18-238 Bartos Architecture, Master Agreement for CIP Design Services 11
Minimum of a 3-5business day turnaround time unless it
specified as rush
IF TIME. SENSITIVE PLEASE INDICATE
NEED BY ASAP per Carl Valdez
La k%
DQCUMENT ROUTING SLIP
_UPERTINO December 2018
TO: Rocio Fierro
Acting City Attorney
Amy Chan DEC 19 2018
Interim City Manager ,'Jt ' a r yrs f
Grace Schmidt
City Clerk
THROUGH: Ti ord n,Director
Public Works
FROM: Julia Kinst ?,-�
SUBJECT:: Agreement between the City of Cupertino and Bartos
Architecture for Master Agreement for CII'Design Services
City Attorney,please review, execute where indicated and return to Julia l
City Clerk, please attest and return to Julia K.
[.Airy additional information needed for processing or handling can be added here];
CITY OF
CITY ATTORNEY'S OFFICE
CITY HALL
10300TORRE AVENUE. CUPERTINO,CA 45014-3255
TELEPHONE: (408) 777-3223« FAX: (408)777.3366
CUPERTINO CUPERTI O.ORC
PROFESSIONAL SERVICES ACHECKLIST
4 Complete CONSULTANT NAME:
Bartos Architecture
PREPARE AGREEMENT,Fall in applicable sections of contract template.Any substantive changes must be pre-
approved by Department Head and City Attorney,
PREPARE EXHIBI'T'S.Review,appr=ove&attach pertinent exhibits
Ex A Scope of Services
Ex B-Schedule for Deliverables
Ex C-Contract Budget
Ex D-Insurance Requirements
Ex E—Bond,if required by Agreement
*Ex.D-for Reauestina Department to fill out.
Con it ed Not Required,/Explanation
Attach Certificate of Liability insurance shoaling.
1) Commercial General Liability(CGL)-$21VI/per occurrence J
Umbrella/Excess—fused to satisfy primary insurance coverage b/
Additional Insured Endorsement(separately attached)
Primary/Non Contrib;Endorsement(separately attached)
2) Commercial Auto Liability-$1M/combined single limit
*ff using personal auto liability,contact Bickmore for approval
3) Workers`Compensation
Statutory Limits/Employers Liability$IM/per accident d
Waiver of Subrogation Endorsement
4) Professional Liability-$2M/per claim&in the aggregate
*Additional explanations:
OBTAIN REQUIRED CITY APPROVALS
,t DEPARTMENT REVIEW&APPROVALS
Q Project Manager signs recommending agreement
Department Director/assistant Director approves agreement
ID Contract Administrator confirms all exhibits,insurance forms&signatures/dates are included prior to routing
contract packet to CAD for signature
CITY ATTORNEY REVIEW&APPROVAL
City Attorney signs contract
❑ Contract is returned if incomplete or missing required documents or approvals
�= CITY CLERK.REVIEW& EXECUTION
Staff sends agreement packet to the City Clerk
❑ City clerk send to the City Manager for signature
El City Clerk provides attestation after City Manager signs
El Notarize the City Manager's signature if required
CITY OF C11PERTINO REQUIREMENTS
❑ City of Cupertino Business License number
❑ Requisition for a Purchase Order
Use C:'fPublic 'olden°i(7(i C0A`7` J 'TX4CI�1NG to follou the progress ofyour Agreement through Review&Execution
November 2018
CITY O
DESIGN PROFESSIONAL S VICES AGREEMENT(MASTER)
WITH BARTOS ARCHITECTS
UPER INO
1 AJUI +;
This Master Agreement is made and entered into as of
("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and
Bartos Architecture ("Consultant");
a Corporation for Professional Design Services for Various Capital
Im rovement Pro'ccts ("Project").
2. SERVICES
2.1 Scope of Services. Consultant agrees to provide the Services"as needed" and as set forth in the
Scope of Services, attached and incorporated here as Exhibit A The Services must comply with this
Agreement and with each Service Order issued under the authority of the City Director of Public Works
or his designee, in accordance with the following procedilres.
.2 Service Orders.Before isscting a Service Order the City I rector/Designee will request Services
in writing and hold a meeting, with Consultant to discuss it. Consultant will submit a written proposal
that includes a specific Scope of Services,Schedule of Performance and Compensation,which the Parties
will discuss. Thereafter City Director/Designee will execrate 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, schedute of performance, compensation and any other applicable terms. Issuance of a
Purchase Order is discretionary and the Director/Designee may streamline these procedures, e.g:,
conferring by telephone instead of a meeting, if it is in the City's best interests. Consultant will not be
compensated for Services performed without a duly eXectrted Service Order.
3. TIME OF PERFORMANCE
3.1 Term. This Agreement begins on the Effective Cate and ends on December 31, 2019
("Contract Time");unless terminated 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.Consultant
must promptly notify City of any actual or potential delay in providing the Services as scheduled to
afford the Parties adequate opportunity to address ormitigate delays.Ifthe Services are divided by tasks,
Consultant must begin work on each separate task:upon receiving City's Notice to Proceed ("NTO"),
and must complete each task within the time specified in each Service Order-..
3.3 Time is of the essence for the performance of al I the Services required in this Agreement and in
each Service Order* Consultant must have sufficient time, resources and qualified staff to deliver the
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Services on time. Consultant mast respond promptly to the City's Service Orders and any change orders
that may be issued.
4. COMPENSATION
4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the
Services a total amount that will based upon actual costs but that will be capped so as not to exceed
$_175A00 ("Contract Price"), based on the budget and rates set forth in Exhibit
C, Compensation, attached and incorporated here. The Contract Price includes all expenses and
reinbursements and will remain in place even if Consultant's actual costs exceed the capped amount.
No extra work or payment is permitted in excess of the Contract Price.
4,2 Invoices and Payments. City will pay Consultant for Services satisfactorily provided cinder 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 sunmary 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 ofall allowable expenses.
All hourly rates and allowable expenses must conform to City-approved rates set forth in Exhibit C.
.3 Final Payment. At least 30 clays prior to end of the Agreement, Consultant must submit a
requisition for final and complete payment of costs and any pending claims for City approval.
Noncompliance with this requirement relieves City of further payments/obligations under the
Agreement.
5. INDEPENDENT CONSULTANT
5A Status. Consultant is an independent Consultant and not an employee partner, or joint venture.
of City. Consultant is solely responsible for the means and methods of performing the Services and for
the persons hired to work under this Agreement. No civil service statics or other right of employment
will be acquired by virtue of Consultant's performance of the Services. Consultant is not entitled to
health,worker's compensation or other benefits from Cite.
5.2 Consultant Qualifications. Consultant warrants on behalf of itself and its Subconsultants that
they have the qualifications and skills to perform the Services in a competent and professional manner
and according to the highest standards and best industry practices for similar services performed in the
San Francisco Bay Area.
5.3 Permits and Licenses. Consultant warrants on behalf of itself and its Subconsultants that they
are properly licensed, registered, and/or certified to perform the Services as required by law and that
they have procured a City Business License.
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5.4 Subconsultants. Unless prior written approval from City is obtained, only Consultant's
employees and Subconsultants tivhose names are included in this Agreement and incorporated Exhibits
may provide Services under this Agreement, Consultant Haut require all Subconsultants to furnish proof
of insurance for workers' compensation, commercial liability, auto, and professional liability in
reasonable conformity to the insurance required of Consultant. The termsand conditions of this
Agreement shall be binding on all Subconsultants relative to the portion of their work.
.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all the
tools, materials and equipment required to perform the Services.
5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this
Agreement. Upon City's request;Consultant will provide proof of payment and will indemnify City for
violations pursuant to the indemnification provision ofthis Agreement,
5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those
Of its Subconsultants. and must take prompt measures to avoid. mitigate, and correct them at its sole
expense.
6. PROPRIETARY/CONFIDENTIAL INFORMATION
IO
During the Contract Time Consultant may have access to private or confidential information owned or
controlled by the City, which may contain proprietary or confidential details the disclosure of which to
third parties may be damaging to City. Consultant shall hold in confidence all City information and use
it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City
information as a reasonably prudent Consultant would use to protect its own proprietary data.
7, OWNERSHIP OF MATERIALS
7,1 Property Rights. Subject to City meeting its payment obligations for the Services. any interest
{including copyright interests} of Consultant or its Subconsultants in any product, memoranda, study,
report, map, plan, drawing, specification, data, record, document or other information or work, in any
medium {collectively, "Work Product"),prepared by Consultant in connection with this Agreement will
be the exclusive property of the City and shall not be shown to any third-party without prior written
approval of City.
7.2 Copyright. To the extent permitted by Title 17 of U.S. Code,all Work Product prepared/created
by Consultant and its Subconsultants and all copyrights in such Work Product shalt constitute City
property, if it is determined under federal law that the Work Product is riot"works for hire" Consultant
and Subconsultants hereby assign to-City all copyrights to the Work, Product when and as created.
Consultant may retain copyrights to its standard details,but]hereby grants City a perpetual,non-exclusive
license to use such details.
7.3 Patents and Licenses, Consultant must pay royaltes 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.
01),Prjeet AMster°green Mf frith Barlrrs Architecture
1llaster Desi,rn Peerkssionof Agr eementl Rev. AbY.2018
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7.4Re-Use of Wort: Product. Unless prohibited by law and without waiving? any rights, City may
use or modify the Work Product of Consultant and Subconsultants to execute or implement any of the
following, but Consultant shall not be responsible or liable for City's re-use of Work Product:
(a) For work related to the original Services for which Consultant was hired,
(b) To complete the original Services with City personnel, agents or other Consultants,
(c) To make subsequent additions to the original Services, and/or
(d) For other City projects.
7.5 Deliverables and Format. Electronic and hard copies of 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-scab architectural plans and similar
items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in
Microsoft Office applications and PIF formats.
8. RECORDS
8,1 Consultant mast maintain complete; accurate, and detailed accounting records relating to the
Services and Compensation, in accordance with generally accepted accounting principles and
procedures.The records must include detailed information about Consultant's performance benchmarks
and deliverables. The records and supporting documents must be kept separate from other files and
maintained for a period of four years from the date of City's final payment.
8.2 City will have free and full access to Consultant's books and records for review and audit, to
make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents.
proceedings, and activities related to this Agreement. If a supplemental examination or audit of
Consultant's records discloses non-compliance with appropriate internal financial controls, a contract
breach, or a failure to act in gond faith, City will be entitled to recover from Consultant the costs of the
supplemental examination. This Section survives the expiration/termination of:this Agreement.
9. ASSIGNMENT
Consultant shall not assign, sublease, hypothecate,or transfer this Agreement, or any interest therein,
directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any
attempt to do so will be bull and void, Any changes related to the financial control or business nature of
Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not
be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting
power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees;
10. PUBLICITY/SIGNS
Any publicity generated by Consultant in connection with the Project and Services during the Contract
Time and for one year thereafter will reference City contributions in making the Pro ject possible. The
words "City of Cupertino'' shall be displayed in all pieces of publicity, including flyers, press releases,
posters, brochures, public service announcements,interviews and newspaper;articles, No signs may be
01Y Prgject Afaster Agreement with harms Architerttwe
Master Design Pro0siona7 Agrec;rr entl Rev. A-16tv.2015'
Page 4 of 10
posted, exhibited or displayed on or about City property, except, signage required by law or this
Agreement without prior 1written approval from City.
11. INDEMNIFICATION
11.1 To the fullest extent allowed by law and except for losses caUsed by the sole or active negligence
or willful misconduct of City personnel,Consultant agrees to indemnify, defend, and hold harmless the
City, its City Council, boards and commissions, officers, officials,employees, agents, servants,
Volunteers and Consultants(,collectively,"Indemnitees"), as follows:
a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the
Services performed in connection with the Agreement, Consultant shall indemnify, defend, and hold
harmless Indemnitees fro rn arid against any and all liability, claims, actions, causes of action, demands
or charges whatsoever against any Indemnitee, including any injury to or death of any person or damage
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to property or other liability of any nature (collectively, "Liability"), that arise out of, pertain to, or
relate to the negligence,recklessness, or willful misconduct of Consultant. its officers, officials,
employees, agents or Subconsultants. Such costs and expenses shall include reasonable attorney fees for
legal counsel of City's choice, expert fees, and all other costs arid fees of litigation. In addition to its
indemnity obligations, Design Professional will provide its immediate and active cooperation and
assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving Such
Liability.
b. Claims Involving Intellectual Property. Consultant shall indemnify, defend. and hold
harmless Indemnitees fro and against any claim involving intellectual property, infringement or
violation of a United States patentricht or copyright,trade secret,trademark,or service mark or other
proprietary or intellectual property rights,which arises out of,pertains to, or relates to Consultant's
negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable
attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation.
C. Claims for Other Liability. For all other liabilities not included in provisions"b"and
'V' above, Consultant shall indemnify, defend, and hold barrifless the Indemnitees against any and all
liability, clairns, actions.,causes of action or demands whatsoever. including any injury to or death of
any person or damage to property, or other liability of any nature arising out of,pertaining to, or relating
to the performance of this Agreement by Design Professional, its employees.officers, officials, agents
or Subconsultants, including liability based on breach of contract,obligations, or warranties,or any
unauthorized use or disclosure of City's confidential and proprietary information.
11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute or lawsuit
arising Out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract
Price, to Workers' Compensation claims,or to the Insurance or Bond limits and provisions.Nothing in
this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant
against any Indemnitee.
Z:�
11.3 If this Agreement is entered into or amended on or after January 1, 2018, Consultant's duty to
z:l
pay for any of Indemnitees'defense related costs will be firnited to its proportionate share of fault, as
determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in
Civil Code section 2782.8.
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11.4 Consultant agrees to pity the reasonable costs City may incur in enforcing this provision related
to Consultant's indemnification duties. including reasonable attorney fees, fees for legal counsel
acceptable to City, expert fees;and all other costs and expenses related to a claim or Counterclaim, a
purchase older, another transaction, litigation, or dispute resolution. Without waiving any rights, City
may deduct money from Consultant's payments to cover moneys due to City. Section 1 1 survives
expiration or termination of this Agreement.
12. INSURANCE
On or before the Contract Time cornmences,Consultant shall furnish City with proof of compliance with
City Insurance Requirements,-attached and-incorporated here as Exhibit D. City will not execute the
Agreement until it has approved receipt of satisfactory certificates of insurance and endorsements
evidencing the type, amount, class of operations covered, and the effective and expiration dates of
coverage. Alternatively, City may terminate this Agreement or in its stile discretion purchase insurance
at Consultant's expense and deduct costs from payments to Consultant.
13. COMPLIANCE WITH LAWS
13.1 {General Laws, Consultant shall comply with all local, state and federal laws and regulations
applicable to this Agreement.-Consultant will promptly notify City of changes in the law or other
conditions that may affect the Project or Consultant's ability to perform, Consultant is responsible for
verifying the employment authorization of employees performing the Services, as required by the
Immigration Reform and Control Act,or other federal or state law,rule or regulation.
13,2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement.If the
Services include a 'public works"component, Consultant must comply with prevailing wage laws tinder
Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with
City's Labor Compliance Program, and with state labor laws pertairiing to working days, overtime,
payroll records and DIR-Registration and Oversight: If the Contract Price is $30,000 or more, Consultant
must comply with the apprenticeship requirement in Labor Code Section 1777.5.
13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed.
color, ancestry, national origin, ethnicity, handicap, disability; marital status, pregnancy, age, sea.,
gender, sexual orientation, gender identity, Acquired-ImmLine Deficiency Syndrome (AIDS) or any
other protected classification. Consultant shall comply with all anti-discrimination laws, including
Government Code Sections 12900 and 11135, and Labor Code Sections 1735. 1777 and 3077.5.
Consistent with City policy prohibiting harassment and discrimination, Consultant understands that
harassment and discrimination directed toward a job applicant, an ernployee, a City employee, or any
other person is strictly prohibited.
13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations
applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public
official, employee, or member of a City board or commission who might have been involved in the
making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in
violation of California Government Code Section 1090 et seq. Consultant may be required to file a
CityPra%ect Aluster,4,,ereetnerrt with BartosArchitectttrcF
Master Desiyn Prnftssiotrcr/ftgrc�eraientI Rev, Alrfy.2018
Page 6 of 10
conflict of interest form if Consultant makes certain governmental decisions or serves in a staf capacity,
as provided in Section 18700 of- the California Code of Regulations and other laws.
Services may only be performed by persons who are not employed by City and who do not have any
contractual relationship with City, with the exception of this Agreement. Consultant agrees to abide. by
City policies and administrative Mules prohibiting gifts to City officials and employees.
13.6 Remedies. A violation of this Section constitutes a material breach and may result in City
suspending payments, requiring; reimbursement, or terminating this Agreement. City reserves all its
rights and remedies tinder lav and this Agreement, including the right to seely indemnification under
Section 11. Consultant agrees to indemnify,defend,and held City harmless from and against any lass,
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 Alex Acenas, Public Works Protect Mg. , who shall have the authority to manage this Agreement
and oversee the progress and performance of the Services. City in its;sole discretion may substitute
another Project Manager t any time and will advise Consultant of the new representative.
14,2 Consultant Project Manager. Subject to City= approval, the Consultant's Project Manager for
all purposes under this Agreement will be Mark 13artos, Architect/President , who shall be
the single representative for Consultant with file authority to manage compliance with this Agreement
and oversee the progress and performance of the Services. This includes;responsibility for coordinating
and scheduling the Services in accordance with City instructions, service orders, and the Schedule of
Performance,and providing regular updates to the City's Project Manager on the Project status,progress,
and any delays. City written approval is required prior to Consultant substituting a new Project Manager,
which shall result in no additional costs to City or Project delays.
15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project with thirty (30) calendar days' written notice to Consultant.
Consultant will be compensated for satisfactory Services performed through the date of abandonment
and will be given reasonable time to assemble the work and close out the Services. No close out work
shall be conducted without City reasonable approval of closure casts, which may not exceed ten percent
(10%) of the total tune expended to the date of abandonment, Ail charges including job closure costs
will be paid in accordance with the provisions of this Agreement and within thirty (30) days of
Consultant's final invoice reasonably approved by the City.
16. TERMINATION
City may terminate this Agreement for cause or without cause at any time, following reasonable
written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant
will be paid for satisfactory Services rendered through the date oftermination, but finial payment will
not be made until Consultant closes out the Services and delivers all Work Product to City. All charges
approved by City includingjob closure costs will be paid within 30 days of Consultant's final invoice,
E^'It,y pr jetet rt/aver A regime ni with Bar tos Arc hitec l ire
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17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California, excepting any choice of lave rules
which may direct the application of laws of another jurisdiction, Any lawsuits fled related to this
Agreement must be filed with the Superior Court for the County of Santa Clara, State of California.
Consultant must comply with the claims tiling requirements under the Government Cotte prior to filing
a civil action in court. If a dispute arises, Consultant mast continue to provide the Services pending
resolution of the dispute. if the Parries elect arbitration. the arbitrator's award:must be supported by law
and substantial evidence and include detailed written findings of law and fact.
18. ATTORNEY FEES
If City 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 gists. This attorney Fee provision sloes not apply to legal actions initiated
by Consultant or Subconsultant. This Section survives termination of this Agreennent,
19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Agreement.
20. WADER
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract
provision. City's waiver of any breach shall not be deemed to constitute waiver of another term,
provision,covenant or condition, or a-subsequernt 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 Parties. Any modification of this Agreement will be effective only if in writing and signed
by each Party"s authorized representative. No verbal agreement or implied covenant will be valid to
amend or abridge this Agreement, If there is any inconsistency between 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
inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or
omission of required provision.
23. HEADINGS
The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way
affect, limit or amplify the terms or provisions of this Agreement.
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24. SEVERABILITY/PARTIAL INVALIDITY
If any terns or provision of this Agreernent, or their•application to a particular situation, is found by the
court to be void, invalid, illegal or unenforceable,Such term or prevision shall remain in force and effect
to the extent allowed by such ruling.All other ternts and provisions of this Agreement or their application
to specific situations shall remain in full force: and effect.
25. SURVIVAL
All provisions which by their nature must continue after the Agreement enols, including without
limitation diose ref*erenced in specific Sections herein, survive this Agreement: and shall retrain in full
force and effect.
26. NOTICE
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 reputable overnight delivery service,
on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified,
or the next business day following electronic'submission:
To City of Cupertino To Consultant:: Bartos Architecture
10300 Torre Ave, 1730 S,Amphlett Blvd;, Ste,225
Cupertino CA 93014 Sari Mateo,CA 94402
Attention: Alex Acenas,Public works Project Mgr. Attention: Mark Bal-tos
Email: Alex A.ctcupertino.org prnail: 'mb cr,bartosarchitecture,corn
7. 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 sig
t,ed by the City Manager or authorized designee, and is
approved for form by the City Attorney's Office,
28, EXECUTION
The person executing this Agreement on behalf of Consultant represents and warrants that Consultant
has full right,power, and authority to enter into and carry out al actions contemplated by this Agreement
and that he or she is authorized to execute this Agreement,which constitutes a legally binding obligation
of Consultant.This Agreement may be executed in counterparts,each one of which is deemed an original
and all of which,taken together; constitute a single binding instrument.
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IN NESS VVMRE ,the parties have caused tete Agreement to be executed.
CONSULTANT OF CUPERTINO
Bartos Architecture A Municipal Corporation
A Corvorat* nk
a1� Mark Bart " Tirn n Borden
Title Architect/President Title Director of Public Works
Date Date
--- Jt? -A
Tax LD. No.: 26-2390586
AP D 7:�R ATTEST:
RO V. FIERRO GRACE SC14MIDT
mm.
Cupertino Acting City Attorney City Clerk
City ProjectµM klas°terAgreement with Bartos Architecture
Master Design Professional Ar eme t/Rev.May. 2018
Page 10 of 10
Exhibit A
Scope of Services
Consultant shall provide certain Architectural Services as required and requested by City,
Consultant 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.- Consultant shall perform all services to the satisfaction of City's Public Works Director
or authorized Agent.
B. Consultant shall perform all services under this agreement to the currently prevailing
professional standards and duality found among Architecture Consultants with similar
knowledge and skill engaged in related work throughout California under the same or similar
circumstances.
C. Consultant 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. Consultant 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 Consultant shall be at no cost to City.
E. City shall designate a Project Manager for each fully executed Service Order under this
Agreement. Consultant shall coordinate the Service Order performance with City's designated
Project Manager.
Section 2. Basic Services
As authorized by a fully executed Service Order,Consultant shall provide Architecture services
for various City Public Works Projects in accordance with the following:
Bartos Architecture Exhibit'A
Master Agreement for Professional Design Services PAGE 1 OF 11
A. General Performance Requirements
For each assigned Project:
1. Consultant shall designate a Project manager and provide to City the names of
their team members for the Project. The learn members shall be satisfactory to City.
Consultant shall not substitute any team members without the prior approval of City.
City retains the right to reject team members assigned by Consultant or require
replacement of team members.
2. Consultant shall effectively manage and administer the Project for the efficient,
progressive, and proactive delivery of the Project.
3. -Consultant shall be responsible for managing and coordinating the work of all
sub-Consultants and subconsultants.
4. Consultant shall consult and coordinate with the City and communicate with
members of the Project team.
5. Consultant shall schedule meetings and prepare meeting agendas and minutes
for all Project meetings. All minutes of meetings are due to the City within ten(10)
calendar days after the meeting in a digital format and shall also be provided to other
appropriate agencies and entities, as directed by City.
6. Consultant shall communicate weekly with City's assigned Project Manager to
provide an update on the current status of the Project and provide a brief written
summary report.
B. Specific Performance Requirements
For each assigned Project, Consultant 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.
Bartos Architecture Exhibit A
Master Agreement for Professional Design Services PAGE 2 OF 11
Task 2.0 Predesign and Conceptual Design
2.01 Background Data Assembly:Consultant 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 Consultant shall be entitled to reasonably
rely upon the accuracy and sufficiency of any information provided to the Consultant by
the City or the City's agents.
2.02 The Consultant 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 Consultant 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 Consultant shall compile survey and other data as made
available into a base sheet create Project base information in AutoCAD 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
Consultant, according to the agreement.
2.05 Outreach:Consultant shall conduct outreach with groups as identified by the City to
establish design program.
2.06 Conceptual Alternative Development: Consultant shall prepare three(3) hand drawn,
color rendered conceptual solutions for the Project,each which address the primary
Project issues and budget.
2.07 Staff Review:'Consultant shall present each concept to the City with analysis for
evaluation.The City shall select one concept as the preferred solution and provide the
Consultant with written direction to proceed with that concept.
2.08 Deliverables: (all deliverables digital unless otherwise noted)
2.08.1 Source Document Listing
2.08.2 Base sheet
Bartos Architecture Exhibit A
Master Agreement for Professional Design Services PAGE 3 OF 11
2.08.3 Meeting Summary
2.08.4 Scanned pdf's and one(1)hardcopy of each
2.08.5 Meeting Summary
Task 3.0. Schematic Design
3;01 Meetings;The Consultant 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 Pian:The Consultant 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 Coasts, Schedule and Code Compliance:Consultant 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.Consultant shall prepare for and
present the recommended design and the previous concepts to the Parks and Recreation
Commission.
3.05 Council Presentation:Consultant shall revise the Conceptual design per the P&R
Commission input and prepare for and present the recommended Conceptual Design to
City Council.
3.06 Deliverables: (all deliverables digital unless otherwise noted)
3.06.1 Meeting Summaries
3.06.2 Scanned pdf and one(1)hardcopy
3.06.3 Estimate,schedule and code compliance summary
3.06.4 PowerPoint, large format presentation materials
3.06.5 PowerPoint, large format presentation materials
Bartos Architecture Exhibit A
Master Agreement for Professional Design Services PAGE 4 OF 11
Task 4.0 Design Development
4.01 Meeting:The Consultant 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 Consultant 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
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 Consultant 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:Consultant 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: Consultant shall assemble images, details, catalog
cuts,etc.that further convey design intent. Booklet to be in 8-1/2 X"1 format,bound, with
document name,Project name and date clearly indicated.
4.06 Deliverables: (all deliverables digital unless otherwise noted)
4.06.1 Meeting Summary
4.06.2 Pdf files and three (3) full size plan sets
4.06.3 Specification outline
4.06.4 Updated estimate, schedule and code compliance summary in pdf and three (3)
hardcopies of each
4.06.5 Pdf files and three (3)8-1/2 X 11 bound hardcopies
Bartos Architecture Exhibit A
Master Agreement for Professional Design Services PAGE 5 OF 11
Task 5.0 Construction Documents
5.01 Meetings: The Consultant 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 Consultant 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 Consultant shall prepare 60% Construction specifications for
the design development drawings.The specifications shall reflect the detail of the 60%
Construction drawings. The Consultant shall format its specifications to City's Standard
Specification provided by the City at the beginning of the Project. The Consultant shall
assist the City in the development and preparation of the Project Manual that includes
the Conditions of the Contract for Construction,Specifications,qualifications for prime
and designated sub-Consultants,bidding requirements and sample forms.
5.04 60% Costs,Schedule and Code Compliance, The Consultant shall prepare a 60%
Construction Document cast 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. Consultant shall prepare 95%plans,incorporating the CITY
comments from.the 60%Construction Document submission into the 95%Construction
Document plans. Plans shall be submitted to City with other 95%Submittal Documents as
noted below.
5.06 95% Specifications:Consultant shall assist the City in the development and preparation
of the Project Manual that includes the Conditions of the Contract for Construction,
Specifications,qualifications for prime and designated sub-Consultants,bidding;
requirements, add alternatives, and sample forms. Consultant shall format its
specifications to City's Standard Specification sections.
Bartos Architecture Exhibit A
Master Agreement for Professional Design Services PAGE 6 OF 11
5.07 95% Costs, Schedule and Code Compliance. Consultant 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.:Consultant 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 Consultant shall incorporate comments into the 100%plans,
specifications,and cast estimate.
5.10 100%Costs,Schedule and Code Compliance:The Consultant shall submit a 100%
Construction Document Estimate of Probable Cost to the City according to the Appendix D
minimum requirements.
5.11 100%Submittal:The Consultant 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.
5,12 Deliverables: (all deliverables digital unless otherwise noted)
5.12.1 Meeting Summaries
5.12.2 Pdf files and three (3) full size plan sets
5.12.3 Technical Specifications in Word and three(3)bound 8-1/2 X 11 sets
5:12.4 Updated estimate, schedule and code compliance summary in pdf and three (3)
hardcopies of each
5.12.5 Pdf files and three(3)full size plan sets
5:12.6 Technical Specifications in Word and three(3)bound 8-1/2 X 11 sets
5.12.7 Updated estimate,schedule and code compliance summary in pdf and three(3)
hardcopies of each
5.12.8 Permit application as pdf and hardcopies as required for processing
Bartos Architecture Exhibit
Master Agreement for Professional Design Services PAGE 7 OF 11
5J29 Pdf files and three(3)full size hardcopies of listed items+one stamped signed
record set of plans and specifications
5.12.10 Pdf files and hardcopies as requested by City
Task 6.0; Bid and Award
6.01 Bid Period Assistance: Consultant shall provide the following bid phase services, at the
City's request,through award of the construction contract:
a. Attend the general Consultant 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: Consultant 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.
6.03 Deliverables: (all deliverables digital unless otherwise noted)
A. The Consultant 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 Consultant 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 CD/DVD ROM disk media.
Compatibility with the City hardware shall be verified by the Consultant prior to final
submission.
Task 7.0: Construction Administration
Consultant's responsibility to provide the Construction Administration Services commences
with the construction contract award and ends with submission of the final Project Punch List.
Bartos Architecture Exhibit A
Master Agreement for Professional Design Services PAGE 8 OF 11
Consultant shall advise the City,in writing, of any construction items that are not in
conformance with the Contract Documents. Consultant shall have reasonable access to the
construction of the Project wherever it is in preparation or progress as appropriate to meet its
obligations under this Agreement. Duties, responsibilities and limitations of authority of
Consultant under this Task shall not be restricted, modified or extended except by advance,
written agreement between City and Consultant.
7.01 Submittal Review: The Consultant shall review and approve or reject 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 Consultant shall maintain a detailed
record of all submittals and content supplied by the Consultant.
7.02 Requests for Information:The Consultant shall review Requests for Information(RFI)
and provide written response to the City within five(5)working days of receipt. The
Consultant's response shall provide,with advance City approval,supplemental
drawings and/or specifications necessary to clarify the RFL
7.03 Change Orders: Consultant shall review and advise the City on requests for changes in
the construction of the Project. The Consultant shall review City prepared Contract
Change(orders shall,where necessary,prepare Drawings and Specifications to describe
Work to be added, deleted or modified. The Consultant shall maintain all records
relative to changes in the construction.
7.04 Construction Meetings:The Consultant shall attend bi-weekly construction 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 Consultant shall prepare bi-monthly Contractor
Performance Evaluations at the City's request and submit to the City for review and
comment prior to distribution to the Contractor. The Consultant shall deliver the City
approved performance evaluation to the Contractor.
Bartos Architecture Exhibit`A
Master Agreement for Professional Design Services PAGE 9 OF 11
7.06 Claims and Disputes: The Consultant shall advise the City on claims, disputes or other
matters in question between the City and Contractor. The City shall be the final arbiter in
all such matters.
7.07 Site Meetings.The Consultant 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:City will forward to the Consultant;for the Consultant's review,
comment and records,written warranties and related documents required by the
Contract Documents and assembled by the Contractor.Consultant shall issue a Punch
List which denotes the portion of the work of the Project that needs to be completed by
the 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 deemed substantially
completed by Contractor, Consultant shall advise the City about the balance of the
Project construction to be completed and recommend the amount to be paid the
Consultant, including any amounts estimated needed to pay for Final Completion or
correction of the construction work.
7.10 Final Completion: Consultant'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 that all Punch List
items have been addressed or corrected.
7AIRecord Document Preparation and Project Close-Out:
a. Consultant shall review the Contractor's checklist for completion of all required
submittals and shop drawings as indicated in the Contract Documents.
b. Consultant shall review Contractor-supplied operation and maintenance manuals for
completeness as noted in the Contract Documents.
c. Consultant shall review Contractor-supplied warranties as noted in the Contract
Documents.
Bartos Architecture Exhibit A
Master Agreement for Professional Design services PAGE 10 OF'11
d. Consultant shall review final pay request from Contractor for accuracy as noted in the
Contract Documents.
e. Consultant to complete all work necessary to achieve LEED Silver Certification.
7.12 Deliverables: (all deliverables digital unless otherwise noted)
7.12.1 Submittal package containing all original submittals, responses, and final:
approved submittals
7.12.2 Original RFI and Consultant response
7.12.3 Change order review, drawings, and specifications produced to accompany
change order
7.12.4 Weekly site visit report
7.12.5 Performance evaluation
7.12.6 Claim/Dispute Report
7.12.7 Meeting minutes
Task 8.0 Additional Services
Consultant services not specifically identified in the Scope of Services shall be considered
Additional Services. At the City's request, the Consultant shall provide a fee proposal for
specific additional services consistent with the professional rate schedule in Exhibit B.
Bartos Architecture Exhibit
Master Agreement for Professional Design Services PAGE 11 OF 11
EXHIBIT B
Service Order Form
Each Service Order for"work rider this Master Agreement shall be initiated and executed as
provided for in the Master Agreement,Section 2.2 Service Order Development. An exemplar of
the Service Order form follows.
END OF EXHIBIT
Bartos Architecture Exhibit B
Master Agreement for Professional Design Services PAGE 1 OF 1
CITY OF CUPERTINO
MASTER AGREEMENT CONSULTANT SERVICES
SERVICE ORDER NO.
MASTER AGREEMENT NO.: M A Date:
MA Maximum Compensation:
MA Term.:NTP: MA END DATE:
Consultant: Name
Address:
Contact: Phone:
Project Description:
Project Name:
Description: (simple project description if appropriate)
E]Attachment A: Includes Description of Project,Scope of Service,Schedule of Performance
and Compensation
City Project Management
Managing Department:Public Works Project Manager:
Fiscal/Budget:
Amount
Master Agreement Maximum Compensation: $0.00
Total Previously Encumbered to Date: $0.00-
Encumbrance this Service Order: $0.00
Total Liquidated Encumbrance: $0.00
Master Agreement Unencumbered Balance: $0.00
Account o.:
Project Manager: Date:
APPROVALS
Consultant: Date:
CIP Manager: Date:
Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above fund
for the above contract as estimated and that fund are available as of this date of signature.
City Finance: Date:
Management Analyst
City of Cupertino
Master Agreement Page l of 1 Service Order No.
EXHIBIT C
COMPENSATION
Capitalized terms zvhidt vire defined in the Agreement have the same meaning in this Exhibit C.
The City will compensate the Consultant for satisfactory performance of duly authorized
Services,based on the hourlyrate(s) set forth below.The hourly rates are deemed to include all
casts 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,
vehicle,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.
Consultant Hourly Rates.
Principal/President $ 175
Project Manager $ 150
Cost Estimating/Scheduling
Construction Specialist $ 150
Job Captain $ 135
Architectural Staff $ 125
Architectural Drafting $ 115
Administrative Staff $7
Architectural Interns $50
HS Interns $20
Reimbursable Expenses:
Reimbursable expenses include the cost of items,other than direct labor, specifically required to
perform the Services, excluding normal business operating expenses and overhead,which are
included in the direct hourly rates set forth above.City will compensate Consultant for such
reimbursable expenses only with prior written authorization by the individual designated as
the City Representative in Section 8 Project Coordination, of the Agreement. The City will
reimburse the Consultant for allowable reimbursable expenses for the documented actual cast
only, with no surcharge or markup for Consultant administration.Reimbursable expenses must
be separately identified on the Consultant invoice and documentation of each reimbursable
expense must be submitted to the City upon request and maintained as required.under Section
18,Records, of the Agreement.Allowed reimbursable expenses include,but are not limited to.
Bartos Architects Exhibit C
Master Agreement for Professional Design Services PAGE 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
Bartos Architects Exhibit C
Master Agreement for Professional Design Services PAGE 2 QP 2
EXHIBIT
Insurance Requirements
Design Professionals & Consultants Contracts
Consultant shall procure prior to commencement of Services and maintain for the duration of the contract at
its own cast and expense, the following insurance policies and coverage with companies doing business in
California and acceptable to City.
INSURANCE POLICIES AND MINIMUMS REQUIRED
1 1: Commercial General Liability(CGL) for bodily injury,property damage, personal injury liability for
premises operations, products and completed operations, contractual liability, and personal and
advertising injury with limits no less than $2,000,000 per occurrence (ISG Form CG 00 01). If a
general aggregate limit applies, either the general aggregate limit shall alrply separately to this
project/location(ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit.
a. It shall be a requirement that any available insurance proceeds broader than or in excess of the
specified minimum insurance coverage requirements and/or limits shall be made available to the
Additional Insured and shall be(i)the minimum coverage/limits specified in this agreement;or(ii)the
broader coverage and maximum limits of coverage of any insurance policy, whichever is greater.
b. Additional Insured coverage under Consultant's policy shall be"primary and non-contributory,"
will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO
Form CG 20 03 (04/13):
c. The limits of insurance required may be satisfied by a combination of primary and umbrella or
excess insurance, provided each policy complies with the requirements set forth in this Contract. Any
umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage
shall also apply on a primary and non-contributory basis for the benefit of City before the City's own
insurance or self-insurance shall be called upon to protect City as a named insured.
�/'2. Automobile Liability; ISO CA 00 01 covering any auto (including owned, hired,and non-awned
autos)with limits no less than$1,000,000 per accident for bodily injury and property damage.
V3, Workers'Compensation: As required by the State of California,with Statutory Limits and
Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease.
k L7 Not required. Consultant has provided written n ver-freation of no employees.
/4 Professional Liability for professional acts, errors and onsssions, as appropriate to Consultant's
profession, with limits no less than $2,000,000 per occurrence or$2,000,000 aggregate. If written on a
claims made form:
a The Retroactive Date must be shown and must be before the Effective Date of the Contract.
Insurance must be maintained for at least five(5)years after completion of the Services.
c. If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with
a Retroactive Date prior to the Contract Effective Date,the Consultant must purchase"extended
reporting"coverage for a minimum of five(5) years after completion of the Services.
OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:
Exh,D-Insurance Requirements for Design Professionals&Consultants Contracts Foran Updated Feb. 2018
1,
{Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers
("Additional Insureds")are to be covered as additional insureds on Consultant's CGL policy. General
Liability coverage can be provided in the form of an endorsement to Consultant's insurance tat least as broad
as ISO Forrn CG 20 10(It/85)or both CG 20 10 and CG 20 37 forms,if later editions are used).
Printaty Coverage
Coverage afforded to City/Additional Insureds shall be primary instuance. Any insurance or self-insurance
maintained by City; its officers, officials; employees, or volunteers shall be excess of Consultant's insurance
and shall not contribute to it.
Notice of Cancellation
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written
notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums.
Waiver of.Subrogation
Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the
extent said losses are covered by the insurance policies required herein. Specifically, the Workers'
Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed
by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not
the City has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self-Insured Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At City's option,
either` the insurer must reduce or eliminate the deductible or self-insured retentions as respects the
City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related
investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to
provide, that the self-insured retention may be satisfied by either the insured or the City.
Acceptability of Insurers
Insurers must be licensed to do business in California with an A.M.Best Rating ofA-VIII orbetter.
Verification oj'Coverage
Consultant must furnish acceptable insurance certificates and mandatory endorsements for copies of the policies
effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of
the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right
to demand verification of compliance at any time duringthe Contract term.
Subconsultants
Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of
this Contract,including naming the City as an additional insured on subconsultant's insurance policies.
Higher Insurance Liaatits
If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be
entitled to coverage for the higher insurance limits maintained byConsultant.
Adequacy of Coverage
City reserves the right to modify these insurance requirements/coverage based on the nature of the risk,prior
experience, insurer or other special circumstances,with not less than ninety(90)clays prior written notice.
Exh.D-Insurance Repirenrents for Design Professionals&Consultants Contracts Form Updated Feb. 2018
2
BARTARC-01 JACKSONNA
CERTIFICATE LIABILITY INSURANCE
DATE(MM/DDIYYYY)
12/1112018
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER;
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION 1S 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 License.#OE67768 CONTACT Naomi Jackson
NAME:
IOA Insurance Services PHONEFAX
3875 Hopyard Road (A/c,No,Ext):(925)660-3998
Suite 200 ADDARESS.Naomi.Jackson@ioausa.Com
Pleasanton,CA 94588 —
INSURERS AFFORDING COVERAGE NAIL#...
INSURERA.:Travelers Indemnity Company of Connecticut 125682
INSURED INSURER B:Travelers Property Casualty Company of America 125674
Bartos Architecture,Inc. INSURER c;Atlantic Specialty Insurance Company_27154
1730 So.AmphlettBlvd.
Suite:225 INSURER D:
San Mateo,CA 94402 INSURER E:
INSURERF:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATEMAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS`SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR. ADDL SUBR POLICY EFF POLICY EXP
LTRTYPE OF p POLICY NUMBER Dp LIMITS.
A X COMMERCIAL GENERAL LIABILITYEACH OCCURRENCE $ 2'1000,00
CLAIMS-MADE [X]OCCUR 680OJ492778(l 0411612018 04/161201 AMAGE To RENTED "1;000;0tf0
PREMISES Ea occurrence $
MED EXP(Any oneperson) $. 10,000
. .PERSONAL&ADV INJURY $. 2'__0"'09
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ f 4°0001000
POLICY® PE° 1:1 LOC PRODUCTS-COMP/OP AGG $ 00
OTHER: $:
A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT210001000
(Ea accident) $
ANY AUTO 680OJ492778 041161201$ 44/16/2019 BODILY INJURY Perperson) $
OWNED SCHEDULED -- w
AUTOS ONLY AUTOS BODILY INJURY Per accident $
AUTOS ONLY. X AUUTOS ONLY PP Or accede DAMAGE $
B X UMBRELLA LIAB X. .00CUR EACH OCCURRENCE $. 1.50005000
EXCESS LIAB CLAIMS-MADE CUP3E659557 04/16/2018 04/16/2019 AGGREGATE $ 1,000;000
DED I X I RETENTION$ 10,000
B WORKERS COMPENSATION X STATUTE ETH
AND EMPLOYERS'LIABILITY Y/N UB2K995697( 04116/2018 04/1612019 1,0005000
ED?
ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACHACCIDENT $
FFICER/MEMBER EXCLUDEN./A —.__110D0s000
Mandatory in NH) E.L.DISEASE-EA EMPLOYE $
If yes,describe under 110001000
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT
A Business Personal 680OJ492778 04/16/2018 0411612019 'Property 41,009
C Professional Liab. DPL669017 04/16/2018 04116/2019w Aggregate 2 000,000,
DESCRIPTION OF OPERATIONS/LOCATIONS t VEHICLES (ACORD 101,Additional Remarks Schedule,may be:attachedif morespace is required)
Re:Professional Design Services for Various Capital Improvement Projects.
All operations of the Named Insured,including the aforementioned project,if any.
General Liability: City of Cupertino;its City Council,boards and commissions;officers,employees and volunteers as Additional Insured on Primary&
Non-Contributory basis with Waiver of Subrogation included,as required by written contract.
Workers'Compensation: Waiver of Subrogation is in favor of City of Cupertino,its City Council,boards and commissions,officers,employees and
volunteers,as required by written contract.
Hired&Non-Owned Auto Liability includes Blanket Additional Insured and Blanket Waiver of Subrogation:
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Cupertino
Attn:Alex Acenas; AUTHORIZED REPRESENTATIVE
Public Works Project Manager
10300 Torre Avenue
Cupertino.CA 95014
ACORD 25(2016/03) O 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
Policyf#680OJ4927)78
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED
(ARCHITECTS, ENGINEERS AND SURVEYORS)
This endorsement modifies insurance provided Linder the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
11. The following is added to SECTION 11 — WHO IS lh, This insurance does not apply to "bodily
ASI INSURED: injury" or "property damage" caused by "your
Any person or organization that you agree in a work" and included in the '"products
'"written contract requiring insurance"to include as completed operations hazard" unless the
an additional insured on this Coverage Part, but; "written contract requiring insurance"
specifically requires you to provide such
a. Only with respect to liability for "bodily injury", coverage for that additional insured, and then
"property damage"or"personal injury"; and the insurance provided to the additional
b. If, and only to the extent that, the injury or insured applies only to such "bodily injury" or
damage is caused by acts or omissions of „property damage" that occurs before the end
you or your subcontractor in the performance of the period of time for which the "written
of "your work" to which the "written contract contract requiring insurance" requires you to
requiring insurance" applies, or in connection provide such coverage or the end of the
with premises owned by or rented to you, policy period, whichever is earlier.
The person or organization does not qualify as an 1 The following is added to Paragraph 4.a, of
additional insured: SECTION IV — COMMERCIAL GENERAL
c. With respect to the independent acts or LIABILITY CONDITIONS:
omissions of such person or organization; or The insurance provided to the additional insured
d. For "bodily injury", "property damage" or is excess over any valid and collectible other
"'personal injury" for which such person or insurance, whether primary, excess, contingent or
organization has assumed liability in a on any other basis, that is available to the
contract or agreement. additional insured for a loss we cover. However, if
you specifically agree in the "written contract
The insurance provided to such additional insured requiring insurance" that this insurance provided
is limited as follows: to the additional insured under this Coverage Part
e. This insurance does not apply on any basis to must apply on a primary basis or a primary and
non-contributory basis, this insurance is primary
any person or organization for which to other insurance available to the additional
coverage as an additional insured specifically
is added by another endorsement to this insured which covers that person or organizations
Coverage Part. as a named insured for such loss, and we will not
share with the other insurance, provided that:
If. This insurance does not apply to the (1) The "bodily injury" or "property damage" for
rendering of or failure to render any which coverage is sought occurs:and
"professional services". (2) The "personal injury" for which coverage is
g. In the event that the Limits of Insurance of the sought arises out of an offense committed;
Coverage Part shown in the Declarations
exceed the limits of liability required by the after you have signed that "written contract
"written contract requiring insurance", the requiring insurance". But this insurance provided
insurance provided to the additional insured to the additional insured still is excess over valid
shall be limited to the limits of liability required and collectible other insurance, whether primary,
by that "written contract requiring insurance". excess, contingent or on any other basis, that is
This endorsement does not increase the available to the additional insured when that
limits of insurance described in Section III — person or organization is an additional insured
Limits Of Insurance, under any other insurance,
CG D3 81 09 15 @ 2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 2
Includes the copyrighted material of Insurance Services Office,Inc.,with its permission
COMMERCIAL GENERAL LIABILITY
3. The following is added to Paragraph 8., Transfer 4. The following definition is added to the
Of Rights Of Recovery Against tethers To Us, DEFINITIONS Section;
of SECTION IV -- COMMERCIAL GENERAL Written contract requiring insurance means that
LIABILITYCONDITIONS: part of any written contract under which you are
We waive any right of recovery we may have required to include a person or organization as an
against any person or organization because of additional insured on this Coverage Part,
payments we make for "bodily injury" "property provided that the "bodily injury„ and "property
damage" or "personal injury" arising out of"your damage"" occurs and the "personal injury" is
work" performed by you, or on your behalf, done
under a"written contract requiring insurance"with caused by an offense committed:
that person or organization. We waive this right a. After you have signed that written contract;
only where you have agreed to do so as part of b, While that part of the written contract is in
the "written contract requiring insurance" with effect„ and
such person or organization signed by you
before, and in effect when, the "bodily injury" or c. Before the end of the policy period,
"property damage"occurs, or the"personal injury"
offense is committed.
Page 2 of 2 ci 2015 The Travelers indemnity Company,All rights reserved. CG D3 81 09 15
Includes the copyrighted material of Insurance Services Office,inc.,with Its permission
Al"
WORKERS COMPENSATION
AND
TRAVELERS
ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY
HARTFORD CT 06183
END.ORSEMEN,T WC 99 03 76 { A) 001
POLICY NUMBER: UB-2K9956.9 7)18-47-G
WAIVERI TO RECOVER FROM OTHERS
ENDORSEMENT-- CALIFORNIA
(BLANKETWAIVER)
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule.
The additional premium for this endorsement shall be 2.00 % of the California workers' compensation pre-
mium,
Schedule
Persson or Organization Job Description
ANY PERSON OR ORGANIZATION FOR ARCHITECTS
WHICH THE INSURED HAS AGREED
BY WRITTEN CONTRACT EXECUTED
PRIOR TO LOSS TO FURNISH THIS
WAIVER.
INCLUDING:
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise
stated.
(The information below is required only when this endorsement is issued subsequent to preparation of
the policy.)
Endorsement Effective Policy No. Endorsement No.
Insured BARTOS ARCHITECTURE, INC. Premium
Insurance Company Countersigned by
DATE OF ISSUE: 02-20-18 ST ASSIGN: Page 1 of 1