners , Officers and Others Coverage Endorsement. D. Before We Pay Before we pay benefits to the persons entitled to them , they must: 1. Release you and us , in writing , of all responsibility for the injury or death. 2. Transfer to us their right to recover from others who may be responsible for the injury or death. 3. Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things, our duty to pay ends at once. If they claim damages from you or from us for the injury or death, our duty to pay ends at once . E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. Form WC 99 03 03 B Printed in U.S.A. (Ed . 8/00) If the persons entitled to the benefits of this insurance make a recovery from others , they must reimburse us for the benefits we paid them. F. Employers' Liability Insurance Part Two (Employers' Liability Insurance) applies to bodily injury covered by this endorsement as though the State of Employment was shown in Item 3.A. of the Information Page. This provision 5. does not apply in New Jersey or Wisconsin . EMPLOYERS' LIABILITY STOP GAP COVERAGE 6. Employers' Liability Stop Gap Coverage A. This coverage only applies in Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming. B. Part One (Workers ' Compensation Insurance) does not apply to work in states shown in Paragraph A above . C. Part Two (Employers' Liability Insurance) applies in the states, shown in Paragraph A., as though they were shown in Item 3.A. of the Information Page . D. Part Two, Section C. Exclusions is changed by adding these exclusions . This insurance does not cover; 5. bodily injury intentionally caused or aggravated by you or in Ohio bodily injury resulting from an act which is determined by an Ohio court of law to have been committed by you with the belief than an injury is substantially certain to occur. However, the cost of defending such claims or suits in Ohio is covered. 13 . bodily injury sustained by any member of the flying crew of any aircraft . 14 . any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers ' compensation law or laws of a state shown in Paragraph A. E. This insurance applies to damages for which you are liable under West Virginia Code Annot. S 23-4-2. Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance Item 3.8. of the Information Page is replaced by the following : B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2 . The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited . In th is provis ion the limits are changed from $500 ,000 to $1,000,000 in California. 2. Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all exist ing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure . 3. Waiver of Our Right To Recover From Others A . We have the right to recover our payments from anyone liable for an injury cove red by th is policy. We will not enforce our right aga inst any person or organization for whom you perform work under a written contract that requires you to obtain th is agreement from us. This agreement shall not operate directly or i nd irectly to benefit anyone not named in the agreement. B. Th is provision 3. does not apply in the states of Pennsylvania and Utah . 4. Foreign Voluntary Compensation and Employers ' Liability Reimbursement A. How This Reimbursement Applies Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) This reimbursement prov1s1on applies to bodily injury by accident or bodily injury by disease . Bodily injury includes resulting death . 1. The bodily injury must be sustained by an officer or employee . 2. The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclus ion C.1. of this provision. 3. Bod ily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee 's last exposure to those conditions of your employment must occur during the pol icy period . B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are : 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers ' compensation law of the state of hire of the individual employee . 2. sums to which Part Two (Employers ' Liab ility Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page . C. Exclusions This insurance does not cover: 1. any occurrences in the United States , Canada , and any country or jurisd iction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligat ion imposed by a workers ' compensation or occupational disease law, or similar law . 3. bodily injury intentionally caused or aggravated by you . Page 4 of 6 4 . liability for any consequence, whether direct or indirect, of war, invasion, act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebellion , revolution, insurrection or military or usurped power. No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto . D. Before We Pay Before we reimburse you for the benefits to the persons entitled to them , you must have them: 1. release you and us, in writing, of all responsibility for the injury or death , 2 . transfer to us their right to recover from others who may be responsible for their injury or death , 3. cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things , our duty to reimburse ends at once. If they claim damages from us for the injury or death, our duty to reimburse ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it. If persons entitled to the benefits make a recovery from others, they must repay us for the amounts that we have reimbursed you. F. Reimbursement Sustained for Actual Loss This endorsement provides only for reimbursement for the loss you actually sustain . In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial , or 2. secure our consent for the payment of the loss or expense . G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States Form WC 99 03 03 B Printed in U.S.A. (Ed . 8/00) of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows : 1. to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health, or 2. in the event of death , to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B . of the Information Page as respects any one such officer or employee whether dead or alive . H. Endemic Disease The word "disease " includes any endemic diseases . The coverage applies as if endemic diseases were included in the provis ions of the workers ' compensation law. 5. Longshore and Harbor Workers' Compensation Act Coverage General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workers ' compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers ' Compensation Act (33 USC Sections 901-950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workers ' compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits . Part Two (Employers ' Liability Insurance), C. Exclusions, exclusion 8 , does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This coverage does not apply to work subject to the Defense Base Act , the Outer Continental Shelf Lands Act , or the Nonappropriated Fund Instrumentalities Act. Page 5 of 6 SECTION Ill 1. SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States . C. Schedule of Covered States : B. If a state, shown in Item 3.A. of the Information Page , approves this endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. Countersigned by ____________________ _ Authorized Representative Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6 CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. 1 MASTER AGREEMENT NO.: 2018-3 MA Date: November 28, 2017 MA Maximum Compensation: $175,000.00 MA Term: NTP: Nov. 28, 2017 MA END DATE: Dec. 31, 2019 Consultant: Name: Callander Associates Landscape Architecture, Inc. Address: 1633 Bayshore, Suite 133, Burlingame, CA 94010 Contac t: A. Mark Slichter Phone: 650-375-1313 Project Description: Project Name: McClellan Ranch Community Garden Improvements (through Construction Documents Phase) 0Description: (simple project d esc ription if appropriate) ~ it Us-(g .-i.fD'5 ~Jf ta'h-3 [K]Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: Alex Acenas Fiscal/Budget Amount Master Agreement Maximum Compensation: $175,000 .00 Total Previously Encumbered to Date: $0.00 Encumbrance this Service Order: $91,000.00 ------ Total Liquidated Encumbrance: $0.00 ------ Master Agreement Unencumbered Balance: $84,000.00 Account No.: 420-99-004-900-905-MRP 005-02-02 Project Manager: Alex Acenas Date: 01/11/2018 APPROVALS Consultant: t-Date: I . II . 18 CIP Manager: Date: Appropriation Certificatio . I h ere by certify that an unexpended appropriation is ava il ab le in th e a bove fund for the above contract as estimated and tha! fund are available as of this date of signature. City Finance: City of Cupertin o Maste r Agreemen t ~4WM:: Man~alys t Date: \ \ \ y\ l l Page 1 of 1 Service Order No.1 ATTACHMENT A EXHIBIT A SCOPE OF SERVICES McClellan Ranch Preserve Community Gardens The CONSULTANT shall perform professional services as detailed in the following sections to prepare a master plan and construction documents for the McClellan Ranch Community Gardens . SECTION 1.0 GENERAL 1.1 Project Description: The CONSULTANT shall complete a conceptual plan showing a preferred community garden layout for the McClellan Ranch Preserve Community Gardens in Cupertino . The plan shall refine sketch options prepared under a prior service order, and address a number of deficiencies identified in the Cupertino Community Gardens Scope of Work, including : pest management, plot size allocation, circulation , accessibility, and irrigation . Services include facilitating con sensus towards a preferred master plan with City staff and with the Community Gardener group, preparation of presentation materials for Parks and Recreation Comm ission and City Council meetings, preparation of construction documents. Sub sequent efforts (not part of this contract) would include bidding and construction support. 1.2 The CONSULTANT shall provide services required to complete the tasks identified in the Scope of Service s. The performance of services by CONSULTANT shall be to the satisfaction of the CITY, according to the project scope of services and the standard of care provisions contained in this AGREEMENT . 1.3 The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. The CONSULTANT shall receive project direct ion only from the CITY 's Director of Public Works or their authorized designee (hereinafter collectively "CITY "). The CITY shall resolve conflict i ng direction from other groups, departments or agencies . 1.4 Deliverables identified in each Task provide the basis for fee compensation . Any deficiencies in the minimum work items identified shall cause the CITY to reject the entire submission, require the CONSULTANT to make appropriate corrections, and resubmit, at no cost to the CITY. Earned value for submissions according to EXHIBIT C, Compensation Schedule shall not be considered until the Task Deliverables are accepted by the CITY. SECTION 2.0. SCOPE OF SERVICES TASK 1.0 PRELIMINARY DESIGN 1.1 Draft Conceptual Alternatives: Based on the input received from the CITY on the sketch layout alternatives prepared under a prior service order, CONSULTANT shall prepare two conceptual plan alternatives. The plan alternatives shall be color rendered for presentation purposes . 1.2 Implementation Schedule and Cost Estimates: The CONSULTANT shall prepare an implementation schedule in Microsoft Project to reflect the time durations and critical path for M cCl el lan Ranch Pr ese r ve Commun it y Gard e ns Ca ll and er As sociat es City of Cupertino EXHIBIT A Janu ary 8, 201 8 Page 1 of 5 ATIACHMENT A EXHIBIT A SCOPE OF SERVICES McClellan Ranch Preserve Community Gardens taking the project from master planning, through de sign development and con struction documentation, to bidding and construction . CONSULTANT shall prepare an estim ate of probable const r uction costs for each plan alternative . 1.3 Image Board: The CONSULTANT shall prepare an inspiration images board to illustrate potential pest control provisions and amenities for the community garden , including photos of pathways, plot edging , fencing, beds , signage , seating, and other garden elements . 1.4 Staff Review : The CONSULTANT shall meet with City staff to review and discuss the above materials and to discuss the format of and input desired from the gardener meeting. CONSULTANT shall collaborate with City staff in the identification of any changes to be incorporated into the deliverables and prepare a written meeting summary. 1.5 Community Gardener Meeting: The CONSULTANT shall present the above materials to the gardener group at a single meeting to review and discuss the conceptual plan sketches , schedule, cost estimates, and image board . CONSULTANT shall solicit input from group, confirm consen sus for a direction fo r the preferred concep t ual plan , and p r epare a written meeting summary. TASK 1.0 DELIVERABLES: 1.1 Conceptual plan a lternatives (hard copy and elect r onic pdf format) 1.2 Implementati on schedule and cost estimates (hard copy and electronic pdf format) 1.3 Image board (hard copy and electronic pdfformat) 1.4 Meeting summary (electronic pdf format) 1.5 Meeting summary (electronic pdf format) TASK 2.0 MASTER PLAN PREPARATION 2.1 Preferred Conceptual Plan : Based on the input received from the above, CONSULTANT shall p r epare a si ngle preferred conceptual plan and prepare an updated implementation schedule, image board, and detailed estimate of probable construction costs for CITY consideration . The plan shall be color rendered for presentation purposes . 2.2 Staff Review : The CONSULTANT shall meet with City staff to review and discu ss the preferred conceptual plan package . CONSULTANT shall collaborate with City staff in the identification of any chang es to be incorporated into the del iverables . CONSULTANT shall prepare a written meeting summary. 2.3 Draft Master Plan: Based on the input received from the above, CONSULTANT shall p r epare a single rendered draft master plan of the community garden and revise the supporting docum e nts. The CONSULTANT shall compile materials as sembled to date and prepare a Powerpoint slide show presentation for staff to present to the Parks and Recreation Commis sion. McC le ll an Ranch Pr eserv e Co m mun ity Ga r de ns Ca ll an d er Associates City of Cupertin o EXHIBIT A Jan ua ry 8, 201 8 Page 2 of 5 ATIACHMENTA EXHIBIT A SCOPE OF SERVICES McClellan Ranch Preserve Community Gardens The presentation will note the project objectives, background, gardener group input, and findings including the rationale behind the draft master plan layout. 2.4 Final Master Plan: Based on the input received from the Commission, CONSULTANT shall prepare a rendered draft final master plan of the community garden along with updated supporting documents. The CONSULTANT shall prepare an updated Powerpoint slideshow presentation for City staff to present to the Council. The presentation will note the project background, findings, and Commission recommendations . TASK 2.0 DELIVERABLES: 2.1 Preferred conceptual plan, implementation schedule, image board, and estimate of probable construction cost (hard copy and electronic pdf format) 2.2 Meeting summary (electronic pdf copy) 2.3 Draft master plan documents and Commission Powerpoint presentation (hard copy and electronic pdf format) 2.4 Draft final master plan documents and Council Powerpoint presentation (hard copy and electronic pdf format) TASK 3.0 DESIGN DEVELOPMENT Modifications to the existing parking layout and striping are not included as part of this service order, since parking (including accessible parking) is assumed to be provided from the existing parking lot. Site design measures such as self-treating and/or self-retaining areas will be utilized to reduce impervious areas below the c.3 stormwater size threshold for regulated projects; therefore, preparation of a stormwater management plan or other c.3-related calculations is not included. Trash enclosure building design shall be addressed by a separate service order. 3 .1 Supplemental Topographic Survey: The CONSULTANT shall prepare a topographic survey at 1" = 20' scale to supplement the topographic survey prepared in November 2005 by Kier & Wright. Survey shall show existing features such as pavements, utilities, tree locations, and fencing not already located by the 2005 survey . 3.2 Base Information Assembly: The CONSULTANT shall prepare a base plan at 1" = 20' scale from topographic survey. CONSULTANT shall conduct a site reconnaissance with base information in hand to field evaluate existing features. Photograph the site for reference and in-house study . 3.3 Design Development Plans: The CONSULTANT shall incorporate City comments from task 2.4 into the design development plans (50% complete construction documents). The package shall consist of the following, at a minimum: A. Title Sheet with vicinity and location map (one sheet) B. Demolition Plan , 1"=20' (1 sheet) C. Erosion Control Plan, 1"=20' (1 sheet) McClellan Ranch Preserve Community Gardens Callander Associates EXHIBIT A City of Cupertino January 8, 2018 Page 3 of 5 ATTACHMENT A EXHIBIT A SCOPE OF SERVICES McClellan Ranch Preserve Community Gardens D. Grading Plan, 1"=20' (1 sheet) E. Site Construction Plan , 1"=20' (1 sheet) F. Planting Plan , 1"=20' (1 sheet) G. Irrigation Plan , 1"=20 ' (1 sheet) H. Design Development Booklet with materials palette and draft construction deta i ls of specialty items I. Draft Technical Specifications J . Project Schedule K. Estimate of Probable Construction Cost 3.4 Staff Review : The CONSULTANT shall meet with City staff to review and discuss the design development plan, schedule, and cost estimate. CONSULTANT shall facilitate consensus towards preferred change s and design refinements . CONSULTANT shall prepare a written meeting summary. TASK 3.0 DELIVERABLES 3 .1 Supplemental Topographic Survey (electronic pdf format) 3.3 Design development package (one hard copy and one electron ic pdf fo r mat) 3.4 Meeting agenda and summary (electronic pdf format) TASK 4.0 CONSTRUCTION DOCUMENTS 4.1 95% Construction Documents : The CONSULTANT shall incorporate City comments from task 3.4 into a 95 % Construction Document package. The 95 % package shall cons ist of construction drawings, technical specifications, forms necessary to publicly bid the project in the City of Cupertino , project schedule, and an estimate of probable construction cost . All plan set submissions shall be on 22" x 34" full size sheets . 4.2 Staff Review: The CITY shall review the 95 % Construction Document package and provide written comments within ten (10) working days of the submission . The CONSULTANT shall meet with City staff to review and discuss the comments and facilitate consensus towards preferred changes and design refinements . CONSULTANT shall p r epare a written meeting summary . 4 .3 Bid Documents : The CONSULTANT shall incorporate the CITY comments from ta sk 4.2 into a Bid Document package and submit it to the CITY . The submission shall include one original set of wet signed drawings and specifications suitable for reproduction, an updated estimate of probable construction costs, and a bid schedule. TASK 4.0 DELIVERABLES 4.1 95 % Plans , Specifications, & Estimate of Probable Construction Cost (five hard cop ies and electronic pdf format) 4 .2 Meeting agenda and summary (electronic pdf format) M cCl ell an Ranch Pr eserv e Comm unit y Garden s Call and er Ass oci at es City of Cup e rtino EXHIBIT A Janu ar y 8, 20 18 Page 4 of 5 ATIACHMENTA EXHIBIT A SCOPE OF SERVICES McClellan Ranch Preserve Community Gardens 4.3 100% Bid Document Package (one original wet signed set suitable for reproduction and electronic pdf format) McClellan Ranch Preserve Community Gardens Callander Associates City of Cupertino END OF EXHIBIT A EXHIBIT A January 8, 2018 Page 5 of 5 ATTACHMENT A EXHIBIT B PERFORMANCE SCHEDULE McClellan Ranch Preserve Community Gardens All work under this Service Order shall be completed by September 30, 2018. The task deliverables identified in Exhibit A, shall be received by City as indicated below: PROJECT DELIVERABLES (BY TASK) TASK 1.0 PRELIMINARY DESIGN 1.1 Draft Conceptual Alternatives 1 .2 Implementation Schedule and Cost Estimates 1.3 Image Board 1.4 Staff Review 1.5 Community Gardener Meeting TASK 2 .0 MASTER PLAN PREPARATION 2 .1 Preferred Conceptual Plan 2 .2 Staff Review 2 .3 Draft Master Plan 2.4 Final Master Plan TASK3 .0 DESIGN DEVELOPMENT 3 .1 Supplemental Topographic Survey 3 .2 Base Information Assembly 3.3 Design Development Plans 3.4 Staff Review TASK4.0 CONSTRUCTION DOCUMENTS 4.1 95% Construction Documents 4 .2 Staff Review 4 .3 Bid Documents END OF EXHIBIT B M cCl el lan Ranch Pr eserve Co mmunity Gard ens Ca ll and e r Ass oci at es City of Cup ertin o EXHIBIT B DELIVERY SCHEDULE Fifteen (15) business days after NTP Fifteen (15) business days after NTP Fifteen (15) business days after NTP Fifteen (15) business days after 1 .1 Five (5) business days after 1.4 Ten (10) business days after 1 .5 Fifteen (15) business days after 2.1 Ten (10) business days after 2 .2 Fifteen (15) business days after P&R Commission Meeting Twenty (20) business days after 2 .3 Five (5) business days after 3.1 Twenty (20) business days after 3.2 Fifteen (15) business days after 3 .3 Twenty (20) business days after 3.4 Fifteen (15) business days after 4 .1 Twenty (20) business days after 4.2 Janu ary 8, 201 8 Page 1 of 1 1) Base Compensation ATTACHMENT A EXHIBIT C COMPENSATION McClellan Ranch Preserve Community Gardens The base compensation for this Service Order is $87 ,000 . Service shall be compensated in accordance with the Master Agreement. 2) Fee Budget Schedule The Fee Budget Schedule for this AGREEMENT shall be as follows . Task Task Description Task Compensation #1 Preliminary Design $12,700 #2 Master Plan Preparation $12,000 #3 Design Development $30,800 #4 Construction Documents $31,500 Base Compensation TOTAL $87,000 Design Professional shall not exceed the specified budget amounts for any Task without prior written authorization from the City . City may approve budget transfer amounts between Tasks listed above provided the base compensation amount is not exceeded. 3) Payment Schedule The Payment Schedule for this Service Order shall be as follows: TASK PERCENT OF TASK COMPENSATION Task #1 -Preliminary Design 1 .1 Draft Conceptual Alternatives 40% 1 .2 Implementation Schedule and Cost Estimates 15% 1.3 Image Board 10% 1.4 Staff Review 15% 1.5 Community Gardener Meeting 20% McClellan Ranch Pre se rve Community Gardens Callander Associates City of Cupertino EXHIBIT C January 8, 2018 Pa ge 1 of 3 ATIACHMENTA EXHIBIT C COMPENSATION McClellan Ranch Preserve Community Gardens TASK 2.0 MASTER PLAN PREPARATION 2 .1 Preferred Conceptual Plan 2 .2 Staff Review 2.3 Draft Master Plan 2.4 Final Master Plan TASK 3.0 DESIGN DEVELOPMENT 3 .1 Supplemental Topographic Survey 3.2 Base Information Assembly 3 .3 Design Development Plans 3.4 Staff Review TASK4 .0 CONSTRUCTION DOCUMENTS 4 .1 95% Construction Documents 4.2 Staff Review 4.3 Bid Documents 20% 10% 40% 20% 30% 10% 55% 5% 60% 5% 35% Design Professional may invoice according to the budget schedule only after City provides written approval for the Task deliverables identified in Item C. 1) Subconsultant Services: Design Professional is directly responsible for any and all Subconsultant services and payments required for the Task deliverables identified in item C. 2) Reimbursable Expenses: In Accordance with the Master Agreement, the Base Compensation is inclusive of all materials and expenses to perform all of the base services of this Service Order. 3) Additional Services: When requested by the City, Additional Services may be authorized and will performed and compensated as prescribed by the Master Agreement. Additional Services budget for this Service Order: $4,000 McClellan Ranch Pre serve Community Gardens Callander Associates City of Cupertino EXHIBIT C January 8, 2018 Page 2 of 3 ATTACHMENT A EXHIBIT C COMPENSATION McClellan Ranch Pre serve Community Gardens 4) Service Order Maximum Compensation: $91,000 McC lell an Ra nch Prese rve Co m mun ity Garde ns Ca ll a nde r Assoc iat es City o f Cu perti no END OF EXHIBIT C EXHIBIT C Janu ary 8, 2018 Page 3 o f 3 CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER N0.2- MASTER AGREEMENT NO.: 2018-3 MA Date: November 28, 2017 MA Maximum Compensation: $175,000.00 MA Term: NTP: Nov. 28, 2017 MA END DA TE: Dec. 31, 2019 Consultant: Name : Callander Associates Landscape Architecture, Inc. Address: 1633 Bayshore, Suite 133, Burlingame, CA 94010 Contact: A. Mark Slichter Phone: 650-375-1313 Project Description: Project Name: McClellan Ranch Trash Enclosure (through Design Development Phase) 0Description: (simple project description if appropriate) pv ")t;t'l,Lf~~ ~J:!-?&( ~ ~3 0Attachment A : Includes Des cription of Project, Scope of Serv ice, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Proj e ct Manager: Alex Acenas Fiscal/Budget Amount Master Agreement Maximum Compensation: $175,000.00 Total Previously Encumbered to Date: $91 ,000.00 ------ Encumbrance this Service Order: $25,000.00 ------ Total Liquidated Encumbrance: $0.00 ------ Master Agreement Unencumbered Balance: $59,000.00 Account No.: 420-99-003-900-905-MRP 004-02-02 Project Manager: Alex Acenas Date: 01/11/2018 APPROVALS _C_o_n_s_u_lt_an_t_: --""<'--~-,.:_-#----==--'---)-' ~ _D_a_t_e:_~\ _. _\_L-._•_\_e ______ _ ti ({pit'(; CIP Manager: Date: r 1 Appropria tion Ce rtifi ca ti o : I he re by ce rtify tha t a n unex p e nd ed a ppro pri a tion is a v a ilabl e in th e a b ove fund for the a bove contract as es tim a te d an d th a t fund are ava il a bl e as of thi s date of s igna ture . City Finance: ~,Ju.., /J..,v.JJ'. /-- anagem ent An a lys t City of Cupe rtino Mas ter Ag ree ment Date: Page 1 of 1 Service Or d er No J- ATIACHMENT A EXHIBIT A SCOPE OF SERVICES McClellan Community Gardens Trash Enclosure The CONSULTANT shall perform professional services as detailed in the follow i ng sections to prepare a design development draw i ngs for a trash enclosure building at the McClellan Ranch Community Garden s. SECTION 1.0 GENERAL 1.1 Project Description: The CONSULTANT shall work with the City to define the size, appearance, cost, access requirements, and other aspects of a new trash enclosure building for the McClellan Ranch Preserve Community Gardens in Cupertino . The building will be designed in accordance with the City's standard trash enclosure guidelines . Services will be coordinated with the community garden master plan, to be prepared under a separate service order. Sub sequent efforts (not part of this contract) would include preparation of construction documents to allow for implementation of the trash enclosure building . 1.2 The CONSULTANT shall provide se rvic es required to complete the tasks identified i n the Scope of Services . The performance of services by CONSULTANT shall be to the satisfaction of the CITY, according to the project scope of service s and the standard of care provisions contained in this AGREEMENT. 1.3 The CITY 's Department of Public Works shall manage the PROJECT and this AGREEMENT . The CONSULTANT shall receive project d i rection only from the CITY's Director of Public Works or their authorized designee (hereinafter collectively "CITY"). The CITY shall resolve conflicting direction from other groups, departments or agencies . 1.4 Deliverables identified in each Task prov ide the basis for fee compensation . Any deficiencies in the minimum work items identified shall cause the CITY to reject the entire submission, require the CONSULTANT to make appropriate corrections, and resubmit, at no cost to the CITY . Earned value for submissions according to EXHIBIT C, Compensation Schedule shall not be considered until the Task Deliverables are accepted by the CITY. SECTION 2.0. SCOPE OF SERVICES TASK 1.0 DESIGN DEVELOPMENT 1.1 Design and Submittal Review Criteria : The CONSULTANT shall coordinate with a representative from the design review board to request a sample design review submittal plan set and to confirm submittal requirements, includ i ng plan sheet size restrictions, number of plan set copies , level of design detail (for items like signage), architectural review expectations , and related elements . CONSULTANT shall prepare a written memo summarizing findings . Task excludes accessibility analys is for provi sion of an acces sible dumpster (accessibility will focu s on McC le ll an Commun ity Gar dens Tr ash En cl os u re Ca ll and er Ass o ciat es City o f Cupe rtino EXHIBIT A Janu ary 5, 20 18 Page 1 of 3 ATTACHMENT A EXHIBIT A SCOPE OF SERVICES McClellan Community Gardens Trash Enclosure providing an accessible path of travel to enter and exit the trash enclosure building (ie . path of travel, gate opening width and door hardware). 1.2 Recology Meeting: The CONSULTANT shall meet with Recology staff to review and discuss the existing truck access route, bin handling restrictions, and other refuse management considerations . CONSULTANT shall facilitate consensus towards a preferred refuse management approach, including confirmation of bin size, trash enclosure building orientation, building layout and clearance, and truck access route adjustments. CONSULTANT shall prepare a written meeting summary. 1.3 Site Plan : Utilizing the November 2005 topographic survey provided by the City, CONSULTANT shall coordinate with a civil engineer and prepare a site plan showing the garbage truck access route from McClellan Road through the park to the proposed trash enclosure location. Site plan shall be prepared at 1" = 60' scale, shall illustrate turning radii as needed, and shall be color rendered for presentation purposes . Task excludes analysis of the load bearing capacity of the ex isting route of travel to the trash enclosure. 1.4 Image Board: CONSULTANT shall coordinate with a pre-fabricated building vendor, who shall develop the building floor plan and elevation drawings for the trash enclosure building. Task assumes the building will be constructed primarily of CMU block, metal, and/or precast concrete members; design of a predominantly wood structure is excluded . The CONSULTANT shall prepare an image board to illustrate the proposed building floor plan , elevations, finishes, materials, and colors. 1.5 Cost Estimate: The CONSULTANT shall prepare an estimate of probable construction costs for the trash enclosure building . 1.6 Staff Review : The CONSULTANT shall meet with City staff to review and discuss the above materials. CONSULTANT shall collaborate with City staff in the identification of any changes to be incorporated into the deliverables and prepare a written meeting summary. 1.7 Design Review Board Materials: The CONSULTANT shall revise the documents prepared under tasks 1.3 through 1.5 to incorporate City comments and prepare a Powerpoint slideshow for staff to present to the City Design Review Board. 1.8 Staff Review: The CONSULTANT shall meet with City staff to review and discuss the design review board comments. CONSULTANT shall facilitate consensus towards preferred changes and design refinements. CONSULTANT shall also review with City proposed scope of work for the trash enclosure construction documentation, bidding, and construction support phases and confirm the need for any additional disciplines (such as architectural, geotechnical or structural engineering). CONSULTANT shall prepare a written meeting summary. McClellan Community Gardens Tra sh Enclosure Ca ll ander Associates City of Cupertino EXHIBIT A January S, 2018 Page 2 of 3 ATIACHMENTA EXHIBIT A SCOPE OF SERVICES McClellan Community Gardens Trash Enclosure TASK 1.0 DELIVERABLES: 1.1 Memo (electronic pdf format) 1.2 Meeting summary (electronic pdf format) 1.3 Site plan (hard copy and electronic pdf format) 1.4 Image board (hard copy and electronic pdf format) 1.5 Cost estimate (hard copy and electronic pdf format) 1.6 Meeting summary (electronic pdf format) 1.7 Powerpoint presentation (electronic pdf format) 1.8 Meeting summary (electronic pdf format) McClellan Community Gardens Trash Enclo sure Callander Associates City of Cupertino END OF EXHIBIT A EXHIBIT A Ja nu ary 5, 2018 Page 3 of 3 ATIACHMENTA EXHIBIT B PERFORMANCE SCHEDULE McClellan Community Gardens Trash Enclosure All work under this Service Order sha ll be completed by June 30, 2018 . The task deliverables identified in Exhibit A, shall be received by City as indicated below: PROJECT DELIVERABLES (BY TASK) TASK 1.0 DESIGN DEVELOPMENT 1.1 Design and Submittal Review Criteria 1.2 Recology Meeting 1.3 Site Plan 1.4 Image Board 1.5 Cost Estimate 1.6 Staff Review 1. 7 Design Review Board Materials 1.8 Staff Review END OF EXHIBIT B McClellan Community Gardens Trash Enclosure Ca lland er Associates City of Cupertino EXHIBIT B DELIVERY SCHEDULE Ten (10} business days after NTP Ten (10) business days after NTP Twenty (20} business days after 1.1 Twenty (20) business days after 1.1 Twenty (20) business days after 1 .1 Fifteen (15) business days after 1.4 Twenty (20) business days after 1.5 Five (5) business days after 1.6 Janu ary 5, 2018 Page 1 of 1 1) Base Compensation ATIACHMENTA EXHIBIT C COMPENSATION McClellan Community Gardens Trash Enclosure The base compensation for this Service Order is $20,000. Service shall be compensated in accordance with the Master Agreement. 2) Fee Budget Schedule The Fee Budget Schedule for this AGREEMENT shall be as follows. Task #1 Task Description Design Development Base Compensation TOTAL Task Compensation $20,000 $20,000 Design Professional shall not exceed the specified budget amounts for any Task without prior written authorization from the City. City may approve budget transfer amounts between Tasks listed above provided the base compensation amount is not exceeded. 3) Payment Schedule The Payment Schedule for this Service Order shall be as follows : TASK Task #1 -Design Development 1.1 Design and Submittal Review Criteria 1.2 Recology Meeting 1.3 Site Plan 1.4 Image Board 1.5 Cost Estimate 1.6 Staff Review 1.7 Design Review Board Materials 1.8 Staff Review PERCENT OF TASK COMPENSATION 5% 5% 35% 25% 5% 5% 15% 5% Design Professional may invoice according to the budget schedule only after City provides written approval for the Task deliverables identified in Item C. McClellan Community Gardens Tras h Enclo sure Callander Associates City of Cupertino EXHIBIT C January 5, 2018 Page 1 of 2 1) Subconsultant services: ATIACHMENTA EXHIBIT C COMPENSATION McClellan Community Gardens Trash Enclosure Design Professional is directly responsible for any and all Subconsultant services and payments required for the Ta sk deliverables identified in item C. 2) Reimbursable Expenses: In Accordance with the Master Agreement, the Base Compensation is inclusive of all materials and expenses to perform all of the base services of this Service Order. 3) Additional Services: When requested by the City, Additional Services may be authori zed and will performed and compensated as prescribed by the Master Agreement. Additional Services budget for this Service Order: $5,000 4) Service Order Maximum Compensation: $25,000 McC lell an Com munity Garden s Tras h Encl os ure Ca ll ande r Ass ociates City of Cup e rtin o END OF EXHIBIT C EXHIBIT C January 5, 20 18 Pag e 2 o f 2 CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO./e,. MASTER AGREEMENT NO.: 2018-3 MA Date: November 28, 2017 MA Maximum Compensation: $175,000 .00 MA Term: NTP: Nov. 28, 2017 MA END DATE: Dec. 31, 2019 Consultant: Name: CalJander Associates Landscape Architecture, Inc. Address: 1633 Bayshore, Suite 133, Burlingame, CA 94010 Contact: A Mark Slichter Phone: 650-375-1313 Project Description: Project Name: McClellan Ranch Trc1sh Enclosure (through Design Development Phase) 0Description: (simple project description if appropriate) [ZJ Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance rn,d Compensation City Project Management Managing Department: Public Works Proj ect Manager: Alex Acenas Fiscal/Budget Amount Master Agreement Maximum Compensation: $175,000.0 0 Total Previously Encumbered to Date: $9 1,000.00 Encumbrance this Service Order: __ $_2_5-,0-0-0-.0-0-@ Total Liquidated Encumbrance: $0.00 ------ Master Agreement Unencumbered Balance: $59,000.00 Account No.: 420-99 -003-900-905-MRP 004-02-02 Project Manager: A lex Acenas Date: 01/11/2018 APPROVALS Yr--Date: \ , \L .• \e, ------=-.>,,,-.L.../1,~~-#---=1==-~L----------'=''I ---~-~--------- Consultant: 2-/,g ftp, I I CIP Manager: Date: Appropriation Certification: J 1ereby certify that an unexpended appropri n tion is <1vai lc1bl e in the above fund for the above contract as es tima ted and ti-rat fund a rc available as of this date of signature. City Finance: City of C upe rtino /Vl;i s ter Agreement M;ina UP/)P Date: P;ige 1 oi 1 Service Order No .I CITY OF CUPERTINO MASTER AGREEMENT CONSU L TANT SERV I CES SERVICE ORDER NO. 3 MASTER AGREEMENT NO.: 2018-3 M A Date: November 28, 2017 MA Maximum Compensation: S175,000.00 MA Term: NTP: Nov. 28, 2017 MA END DATE: Dec. 31, 2019 Consultant: Name: Callander Associates Landscape Architecture, Inc . Add ress : 12150Tribu tary Point Drive, Sui te 14 0, Go ld River, CA 95670 Con ta ct: A. Mark Slichter Phone: 650-375-1313 Project Description: Project Name: McClellan Ranch Community Garden Improvements (Bidding through Construction Administ ration Phase) 0Description: (simple project description if a ppro p riate) [[]Attachment A: Includes Desc r iption of Pr oject, Scope of Service, Schedule of Per formance and Compensation City Project Management Managing Department: Pub lic Works P roject Manager: Alex Acenas Fiscal/Budge t Amount Master Agreement Maximum Compensa t ion: $175,000.00 Total Previously Encumbered to Date: $116,000.00 Encumbrance this Service Order: $13,700.00 ------Total Liquidated Encumbrance: $0.00 ------ $45,300.00 P roject Manager: Alex Acenas Date: 07/0 1/2018 APPROVALS Consultant: C IP Manager: hereby certify that an unex pended appropriation is availa b le in the above fund for the above contract as l'. litnillcd and that fund arc available as of this d a te of s ig nature . City Finance: City of C upert ino Master Agreement .., Date: 1 -l ~ -l ~ P.1gelufl ~ ~-~·(l Serl'icc Order Nu. 3 ATIACHMENTA EXHIBIT A SCOPE OF SERVICES Community Gardens Bidding and Construction Support Services The CONSULTANT shall perform professional services as detailed in the following sections to provide bidding and construction support for the McClellan Ranch Preserve Community Gardens. SECTION 1.0 GENERAL 1.1 Project Description: The construction documentation for the McClellan Ranch Preserve Community Gardens in Cupertino has been prepared under a prior service order. Services under this service order include providing bidding and construction support services on an as- requested basis. Services would be complementary to that provided by the City's construction manager. 1.2 The CONSULTANT shall provide services required to complete the tasks identified in the Scope of Services . The performance of services by CONSULTANT shall be to the satisfaction of the CITY, according to the project scope of services and the standard of care provisions contained in this AGREEMENT . 1.3 The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. The CONSULTANT shall receive project direction only from the CITY's Director of Public Works or their authorized designee (hereinafter collectively "CITY"). The CITY shall resolve conflicting direction from other groups, departments or agencies . 1.4 Del iverables identified in each Task prov ide the basis for fee compensation . Any deficiencies in the minimum work items identified shall cause the CITY to reject the entire submission, require the CONSULTANT to make appropriate corrections, and resubmit, at no cost to the CITY. Earned value for submissions according to EXHIBIT C, Compensation Schedule shall not be considered until the Task Deliverables are accepted by the CITY. SECTION 2.0. SCOPE OF SERVICES TASK 1.0 BIDDING AND AWARD SERVICES 1.1 Answer Bidder Questions : The CONSULTANT shall assist the City during the construction contract bid and award process by reviewing bidder questions relative to the plans and technical specifications and suggesting answers to the questions. 1.2 Prepare Addenda: The CONSULTANT shall assist the City in preparing bid addenda where clarification of the plans and technical specifications is necessary . Community Gardens Bidding and Construction Support Services Callander Associates City of Cupertino EXHIBIT A June 12 , 2018 Page 1 of 2 ATTACHMENT A EXHIBIT A SCOPE OF SERVICES Community Gardens Bidding and Construction Support Services 1.3 Pre-bid Conference: The CONSULTANT shall attend a pre-bid conference and give a description of the work involved. TASK 1.0 DELIVERABLES: 1.1 Responses to bidder inquiries (electronic e-mailed response as required) 1.2 Addenda (as required, electronic pdf format) 1.3 Meeting summary (electronic pdf format) TASK 2.0 CONSTRUCTION SERVICES The tasks below are a suggested list of services to be provided on an as-requested basis, and there is no commitment, expressed or implied, that CONSULTANT shall provide all of these services . Actual services will likely vary from the listed tasks. How our time is expended is fluid to accommodate the City's needs ; however, the total budget shown in Exhibit C is the limit of our contractual obligation. The provision of these services is contingent on the funding available. Funding would allow for approximately 55 to 65 hours of services, dependent upon actual staff utilization. 2.1 Submittal Review : Assist the City in reviewing contractor submittals for conformance with the project plans and specifications and evaluating any proposed substitutions by providing a written response to the City. 2.2 RFI Responses: Assist the City in answering contractor requests for information (RFI) that concern the project plans and specifications by providing a written response and submitting to the City . 2.3 Substantial Completion: Attend substantial completion walk -through with contractor and prepare a written punch list of deficient items to be corrected. 2.4 Record Drawing Set : Provide project AS BUILT project record drawing in AutoCAD from the Contractor's redlined project AS BUil T field drawing set. TASK 6.0 DELIVERABLES: 2.1 Submittal review summaries (electronic pdf format) 2.2 Request for information responses (as required, electronic pdf format) 2.3 Punch list (electronic pdf format) 2.4 As-built project record drawing set (electronic pdf format) Community Ga r dens Bidding and Construction Support Services Callander Associates City of Cupertino END OF EXHIBIT A EXHIBIT A June 12, 2018 Page 2 of 2 ATTACHMENT A EXHIBIT B PERFORMANCE SCHEDULE Community Gardens Bidding and Construction Support Services All work under this Service Order shall be completed by May 30, 2019. The task deliverables identified in Exhibit A, shall be received by City as indicated below: PROJECT DEUVERABLES (BY TASK) DELIVERY SCHEDULE TASK 1.0 BIDDING AND AWARD SERVICES 1.1 Answer Bidder Questions 1.2 Prepare Addenda 1.3 Pre -bid Conference TASK2 .0 CONSTRUCTION SERVICES 2.1 Submittal Review 2.2 RFI Responses 2.3 Substantial Completion 2.4 Record Drawing Set Commun ity Garden s Bidding and Construc t ion Support Services Callander Associates City of Cupertino Two (2) business days after receipt of question Five (5) business days before bid opening Five (5) business days after bid advertisement Five (5) business days after receipt of submittal Five (5) business days after receipt of question Five (5) business days after site walk Fifteen (15) business days after receipt of contractor redlined set END OF EXHIBIT B EXHIBIT B Jun e 12, 2018 Page 1 of 1 ATTACHMENT A EXHIBIT C COMPENSATION Community Gardens Bidding and Construction Support Services 1) Base Compensation The base compensation for this Service Order is $13,700. Service shall be compensated in accordance with the Master Agreement. 2) Fee Budget Schedule The Fee Budget Schedule for this AGREEMENT shall be as follows. #1 #2 Task Description Bidding and Award Services Construction Services Base Compensation TOTAL Task Compensation $3,000 $10,700 $13,700 Design Professional shall not exceed the specified budget amounts for any Task without prior written authorization from the City. City may approve budget transfer amounts between Tasks listed above provided the base compensation amount is not exceeded . 3) Payment Schedule The Payment Schedule for this Service Order shall be as follows : TASK TASK 1.0 BIDDING AND AWARD SERVICES 1.1 Answer Bidder Questions 1.2 Prepare Addenda 1.3 Pre-bid Conference TASK 2.0 CONSTRUCTION SERVICES 2.1 Submittal Review Community Gardens Bidding and Construction Support Services Callander Associates City of Cupertino EXHIBIT C PERCENT OF TASK COMPENSATION 40% 35% 25% 40% June 12 , 2018 Page 1 of 2 ATTACHMENT A EXHIBIT C COMPENSATION Community Gardens Bidding and Construction Support Services 2.2 RFI Responses 2.3 Substantial Completion 2.4 Record Drawing Set 15% 30% 15% Design Professional may invoice according to the budget schedule only after City provides written approval for the Task deliverables identified in Item C. 1) Subconsultant Services: Design Professional is directly responsible for any and all Subconsultant services and payments required for the Task deliverables identified in item C. 2) Reimbursable Expenses: In Accordance with the Master Agreement, the Base Compensation is inclusive of all materials and expenses to perform all of the base services of this Service Order. 3) Additional Services: When requested by the City, Additional Services may be authorized and will performed and compensated as prescribed by the Master Agreement. Additional Services budget for this Service Order :~ 4) Service Order Maximum Compensation: $13,700 Community Gardens Bidding and Construction Support Services Callander Associates City of Cupertino END OF EXHIBIT C EXHIBITC June 12, 2018 Page 2 of 2 CITY OF CUPERTI NO MASTER AGREEMENT CONSUL TANT SERVICES SERVICE ORDER NO. 4 MASTER AGREEME NT NO.: 2018-3 MA Date: November 28, 2017 MA Maximum Compensation: $175,000.00 MA Term: NTP: Nov. 28, 2017 MA END DA TE: Dec. 31, 2019 Consultant: N ame: Ca ll ander Associates Landscape Architecture, Jnc. Address: 12150 Tributary Point Drive, Suite 140, Gold River, CA 95670 Contact: A. Mark Stich ter Phone: 650-375-131 3 Project Descripti on: Pro ject Name: McClellan Ranch Trash Enclosure (through Construction Administration Phase) Ooescription: (simple project descrip tion if appropriate) [R]Attachment A: Includes Description of Project, Scope of Service, Schedule o f Performance and Compensa tion City Project Management Managing Department: Pub lic Works Project Manager: Alex Acenas Fiscal/Budget Amount fg U(q -l t1c Master Agreement Maximum Compensation: $175,000.00 Total Previously Encumbered to Date: $129,700.00 Encumbrance this Service Order: $28,100.00 ------Total Liquidated Encumbrance: $0.00 ------ Master Agreement Unencumbered Balance: $17,200.00 Account No.: 420-99-003-900-905-MRP -888 -02-02 Project Manager: Alex Acenas Date: 07/01/2018 APPROVA LS Consultan t: Date: CIP Manager: Date: Appro p riation Certification: I ereby certify that an unexpended appropriation is available in the above fund for the above contract ,is esti iated and that!tmd are available as o f this date of signature. City Finance: City of Cupertino :-..,la s ter Agree me nt Date: ATTACHMENT A EXHIBIT A SCOPE OF SERVICES McClellan Trash Screen CDs, Bidding, and Construction Support Services The CONSULTANT shall perform professional services as detailed in the following sections and prepare construction documents and provide bidding and construction support services for a debris box pad, expanded paved area to allow for improved garbage truck maneuvering, and visual screen with gate at the McClellan Ranch Preserve Community Gardens. SECTION 1.0 GENERAL 1.1 Project Description: The CONSULTANT shall prepare construction documents and provide bidding and construction support services for the following elements: 1) a solid wood fence with a double swing gate to visually screen the two debris boxes at McClellan Ranch Preserve Community Gardens in Cupertino, 2) a new pad to allow for relocation of the debris boxes, and 3) an expanded paved area. The debris box relocation and expanded paved area will be designed to minimize the distance the trucks must back up in order to access the debris boxes, but will not be designed to meet truck turning requirements stipulated in the City's standard trash enclosure guidelines, due to the spatial constraints posed by the adjacent existing buildings and community gardens. Services will involve revising the community gardens construction documents (currently being prepared under a separate service order) and refining the conceptual debris bin pad and paved area layout (also prepared under a separate service order), to incorporate the new pad, expanded paved area, and screening fence . Preparation of stand -alone construction documents for these items is excluded . 1.2 The CONSULTANT shall provide services required to complete the tasks identified in the Scope of Services . The performance of services by CONSULTANT shall be to the satisfaction of the CITY, according to the project scope of services and the standard of care provisions contained in this AGREEMENT. 1.3 The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. The CONSULTANT shall receive project direction only from the CITY's Director of Public Works or their authorized designee (hereinafter collectively "CITY"). The CITY shall resolve conflicting direction from other groups, departments or agencies. 1.4 Deliverables identified in each Task provide the basis for fee compensation. Any deficiencies in the minimum work items identified shall cause the CITY to reject the entire submission, require the CONSULTANTto make appropriate corrections, and resubmit, at no cost to the CITY. Earned value for submissions according to EXHIBIT C, Compensation Schedule shall not be considered until the Task Deliverables are accepted by the CITY. McClellan Tra sh Screen CD s, Bidding , and Construction Suppo rt Services Callander Associates City of Cupertino EXHIBI T A June 12, 2018 Page 1 of 3 ATTACHMENT A EXHIBIT A SCOPE OF SERVICES McClellan Trash Screen CDs, Bidding, and Construction Support Services SECTION 2.0. SCOPE OF SERVICES TASK 1.0 CONSTRUCTION DOCUMENTS 1.1 95% Construction Documents and Bid Documents: The CONSULTANT shall revise the 95% Construction Document package for the McClellan Community Gardens (prepared under a separate service order) and incorporate the wood fence, debris bin pad, and expanded paved area. Documents to be revised include construction drawings, technical specifications, and an estimate of probable construction cost. All plan set submissions shall be on 22" x 34" full size sheets. The CONSULTANT shall incorporate the CITY and Recology comments from tasks 1.2 and 1.3 and prepare a Bid Document package, to be similarly incorporated into the McClellan Community Gardens Bid Document package. Task excludes analysis of the load bearing capacity of the existing route of travel to the trash enclosure. Task also excludes structural engineering design. The wood fence and gate shall be conceptually shown in the construction documents, with engineered drawings prepared by the Contractor as a deferred submittal. 1.2 Staff Review: The CITY shall review the 95% Construction Document package and provide written comments within ten (10) working days of the submission. The CONSULTANT shall meet with City staff to review and discuss the comments and facilitate consensus towards preferred changes and design refinements. CONSULTANT shall prepare a written meeting summary. 1.3 Recology Meeting: The CONSULTANT shall meet with Recology staff to review and discuss the 95% construction document items related to the debris boxes . CONSUL TANT shall facilitate consensus towards preferred design refinements . CONSULTANT shall prepare a written meeting summary. TASK 1.0 DELIVERABLES: 1.1 95% Plans, Specifications, & Estimate of Probable Construction Cost (five hard copies and electronic pdf format) Bid Documents (one original wet signed set suitable for reproduction and electronic pdf format) 1.2 Meeting agenda and summary (electronic pdf format) 1.3 Meeting agenda and summary (electronic pdf format TASK 2.0 BIDDING AND AWARD SERVICES 2.1 Answer Bidder Questions: The CONSULTANT shall assist the City during the construction contract bid and award process by reviewing bidder questions relative to the plans and technical specifications and suggesting answers to the questions. 2.2 Prepare Addenda: The CONSULTANT shall assist the City in preparing bid addenda where clarification of the plans and technical specifications is necessary. 2.3 Pre-bid Conference: Excluded (provided under a separate service order). McClellan Trash Screen CDs, Bidding, and Construction Support Services Callander Associates City of Cupertino EXHIBIT A June 12, 2018 Page 2 of 3 ATTACHMENT A EXHIBIT A SCOPE OF SERVICES McClellan Trash Screen CDs, Bidding, and Construction Support Services TASK 2.0 DELIVERABLES: 2.1 Responses to bidder inquiries (electronic e-mailed response as required) 2.2 Addenda (as required, electronic pdf format) TASK 3.0 CONSTRUCTION SERVICES The tasks below are a suggested list of services to be provided on an as-requested basis, and there is no commitment, expressed or implied, that CONSUL TANT shall provide all of these services. Actual services will likely vary from the listed tasks. How our time is expended is fluid to accommodate your needs; however, the total budget shown in Exhibit C is the limit of our contractual obligation. The provision of these services is contingent on the funding available. Funding would allow for approximately 55 to 65 hours of services, dependent upon actual staff utilization. Funding would allow for approximately 15 to 20 hours of services, dependent upon actual staff utilization . 3.1 Submittal Review: Assist the City in reviewing contractor submittals for conformance with the project plans and specifications and evaluating any proposed substitutions by providing a written response to the City. 3.2 RFI Responses: Assist the City in answering contractor requests for information (RFI) that concern the project plans and specifications by providing a written response and submitting to the City . 3.3 Record Drawing Set: Provide project AS BUILT project record dr awing in AutoCAD from the Contractor's redlined project AS BUil T field drawing set. 3.4 Substantial Completion : Excluded (provided under a separate service order). TASK 3.0 DELIVERABLES: 3.1 Submittal review summaries (electronic pdf format) 3.2 Request for information responses (as required, electronic pdf format) 3.3 As -built project record drawing set (electronic pdf format) McClellan Tra sh Screen CDs , Bidding, and Construction Support Services Callander Associates City of Cupertino END OF EXHIBIT A EXHIBIT A June 12, 2018 Page 3 of 3 ATTACHMENT A EXHIBIT B PERFORMANCE SCHEDULE McClellan Trash Screen CDs, Bidding, and Construction Support Services All work under this Service Order shall be completed by May 30, 2019. The task deliverables identified in Exhibit A, shall be received by City as indicated below: PROJECT PELIYEBABLES (BY TASK) TASK 1.0 CONSTRUCTION DOCUMENTS 1.1 95% Construction Documents 1.2 Staff Review 1.3 Recology Meeting 1.1 Bid Documents TASK 2.0 BIDDING AND AWARD SERVICES 2.1 Answer Bidder Questions 2.2 Prepare Addenda TASK 3.0 CONSTRUCTION SERVICES 3.1 Submittal Review 3 .2 RFI Responses 3.3 Record Drawing Set DELIVERY SCHEDULE Ten (10) business days after NTP Ten (10) business days after 1.1 Ten (10) business days after 1.1 Fifteen (15) business days after 1.2 Two (2) business days after receipt of question Five (5) business days before bid opening Five (5) business days after receipt of submittal Five (5) business days after receipt of question Fifteen (15) business days after receipt of contractor redlined set END OF EXHIBIT B McClellan Trash Screen CDs, Bidding, and Construction Support Services Callander Associates City of Cupertino EXHIBIT B June 12, 2018 Page 1 of 1 ATTACHMENT A EXHIBIT C COMPENSATION McClellan Trash Screen CDs, Bidding, and Construction Support Services 1) Base Compensation The base compensation for this Service Order is $28,100. Service shall be compensated in accordance with the Master Agreement. 2) Fee Budget Schedule The Fee Budget Schedule for this AGREEMENT shall be as follows. Callander Associates is denoted as CA. Underwood & Rosenblum is denoted as U&R. Task Task Description Task Compensation #1 Construction Documents -CA $15,500 Construction Documents -U&R $5,000 #2 Bidding and Award Services -CA $1,800 Bidding and Award Services -U&R $0 #3 Construction Services -CA $3,800 Construction Services -U&R $2,000 Base Compensation TOTAL $28,100 Design Professional shall not exceed the specified budget amounts for any Task without prior written authorization from the City. City may approve budget transfer amounts between Tasks listed above provided the base compensation amount is not exceeded. 3) Payment Schedule The Payment Schedule for this Service Order shall be as follows : TASK 1.0 CONSTRUCTION DOCUMENTS 1.1 95% Construction Documents 1.2 Staff Review McClellan Trash Screen CDs , Bidding, and Construction Support Services Callander Associates City of Cupertino EXHIBI T C PERCENT OF TASK COMPENSATION 55% 5% June 12, 2018 Page 1 of 2 ATTACHMENT A EXHIBIT C COMPENSATION McClellan Trash Screen CDs, Bidding, and Construction Support Services 1.3 Recology Meeting 1.1 Bid Documents TASK 2.0 BIDDING AND AWARD SUPPORT 2.1 Answer Bidder Questions 2.2 Prepare Addenda TASK3.0 CONSTRUCTION SUPPORT 3.1 Submittal Review 3.2 RFI Responses 3.3 Record Drawing Set 5% 35% 55% 45% 50% 25% 25% Design Professional may invoice according to the budget schedule only after City provides written approval for the Task deliverables identified i n Item C. 1) Subconsultant services: Design Professional is directly responsible for any and all Subconsultant services and payments required for the Task deliverables identified in item C. 2) Reimbursable Expenses: In Accordance with the Master Agreement, the Base Compensation is inclusive of all materials and expenses to perform all of the base services of this Service Order. 3) Additional Services: When requested by the City, Additional Services may be authorized and will performed and compensated as prescribed by the Master Agreement. Additional Services budget for this Service Order: ~ 4) Service Order Maximum Compensation: $28,100 McClellan Trash Screen CDs , Bidding, and Construction Support Services Callander Associates City of Cupertino END OF EXHIBIT C EXHIBIT C June 12, 2018 Page 2 of 2 CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. 5 MASTER AGREEMENT NO.: 2018-3 MA Date: November 28, 2017 MA Maximum Compensation: $175,000.00 MA Term: NTP: Nov. 28, 2017 MA END DATE: Dec. 31, 2019 Consultant: Name: Callander Associates Landscape Architecture, Inc. Address: 1633 Bayshore, Suite 133, Burlingame, CA 94010 Con tact: A. Mark Slich ter Phone: 650-375-1313 Project Description: Project Name: Memorial Park Amphitheater Conceptual Design 0Description: (simple project description if appropriate) []]Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: Alex Acenas Fiscal/Budget Amount Master Agreement Maximum Compensation: $175,000.00 Total Previously Encumbered to Date: $157,800.00 Encumbrance this Service Order: $13,000.00 ------ Total Liquidated Encumbrance: $0.00 ------ Master Agreement Unencumbered Balance: $4,200.00 Account No.: 420-99-047-900-905~P-MEM-0~"'62· Project Manager: Alex Acenas Date : July 27, 2018 APPROVALS Consultant: g {p'-,__, .. 1 ~ _Da_te_: _7-+/_'2-.:_,_7 -+-/_J 8 __ _ J//~m -Date : G 7/1~ CIP Manager: I ~~~___;_____;;..._~~~~~- Appropriation Certification: I hereby certify that an unex pended appropriation is available in the above fund for th e above contract as estimated and that fund are available as of this date of signature. City Finance: r {LIAJ./\:!:: 7 ~nent Analyst City of Cupertino Master Agreement Date : Page 1 of 1 Service Order No.1 AITACHMENTA EXHIBIT A SCOPE OF SERVICES Memorial Park Amphitheater Interim Improvements The CONSULTANT shall perform professional services as detailed in the following sections to prepare a schematic plan, visual simulation and order of magnitude cost estimate for interim improvements to the Memorial Park amphitheater. SECTION 1.0 GENERAL 1.1 Project Description: The CONSULTANT shall complete a schematic plan showing interim improvements to the Memorial park amphitheater. The improvements are ranked according to priority. High priority improvements include rerouting the existing walk to not pass through the space between the stage and the amphitheater seating, filling the canal in front of the stage, incorporating accessible seating, adding shade and removing any dead trees. Lower priority improvements include rebuilding the seating, raising the stage and providing an electrical outlet at the top of the hill. An order of magnitude cost estimate will be prepared with project costs sorted by priority. The target submittal date for final submittal of the plan and estimate is no later than 8/13 in order for incorporation into Council packets for the 8/21 meeting. A visual simulation will be prepared and can be furnished after 8/13 but no later than 8/21 as the intent is that this image will be shared with Council. The improvements are intended to be interim in nature as the expectation is that the design of final improvements for this area will be dictated through the Master Planning process . Given that these improvements may be demolished in only a few years, a goal of the project is to keep the investment to the minimum necessary to achieve the program objectives. 1.2 The CONSULTANT shall provide services required to complete the tasks identified in the Scope of Services. The performance of services by CONSULTANT shall be to the satisfaction of the CITY, according to the project scope of services and the standard of care provisions contained in this AGREEMENT. 1.3 The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. The CONSULTANT shall receive project direction only from the CITY's Director of Public Works or their authorized designee (hereinafter collectively "CITY"). The CITY shall resolve conflicting direction from other groups, departments or agencies. 1.4 Deliverables identified in each Task provide the basis for fee compensation . Any deficiencies in the minimum work items identified shall cause the CITY to reject the entire submission, require the CONSULTANT to make appropriate corrections, and resubmit, at no additional cost to the CITY . Earned value for submissions according to EXHIBIT C, Compensation Schedule shall not be considered until the Task Deliverables are accepted by the CITY . SECTION 2.0. SCOPE OF SERVICES TASK 1.0 SCHEMATIC DESIGN Memorial Park Amphitheater Interim Improvements EXHIBIT A Callander Associates City of Cupertino July 25, 2018 Page 1 of 3 ATIACHMENTA EXHIBIT A SCOPE OF SERVICES Memorial Park Amphitheater Interim Improvements 1.1 Base Sheet Preparation: Using the record documents, aerial photos, or a combination of these files, the CONSULTANT shall prepare a base sheet for purposes of showing the improvements . . Base sheet and all subsequent plan view drawings to be prepared at a scale of 1" = 10'. 1.2 Site Investigation: With the base sheet in hand, the CONSULTANT shall visit the site to document existing conditions that may affect design. Make plan notations for studio use and photo document site. Perform an inventory of the existing redwood trees behind the stage, taking care to note size, location and condition. 1.3 Draft Concept Sketch: The CONSULTANT shall prepare a trace level concept sketch for purposes of conveying initial design ideas. This document shall be overlaid on the base, photographed and e-mailed to the client for review and discussion. A teleconference shall be held with the City during which the sketch shall be discussed and any suggested changes in the concept discussed . 1.4 Draft Concept Plan Preparation: Based on the items discussed in the review of the draft sketch, the CONSULTANT shall prepare a draft final concept plan. The plan shall show all of the elements as noted in the project description with labels describing the improvements and the priority rating of each. 1.5 Cost Estimate: The CONSULTANT shall prepare an order of magnitude estimate of probable construction costs. The estimate shall include a detailed listing of the various items of work, including unit process and quantities and pricing shall be based on current cost data as accumulated by the consultant for like items of work. Costs shall be sorted by priority with totals given for low priority, high priority and combined costs. 1.6 Plan Review: The CONSULTANT shall send the plan and the estimate to the City and participate in a teleconference to review the documents and identify any revisions before final plans are submitted. 1.7 Final Plan and Estimate: CONSULTANT shall make revisions to the concept plan and estimate per the items discussed in the teleconference with the City. The final plan shall be color rendered to enhance legibility. The CONSULTANT shall also update the estimate of probable construction costs as necessary to address any changes in the concept plan . The final concept plan and the estimate shall be furnished to the City as digital files for the City's use and incorporation into Council packets. TASK 1.0 DELIVERABLES: 1.3 Draft Concept Sketch (pdf) 1.4 Draft Final Concept Plan (pdf) 1.5 Cost Estimate (pdf) 1.7 Final Concept Plan and Cost Estimate (pdf) Memorial Park Amphitheater Interim Improvements EXHIBIT A Callander Associates City of Cupertino July 25, 2018 Page 2 of 3 CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. 6 MASTER AGREEMENT NO#: 2018-3 M. A. Date: November 28, 2017 Maximum Compensation: $175,000 M.A. End Date: December 31, 2019 Consultant: Firm Name: Callander Associates Landscape Architecture, Inc Address: 1633 Bayshore Highway, Suite 133, Burlingame, CA 94010 Contact: A . Mark Stichter Phone: 650-375-1313 Project Description: Project Name: Sports Center Upgrades -LED Message Sign Re-Bid X Description: Additional Construction Administration support as described in Task 7 .0 of the Master Agreement Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: Michael Zimmermann ------------ Fiscal/Budget : Amount Master Agreement Maximum Compensation: $175,000 ----------Tot al Previously Encumbered to Date: $170,800 ----------Encumbrance this Service Order: $2,304 ----------Bal an c e: $1,896 S.O. Acc't No.: 420-99-017 900-905 SPCT 004.03.01 P.O.# W'}q -(50Dl)7j3'35 Contract Manager: Michael Zimmermann D ate: November 29, 2018 Approvals: Consultant: ~~~ ~-Date: lj / ·:2., / 18 CIP Manager: ~P: Date: 11 /29/1 1 8 / Appropria tion Certifica ·on:Ihereby certify that an unex pended appropriation is available in the abov e fund for the above contract a s estimate d and that fund are a v ailable as of this date of signature City Finance ~ ~ Date ll / "J4 / 1 i Manage _ ent Ana lys t City of Cupe rtino Mas ter Agree ment 181128 Page 1 of 1 Serv ic e Order No. 6 ATIACHMENTA EXHIBIT A SCOPE OF SERVICES Memorial Park Amphitheater Interim Improvements TASK 2.0 VISUAL SIMULATION 2.1 Draft Visual Simulation: Using the final plan as a guide, the CONSULTANT shall prepare a CADD drafted color rendered visual simulation . Viewpoint to be selected to best highlight the modifications to the amphitheater. 2.2 Staff Review: Forward a digital copy of the visual simulation to you and join you in a teleconference to discuss the simulation and possible modifications. 2.3 Final Visual Simulation: The CONSULTANT shall make minor modifications to the visual simulation consistent with the input received in the teleconference and submit digital file to the City for their use and presentation to Council. TASK 2.0 DELIVERABLES: 2.1 Draft Visual Simulation (pdf) 2.3 Final Visual Simulation (pdf) END OF EXHIBIT A Memorial Park Amphitheater Interim Improvements EXHIBIT A Callander Associates City of Cupertino July 25, 2018 Page 3 of 3 ATTACHMENT A EXHIBIT B PERFORMANCE SCHEDULE Memorial Park Amphitheater Interim Improvements All work under this Service Order shall be completed by August 20, 2018 . The task deliverables identified in Exhibit A, shall be received by City as indicated below: PROJECT DELIVERABLES (BY TASK) TASK 1.0 SCHEMATIC DESIGN 1.3 Draft Concept Sketch 1.4 Draft Final Concept Plan 1.5 Cost Estimate 1.7 Final Concept Plan and Cost Estimate TASK2.0 VISUAL SIMULATION 2.1 Draft Visual Simulation 2 .3 Final Visual Simulation END OF EXHIBIT B Memorial Park Amphitheater Interim Improvements EXHIBIT B Callander Associate s City of Cupertino DELIVERY SCHEDULE Five (5} business days after NTP Four (4} business days after 1.3 Four (4) business days after 1.3 Three (3) business days after 1.4 & 1.5 Three (3} business days after 1.7 Two (2) business days after 2 .2 July 25 , 2018 Page 1 of 1 1) Base Compensation ATIACHMENTA EXHIBITC COMPENSATION Memorial Park Amphitheater Interim Improvements The base compensation for this Service Order is $12,000. Service shall be compensated in accordance with the Master Agreement. 2) Fee Budget Schedule The Fee Budget Schedule for this AGREEMENT shall be as follows. #1 #2 Task Description Schematic Design Visual Simulation Base Compensation TOTAL Task Compensation $7,700 $4,300 $12,000 Design Professional shall not exceed the specified budget amounts for any Task without prior written authorization from the City. City may approve budget transfer amounts between Tasks listed above provided the base compensation amount is not exceeded. 3) Payment Schedule The Payment Schedule for this Service Order shall be as follows : TASK Task #1-Schematic Design 1.1-1.7 Schematic Design TASK 2.0 Visual Simulation 2 .1-2.3 Visual Simulation 1) Reimbursable Expenses: PERCENT OF TASK COMPENSATION 100% 100% In Accordance with the Master Agreement, the Base Compensation is inclusive of all materials and expenses to perform all of the base services of this Service Order . Memorial Park Amphitheater Interim Improvements Callander Associates City of Cupertino EXHIBIT C July 25, 2018 Page 1 of 2 2) Additional Services: ATTACHMENT A EXHIBIT C COMPENSATION Memorial Park Amphitheater Interim Improvements When requested by the City, Additional Services may be authorized and w ill performed and compensated as prescribed by the Master Agreement. Additional Services budget for this Service Order: $1,000 4) Service Order Maximum Compensation: $13,000 Memorial Par k Amphitheater Interim Improvements Callander Associates City of Cup ert ino END OF EXHIBIT C EXHIBIT( July 25, 2018 Page 2 of 2