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19-168 Underwood & Rosenblum, Inc., Design Professional Services Agreement, Blackberry Farm Entrance Rd Improvements CITY OF 94 DESIGN PROFESSIONAL SERVICES AGREEMENT (MASTER) WITH UNDERWOOD AND ROSENBLUM,INC. - CIVIL ENGINEERS C U P E RT I N O AND SURVEYORS 1. PARTIES This Master Agreement is made and entered into as of October 1, 2019 ("Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and UNDERWOOD AND ROSENBLUM, INC. ("Consultant"), a Corporation for Blackberry Farm Entrance Road Improvements ("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 procedures. 2.2 Service Orders.Before issuing a Service Order the City Director/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 execute a Service Order using the Service Order Form attached and incorporated here as Exhibit B.Each Service Order will specify its scope of services, deliverables, schedule of performance, compensation and any other applicable terms. Issuance of a Purchase Order is discretionary and the Director/Designee may streamline these procedures, e.g., conferring by telephone instead of a meeting, if it is in the City's best interests. Consultant will not be compensated for Services performed without a duly executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on October 1,2021 ("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 or mitigate delays. If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City's Notice to Proceed ("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 all the Services required in this Agreement and in each Service Order. Consultant must have sufficient time, resources and qualified staff to deliver the City Project Blackberry Farm Entrance Road Improvements Master Design Professional Agreement/Rev.May. 2018 Page 1 of 10 CONTRACT Services on time. Consultant must respond promptly to the City's Service Orders and any change orders that may be issued. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $150,000 ("Contract Price"),based on the budget and rates set forth in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. f 1 4.2 Invoices and Payments. City will pay Consultant 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. I i All hourly rates and allowable expenses must conform to City-approved rates set forth in Exhibit C. 4.3 Final Payment. At least 30 days prior to end of the Agreement, Consultant must submit a requisition for final and complete payment of costs and any pending claims for City approval. Noncompliance with this requirement relieves City of further payments/obligations under the Agreement. 5. INDEPENDENT CONSULTANT 5.1 Status. Consultant is an independent Consultant and not an employee,partner, or joint venture of City. Consultant is solely responsible for the means and methods of performing the Services and for 1 the persons hired to work under this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's performance of the Services. Consultant is not entitled to health, worker's compensation or other benefits from City. i 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. i 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 i they have procured a City Business License. I i I City Project Blackberry Farm Entrance Road Improvements Master Design Professional Agreement/Rev.May.2018 Page 2 of 10 CONTRACT 5.4 Subconsultants. Unless prior written approval from City is obtained, only Consultant's employees and Subconsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all Subconsultants to furnish proof of insurance for workers' compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all Subconsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all the tools,materials and equipment required to perform the Services. 5.6 Payment of 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 of this 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 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 MATERLILLS i 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. I 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 shall constitute City property. If it is determined under federal law that the Work Product is not"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 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. I City Project Blackberry Farm Entrance Road Improvements Master Design Professional Agreement/Rev.May. 2018 Page 3 of 10 CONTRACT 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and Subconsultants to execute or implement any of the following,but Consultant shall not be responsible or liable for City's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar I items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures.The records must include detailed information about Consultant's performance,benchmarks and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of 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 good 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 null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. j 10. PUBLICITY/SIGNS 1 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 Project possible. The words "City of Cupertino" shall be displayed in all pieces of publicity, including flyers,press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be i City Project Blackberry Farm Entrance Road Improvements Master Design Professional Agreement/Rev.May.2018 Page 4 of 10 CONTRACT posted, exhibited or displayed on or about City property, except signage required by law or this Agreement without prior written approval from City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel,Consultant agrees to indemnify, defend, and hold harmless the City, 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 from and 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 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 and 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 from and against any claim involving intellectual property, infringement or violation of a United States patent right or copyright, trade secret,trademark, or service mark or other proprietary or intellectual property rights,which arises out of,pertains to, or relates to Consultant's negligence,recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation. C. Claims for Other Liability. For all other liabilities not included in provisions"b"and "c"above, Consultant shall indemnify, defend, and hold harmless the Indemnitees against any and all liability, claims, 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. 11.3 If this Agreement is entered into or amended on or after January 1,2018, Consultant's duty to pay for any of Indemnitees' defense related costs will be limited 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. City Project Blackberry Farm Entrance Road Improvements Master Design Professional Agreement/Rev.May.2018 Page 5 of 10 CONTRACT 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences,Consultant shall furnish City with proof of compliance with { City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until it has approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage.Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. i 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 1 conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law,rule or regulation. 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a"public works"component,Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City's Labor Compliance Program, and with state labor laws pertaining to working days, overtime, payroll records and DIR Registration and Oversight. If the Contract Price is$30,000 or more,Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Consultant shall comply with all anti-discrimination laws, including j Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Consultant understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. j i 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 i i City Project Blackberry Farm Entrance Road Improvements Master Design Professional Agreement/Rev.May. 2018 Page 6 of 10 CONTRACT conflict of interest form if Consultant makes certain 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 performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant agrees to abide by City policies and administrative rules prohibiting gifts to City officials and employees. 13.6 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 under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Mellownie Salvador , who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City approval, the Consultant's Project Manager for all purposes under this Agreement will be Frank Rosenblum , who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance,and providing regular updates to the City's Project Manager on the Project status,progress, and any delays.City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. i 15. ABANDONMENT OF PROJECT 1 City may abandon or postpone the Project with thirty (30) calendar days' written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs,which may not exceed ten percent (10%) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty(30)calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination,but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. City Project Blackberry Farm Entrance Road Improvements Master Design Professional Agreement/Rev.May. 2018 Page 7 of 10 CONTRACT 17. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration,the arbitrator's award must be supported by law I and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City files a complaint or cross-complaint,or pursues arbitration,appeal,or other proceeding to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This attorney fee provision does not apply to legal actions initiated by Consultant or Subconsultant. This Section survives termination of this Agreement. i 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER 1 Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant or condition, or a subsequent breach, whether of the same or a different character. 21. ENTIRE AGREEMENT This Agreement 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 a required provision. I 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. City Project Blackberry Farm Entrance Road Improvements Master Design Professional Agreement/Rev.May. 2018 Page 8 of 10 CONTRACT 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid,illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling.All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. i 26. NOTICES i All notices,requests and approvals must be sent in writing to the persons below,which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail,postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino To Consultant: Underwood&Rosenblum,Inc. 10300 Torre Ave. 1630 Oakland Road,Suite A114 Cupertino CA 95014 San Jose,California 95131 Attention: Mellownie Salvador Attention: Frank Rosenblum Email: MellownieS(a,Cupertino.org Email: Frank@uandr.coni 27. VALIDITY OF CONTRACT 1' This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee, and is approved for form by the City Attorney's Office. 28. EXECUTION I The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has full right,power,and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement,which constitutes a legally binding obligation j 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. City Project Blackberry Farm Entrance Road Improvements Master Design Professional Agreement/Rev.May.2018 Page 9 of 10 CONTRACT IN WITNESS WHERE the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTINO Underwood&Rosenblum,In . A Municipal Co tion (Z2 By By �-- Name Frank Rosenblum � Name Roger Le j Title President Title Director of Public Works Date /0 9 42-0 19 Date la ►o I`I Tax I.D. No.:94-25171 s1 APPROVED AS TO FORM: EST: j HEATHER M. MINNER GRACES �IDT Cupertino City Attorney City Clerk City Project Blackberry Farm Entrance Road Improvements Master Design Professional Agreement/Rev. Allay. 2018 Page 10 of 10 CONTRACT EXHIBIT A SCOPE OF SERVICES FOR CIVIL ENGINEERING MASTER AGREEMENT The CONSULTANT shall provide to the CITY's Department of Public Works Civil Engineering consulting services for various CITY projects. 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 1 A. The CONSULTANT shall perform all services to the satisfaction of the CITY'S Director. I B. All of the services furnished by the CONSULTANT under this AGREEMENT shall be of the currently prevailing professional standards and quality which prevail among Civil Engineering consultants of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. All documentation prepared by CONSULTANT shall provide for a completed project that conforms to all applicable codes, rules, regulations and guidelines which are in effect at the time such documentation is prepared. C. All work performed under this AGREEMENT shall be authorized by a specific Service Order. Each Service Order given by CITY shall detail the nature of the specific services to be performed by the CONSULTANT, the time limit within which such services must be completed and the compensation for such services. Such details shall include a description of the project for which CONSULTANT shall perform the services, the geographic limits of the project, the type and scope of services to be performed, the format and schedule for deliverables, the schedule of performance, and the schedule of compensation. CONSULTANT shall not perform any services unless authorized by a frilly executed Service Order. Any unauthorized services performed by CONSULTANT shall be at no cost to the CITY. z D. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. SUBCONSULTANTS will be identified on each Service Order and provide all required insurance as specified in this master agreement. E. CONSULTANT shall begin work under the service order only after receipt of the service order bearing the approval signature of the Director or the Director's designee and the signature of the City Attorney approving the service order as to form. Each authorized Service Order issued under this AGREEMENT by CITY shall be incorporated into the terms and conditions of this AGREEMENT. F. CITY will assign a Project Manager to facilitate each Service Order authorized under this AGREEMENT. CONSULTANT shall coordinate with the designated Project Manager on the performance of each Service Order. I City of Cupertino Exhibit A-Scope of Services Blackberry Farm Entrance Road Improvements Page 1 of 14 Underwood&Rosenblum g G. CONSULTANT shall be responsible for the coordination with CITY and federal, state and local agencies that are necessary for all services authorized under this AGREEMENT. SECTION 2. BASIC SERVICES. As authorized by a fully executed Service Order, CONSULTANT shall provide Civil Engineering services for various City Public Works Projects in accordance with the following: 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 team members shall be satisfactory to City. CONSULTANT shall not substitute any team members without the prior approval of City. City retains the right to reject 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 subconsultants and subcontractors. 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. i B. Specific Performance Requirements For each assigned Project, CONSULTANT may provide any or all of the following tasks and j subtasks, as is required for the specific Project: Task 1.0 Pre-Design Studies I 1.01 Project Analysis: For budget programming purposes, analyze the Project proposal to j identify and describe initial Project goals and objectives, develop a scenario to address j Project goals and objectives, Project delivery process, and cost estimate to deliver the proposed Project. 1.02 Feasibility Study: Perform a Feasibility Study for the proposed Project. Study will f include a professional analysis of the ability of the agency to provide the desired improvements/outcomes within the available budget, and considering other defined constraints such as right-of-way. Other factors to be considered include constructability, City of Cupertino Exhibit A-Scope of Services Blackberry Farm Entrance Road Improvements Page 2 of 14 Underwood&Rosenblum time to design and construct, and environmental impacts. Study will also include the outcome of the proposed improvements including traffic impacts, maintenance implications, cost to construct, cost of right of way acquisition, conformance with the General Plan, construction impacts, impacts to specific properties, and other information that will assist the City in determining whether or not to construct the Project. 1.03 Meetings: Participate in five (5)team meetings with representatives of the City during the Feasibility phase and provide written meeting minutes to the City within two (2) business days. 1.0 Deliverables: (all deliverables digital unless otherwise noted) 1.01 Project Analysis Report(including Project Alternatives Analysis, Preliminary Construction Cost Estimate) 1.02 Feasibility Report 1.03 Meeting Notes Task 2.0 Data Collection 2.01 Existing 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(s), 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 Utility Coordination: Coordinate with all utility owners who may have facilities within j the Project area or that may be impacted by the Project work. Transmit preliminary plans for the identification of potential conflicts. Coordinate potholing by utility companies and owners as required. 2.05 Field Survey: Perform field survey of existing control and monumentation. Locate existing survey monuments and accessible property corners and compute the existing j right-of-way based on boundary evidence, records maps, and preliminary title reports. Prepare a calculated base map of the existing record right-of-way for use in design. 2.06 Topographic Survey: Perform field Topographic Survey to obtain locations of utility surface facilities, inverts of accessible storm drain manholes, inlets, and sanitary sewer manholes. Obtain location and sizes of all trees and other existing features that may impact the Project design. I City of Cupertino Exhibit A-Scope of Services Blackberry Farm Entrance Road Improvements Page 3 of 14 Underwood&Rosenblum I 2.07 Geotechnical Report: Perform a geotechnical field investigation and soil boring, perform laboratory testing and prepare a geotechnical report that includes boring logs and recommendations for grading, pavement structural sections, foundations, and slope stability as well as trench excavation and backfill requirements as appropriate for the Project work. Investigation may also include percolation and other tests related to storm water treatment/C3 requirements. 2.0 Deliverables: (all deliverables digital unless otherwise noted) 2.01 Source Document Listing 2.02 Proposal of Additional Investigative Actions I 2.03 Details of Problematic Data 2.04 Summary of Utility Companies Contacted and Actions Taken 2.05 Scaled Base Map in AutoCAD (current version)Format 2.06 Project Area Surface Features Added to Base Map in AutoCAD Format 2.07 Geotechnical Report Task 3.0: Preliminary(35%) Design i 3.01 Meetings: Participate in two (2) design team meetings with representatives of the City during the Preliminary Design phase and provide written meeting minutes to the City within two (2) business days. a 3.02 Alternatives Analysis: Provide alternatives to accomplish the Project goals and objectives. Include a comparison of the alternatives that includes, at a minimum, achievement of goal(s), construction cost, maintenance implications/costs, energy use, construction impacts, and time to construct. Include identification of agencies or jurisdictions that would need to be coordinated with for each alternative. 3.03 Preliminary Plans: Prepare Preliminary Design Plans and submit them to the City for review and comment. The plans shall be prepared digitally using current AutoCAD software. The plans shall be formatted per City standards and submitted with other Preliminary Design Documents as noted below. The Preliminary Plans will include the major items of work needed to accomplish the Project goals. The sheets to be provided for this Preliminary Plan submittal may include: I • Title/Index Sheet • Demolition Plans City of Cupertino Exhibit A-Scope of Services Blackberry Farm Entrance Road Improvements Page 4 of 14 Underwood&Rosenblum I I • Improvement Plans • Typical Cross Sections • Preliminary Street Alignment Plans and Profiles • Preliminary Utility Plans , • Striping Plans i • Planting , • Details 3.04 Preliminary Estimate: Prepare a Preliminary Estimate of Probable Construction Cost based on items and quantities of work shown on the Preliminary Plans and other anticipated improvements. Prices will be based on the magnitude of the quantities and the CONSULTANT'S experience with similar local projects and engineer's judgment. 3.0 Deliverables: (all deliverables digital unless otherwise noted) 3.01 Meeting Notes 3.02 Project Alternatives Analysis 3.03 Preliminary Plans 3.04 Preliminary Construction Cost Estimate Task 4. 0 Construction Document Development 4.01 Meetings: Participate in two (2)design team meetings with representatives of the City during the Construction Document phase and provide written meeting minutes to the City within two (2)business days. 4.02 65% Construction Documents: The 65%Construction Documents shall be a refinement of the Preliminary Design documents and are to be based on comments received for the Preliminary review. The 65%Plans, Draft Technical Specifications, and 65% Cost Estimate shall be submitted together. j , 4.03 65% Plans: Prepare 65%Design Plans and submit them to the City for review and comment. 65%plans shall include any sheets not previously submitted(erosion control, draft details, etc.). Advance the design to the point that all major design issues and solutions are represented in the plans. The following types of plans may be prepared: • Title Sheet, Legend and Notes • Typical Cross Sections City of Cupertino Exhibit A-Scope of Services Blackberry Farm Entrance Road Improvements Page 5 of 14 Underwood&Rosenblum • Demolition Plans • Street Improvement Plans and Profiles • Utility Plans and Profiles • Construction Details • Traffic Handling and Construction Area Signs • Signing and Striping Plans • Erosion Control Plans • Cross Sections 4.04 Draft Technical Specifications: Prepare Draft Technical Specifications and submit them to the City for review and comment. The Technical Specifications are to reference City or Caltrans Standard Specifications for the various items of work, including measurement and payment provisions. 4.05 65% Cost Estimate: Prepare a 65%Estimate of Probable Construction Cost based on items and quantities of work shown on the 65%Plans and other anticipated improvements. Prices will be based on the magnitude of the quantities and the CONSULTANT's experience with similar local projects and engineer's judgment. 4.06 95% Construction Documents: The 95% Construction Documents shall be a refinement of the 65%Design Documents and are to be based on comments received for the 65%review. The 95%Plans,Final Technical Specifications, and 95%Cost Estimate shall be submitted together. I 4.07 95% Plans: Prepare 95%Design Plans and submit them to the City for review and comment. 4.08 Final Technical Specifications: Update the Draft Technical Specifications and submit the Final Technical Specifications to the City for review and comment. The technical specifications are to reference City or Caltrans Standard Specifications for the various items of work, including measurement and payment provisions. 4.09 95% Cost Estimate: Prepare a 95%Estimate of Probable Construction Cost as needed based on items and quantities of work shown on the 95%Plans and other anticipated improvements. Prices will be based on the magnitude of the quantities and the CONSULTANT'S experience with similar local projects and engineer's judgment. 4.0 Deliverables: (all deliverables digital unless otherwise noted) 4.01 Meeting Notes City of Cupertino Exhibit A-Scope of Services Blackberry Farm Entrance Road Improvements Page 6 of 14 Underwood&Rosenblum i 4.03 65%Design Plans 4.04 Draft Technical Specifications 4.05 65%Construction Cost Estimate 4.07 95%Design Plans 4.08 Final Technical Specifications 4.09 95% Construction Cost Estimate Task 5.0: Final (100%) Construction Documents 5.01 100% Construction Documents: The 100% Construction Documents shall address any comments received for the 95%review. The 100%Plans, Technical Specifications, and Cost Estimate shall be submitted together on digital media, either a flash drive or a CD/DVD. In addition,provide two (2) complete wet signed, stamped sets of Construction Documents and Technical. The submitted documents shall be in reproducible, hard copy format. City will review the 100% Construction Documents for confirmation that responses to all previously provided comments are appropriately integrated. CONSULTANT is to make any changes to the 100%plans that are requested by City. 5.02 100% Plans: Prepare 100%Design Plans and submit them to the City. 5.03 100% Technical Specifications: Update the Final Technical Specifications and submit the 100%Technical Specifications to the City. 1 5.04 100% Cost Estimate: Prepare a 100%Estimate of Probable Construction Cost as needed !, based on items and quantities of work shown on the 100%Plans 5.0 Deliverables: (all deliverables digital unless otherwise noted) 5.02 100%Plans (digital+hard copies) 5.03 100%Technical Specifications (digital+hard copies) 5.04 100%Cost Estimate (digital+hard copies) Task 6.0: Bid and Award Support 6.01 Bid Period Assistance: Provide the following bid phase services, at the City's request, through award of the construction contract: f a. Attend the general contractor pre-bid meeting. City of Cupertino Exhibit A-Scope of Services Blackberry Farm Entrance Road Improvements Page 7 of 14 Underwood&Rosenblum b. Assist City in responding to bidders' questions and incorporation them in an addendum. c. Assist in the review and processing of substitution submittals during Bid phase. 6.02 Addenda Preparation: As requested by City,prepare addenda to Project documents including,but not limited to, new or revised Plans, new or revised Technical Specifications and/or removal of items from the Project Plans and/or Specifications and responding to questions and providing clarifications. V 6.03 Project Document Conformance: Update the Construction Document package to include all addenda issued during the Bid process and submit a Conformed Set of Drawings and j Specifications to the City within ten(10) days of the contract award. 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. In addition,the CONSULTANT shall provide complete electronic format Conform Set Construction Documents and Technical Specifications in 1) native file formats (AutoCAD, MS Word) and 2)pdf on a CD/DVD or flash drive media. 6.0 Deliverables: (all deliverables digital unless otherwise noted) 6.01b Written response to Bidders' questions 6.01c Written evaluation of substitution submittals 6.02 Project Addenda j I 6.03 Conformed Project Documents Task 7.0: Construction Support I 7.01 Submittal Review: Review and approve or reject the 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 CONSULTANT shall maintain a detailed record of all submittals and content supplied by the Contractor. 7.02 Requests for Information: Review Contractor Requests for Information (RFI) and provide a written response to the Contractor with a copy to the City, within five (5)working days of receipt. The CONSULTANT's response may provide,with advance City approval, i supplemental drawings and/or specifications necessary to clarify the RFI. 7.03 Change Orders: Review and advise the City on requests by the City or Contractor for changes in the construction of the Project. The CONSULTANT shall review City prepared City of Cupertino Exhibit A-Scope of Services Blackberry Farm Entrance Road Improvements Page 8 of 14 Underwood&Rosenblum Contract Change Orders and, 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 Site Meetings: Attend up to two (2) site meetings in the Construction phase and provide meeting minutes to the City within two (2) business days. 7.05 Prepare As-Built: CONSULTANT to prepare final As-Built documents from Contractors mark ups and other contract changes. 3 7.0 Deliverables: (all deliverables digital unless otherwise noted) 7.01 Responses to submittals, submittal log 7.02 Responses to Requests for Infomation 7.03 Review comments for City prepared Change Orders 7.04 Meeting Minutes 1 7.05 As-Builts Other Tasks/Services that may be assigned per Project needs: • Plan line study • Corridor study • Community Outreach Support/Design Visualization • Utility Coordination • Permit Acquisition • Traffic Signal Design • Street Lighting Design • Structural Design i • Green Street Infrastructure Design • Complete Street Roadway Design • Environmental Engineering • Storm Water Conveyance and Treatment Design City of Cupertino Exhibit A-Scope of Services Blackberry Farm Entrance Road Improvements Page 9 of 14 Underwood&Rosenblum • Fiber Optic/Communication Design • Aerial Photometric Survey • Legal Descriptions and Plat Maps • Planting and Irrigation Design i • Roadway Aesthetic Treatments I Task 8.0: Additional Services i 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 f in Exhibit C. 1 i END OF EXHIBIT i i i i i i I i i i i City of Cupertino Exhibit A-Scope of Services Blackberry Farm Entrance Road Improvements Page 10 of 14 Underwood&Rosenblum EXHIBIT B SERVICE ORDER PROCESS The CONSULTANT shall provide services under this Master Agreement on an "as needed" basis and only (1) upon written request from the CITY's Director of Public Works or authorized Agent as defined in Article 11 of the Master Agreement, Project Coordination, and (2) as defined in a fully executed Service Order. SECTION 1 - SERVICE ORDER INITIATION I i I A. The City Public Works Director or his designee shall provide written request for CONSULTANT services as defined in this agreement. The CONSULTANT and City shall meet to discuss the services after which the CONSULTANT shall provide a written proposal including specific scope of services, performance schedule, and compensation to the City. Scope of Services will reference Tasks from Exhibit A where possible. B. The City and CONSULTANT shall discuss the proposal in detail and agree upon the terms of the Service Order. { i C. The City shall prepare a Project Service Order consistent with the City's standard form, Service Order, and Attachment A. The Service Order shall, at a minimum, include (1) specific scope of services, deliverables, schedule of performance, and compensation. SECTION 2- SERVICE ORDER EXECUTION D. Both parties shall execute the Service Order as evidenced by the signatures of the authorized representatives defined in Article 11 of the Master Agreement, Project Coordination, and the date signed. E. The CONSULTANT shall begin work on the scope of services only after receipt of a fully j executed authorized Service Order defining those services. CONSULTANT understands and agrees that work performed before the date of the authorized Service Order or outside the scope of services once a Service Order is signed and authorized shall be at no cost to the City. I F. The maximum compensation authorized by a single Service Order and/or the aggregate of Service Orders shall not exceed the maximum compensation set forth in Article 4 of the ! Master Agreement. END OF EXHIBIT City of Cupertino Exhibit B-Service Order Process Blackberry Farm Entrance Road Improvements Page 11 of 14 Underwood&Rosenblum EXHIBIT C COMPENSATION The City shall compensate the CONSULTANT according to the hourly rate(s) stated in this Exhibit which shall remain in effect for the Master Agreement schedule of performance unless changed by written amendment to the Master Agreement. Each authorized Service Order under this Master Agreement shall identify the method of compensation consistent with the scope of services provided by the CONSULTANT. In any case,the j CONSULTANT's total payment for each authorized Service Order shall not exceed the maximum compensation identified in that Service Order, unless authorized by a written amendment executed by the City and the CONSULTANT, and the total compensation for all authorized Service Orders j shall not exceed the maximum compensation stated in Article 4, CONSULTANT Compensation, of the Master Agreement. I Work exceeding the total authorized amount for a Service Order or the total compensation for the Master Agreement shall be at no cost to the City. CONSULTANT Hourly Rate(s) I The CONSULTANT shall be compensated according to the following hourly rate(s) for all work performed under authorized Service Orders: CONSULTANT's Rates: Hourly Rates I Labor Category Master Agreement Hourly Rate Principal Engineer $ 220.00 Principal Land Surveyor 220.00 Senior Engineer 190.00 Associate Engineer/Assoc. Land Surveyor 160.00 Assistant Engineer/Surveyor 140.00 Engineering/Surveying Technician 120.00 Senior Drafter-Engineering 110.00 Senior Drafter-Surveying 110.00 Drafter-Engineering 100.00 Drafter-Surveying 100.00 City of Cupertino Exhibit C-Compensation Blackberry Farm Entrance Road Improvements Page 12 of 14 Underwood&Rosenblum Technician 90.00 Administrative Assistant 80.00 1-Person Field Survey 230.00 1-Person Field Survey Prevailing Wage 260.00 2-Person Field Survey Crew 330.00 2-Person Field Survey Prevailing Wage 390.00 3-Person Field Survey Crew 430.00 g 3-Person Field Survey Prevailing Wage 520.00 Expert Witness Testimony 380.00 Other Reimbursable Expenses $0.50 per mile - Automobile - Blueprints, Reproductions, Cost+ 15% Deliveries,Maps, Deeds, Documents, etc. I i 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 cost 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: • 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; City of Cupertino Exhibit C-Compensation Blackberry Farm Entrance Road Improvements Page 13 of 14 Underwood&Rosenblum • Safety equipment required by City policy or the project scope of services; • Mass mailing notifications; • Special expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental,tents or booths, easels,markers,paper,presentation equipment. Method of Payment { The CONSULTANT shall submit an invoice to the City by the 5th business day of each month that clearly identifies the work performed in the previous month and authorized reimbursable expenses. All invoices from CONSULTANT shall be addressed to City at: Attention: Mellownie Salvador City of Cupertino 10300 Torre Ave. Cupertino CA 95014-3255 E-mail: MellownieSgcupertino.ora 1 The invoice shall identify the applicable period of work, a description of the work performed j consistent with the Service Order scope of services, the number of hours, hourly rate, reimbursable expenses, Service Order maximum compensation, Service Order compensation to date including invoice number, total invoice amount for current invoice, Service Order maximum compensation balance remaining. All CONSULTANT payments shall be addressed to: i Underwood& Rosenblum, Inc. 1630 Oakland Road, Suite Al 14 San Jose, California 95131 Attention: Frank Rosenblum Email: frank a,uandr.com END OF EXHIBIT j i I i I City of Cupertino Exhibit C-Compensation Blackberry Farm Entrance Road Improvements Page 14 of 14 Underwood&Rosenblum EXHIBIT D 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 cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MI IM"S REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04)or it shall be twice the required occurrence limit. x a. It shall be a requirement that any available insurance proceeds broader than or in excess of the pecified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i)the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance,provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary 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. I� 2. Automobile Liability:ISO CA 00 01 covering any auto(including owned,hired, and non-owned I autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation:As required by the State of Ca lifornia,with Statutory Limits and , Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. O Not required. Consultant has provided written verification of no employees. i 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's A profession, with limits no less than $2,000,000 per occurrence or$2,000,000 aggregate. If written on a claims made form: j a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five(5)years after completion of the Services. c. If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date,the Consultant must purchase"extended reporting"coverage for a minimum of five(5)years after completion of the Services. OTHER INSURANCE PROVISIONS i The aforementioned insurance shall be endorsed and have all the following conditions and provisions: UNDERWOOD AND ROSENBLUM,INC. EXMBIT D Blackberry Farm Entrance Road Improvements—Feasibility Study I of 2 Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form 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(at least as broad as ISO Form CG 2010(11/85)or both CG 20 10 and CG 20 37 forms,if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insu„ nce. 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. i Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide,that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, orbetter. 1 Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time 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 Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained 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)days prior written notice. i UNDERWOOD AND ROSENBLUM,INC. EXHIBIT D Blackberry Farm Entrance Road Improvements—Feasibility Study 2 of 2 Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 2 AC" OR ® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 9/18/2019 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 IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Dealey, Renton&Associates PH Sean Kratz FAX P. 0. Box 12675 ONE E,tj, 510-465-3090 A/c No):510-452-2193 Oakland CA 94604-2675 ADDRESS: skratz@dealeyrenton.com INSURERS AFFORDING COVERAGE NAIC# INSURERA:Sentinel Insurance Co.LTD 11000 INSURED UNDERROSE Underwood&Rosenblum, Inc. INSURER B:Hartford Accident&Indemnitv 22357 INSURER Travelers Property Casualty Co ofAmeri 1630 Oakland Road, Suite A114 25674 San Jose CA 95131 INSURER D:Aspen American Insurance Company Y- INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER:2115509851 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NU ER MM/DDIYYYY MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 57SBWRI7385 V 2/11/2019 2/11/202 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X] PE� LOC PRODUCTS-COMP/OP AGG $2,000,000 \' OTHER: $ B AUTOMOBILE LIABILITY Y Y 57UEGZM2396 2/11/2019 2/11/202C7 COMBINED SINGLE LIMIT $1,000,000 / Ea accident Ix ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULEDBODILY INJURY Per accident $ AUTOS ONLYAUTOS ( )HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ A X UMBRELLA LIAB X OCCUR 57SBWRI7385 2/11/2019 211112020V EACH OCCURRENCE $5,000,00 EXCESS LIAR CLAIMS-MADE AGGREGATE $5,000,000 )_ DED I X I RETENTION$1,,non $ O WORKERS COMPENSATION Y UBOK208256 2/11/2019 2/11/2020 X STER ATUTE EORH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT OFFICER/MEMBER EXCLUDED? ❑ NIA $1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Professional Liability AAAE10001901 2/11/2019 2/11/202V $2,000,000 per Claim $4, �000,000 Annual Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Project-Blackberry Farm Entrance Road Improvements-Feasibility Study-San Fernando Avenue,Cupertino The City of Cupertino,its City Council,officers,officials,employees,agents servants and volunteers are named as Additional Insured's as respects General and Auto Liability as required per written contract or agreement. General and Auto Liability are Primary/Non-Contributory per policy form wording. General,Auto Liability and Workers Compensation Insurance coverage includes waiver of subrogation per the attached endorsement(s). 30 Day Notice of Cancellation Severability of Interest applies. CERTIFICATE HOLDER CANCELLATION 30 Day Notice of Cancellation SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue AUTHORIZED REPRESENTATIVE AUTH Cupertino CA 95014 _ ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 57SBWRI7385 BUSINESS LIABILITY COVERAGE SS 00 08 04 05 ADDITIONAL COVERAGES BY WRITTEN CONTRACT, AGREEMENT OR PERMIT This is a summary of the coverage provided under the following form (complete form available): BUSINESS LIABILITY COVERAGE FORM SS 00 08 04 05 Additional Insured When Required by Written Contract, Written Agreement or Permit WHO IS AN INSURED under Section C. is amended to include as an additional insured, but only with respect to liability for"bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf. (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for"bodily injury"or"property damage"included within the"products completed operations hazard". The person(s) or organization(s) are additional insureds when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under the provision only for that period of time required by the contract, agreement or permit. With respect to the insurance afforded to the additional insured, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys,field orders, change orders, designs or drawings and specification: or (b) Supervisory, inspection,architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: When You Add Others As An Additional Insured To This Insurance: That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract: This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary,we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract: If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance,this insurance is primary and we will not seek contribution from that other insurance. Rev 5.14 Page 1 of 2 BUSINESS LIABILITY COVERAGE FORM Summary SS 00 08 04 05 Paragraphs(a)and(b)do not apply to other insurance to which the additional insured has been added as an additional insured. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Waiver of Subrogation If you have waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided you waived your rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage Rev 5.14 Page 2 of 2 EXCERPTS FROM CA 0001 (1013) HARTFORD BUSINESS AUTO COVERAGE Additional Insured: SECTION II — COVERED AUTO LIABILITY COVERAGE A.1. WHO IS AN INSURED: The following are "insureds" c. Anyone liable for the conduct of an "insured"...but only to the extent of that liability. Primary Insurance: SECTION IV— BUSINESS AUTO CONDITIONS B. General Conditions - 5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provide by this Coverage Form is excess over any other collectible insurance. c. Regardless of the provisions of paragraph a. above, this Coverage Form's Covered Auto Liability Coverage is primary for any liability assumed under an "insured contract". Cross Liability Clause: SECTION V— DEFINITIONS G. "Insured" means any person or organization qualifying as an insured in the Who is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or"suit" is brought. EXCERPTS FROM HA9916 (0312) HARTFORD COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT 15. WAIVER OF SUBROGATION —We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. TRAVELERS J WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76(00) —001 POLICY NUMB R: UBOK208256 WAIVER OF OUR RIGHT TO RECO FROM OTHERS ENDORSEMENT CALIFORNIA (BLANKET WAIVER) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 3.00 % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description ALL PERSONS OR ORGANIZATIONS THAT ARE PARTIE TO A CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT, PROVIDED YOU EXECUTED THE CONTRACT BEFORE THE LOSS. DATE OF ISSUE: 9/18/2019 ST ASSIGN: CA 017106 CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. 1 Master Agreement Contract#: 2020-007 MA Date: 10/01/2019 Maximum Compensation: 150,000.00 MA End Date: 10/01/2021 Consultant: Firm Name: Underwood & Rosenblum, Inc. Address: 1630 Oakland Road, Suite Al 14; San Jose, California 95131 Contact: Frank Rosenblum Ph: 408-453-1222 Project Name: Blackberry Farm Entrance Road Improvements Description:(simple project description if appropriate) [17jQAttachment A:Includes Description of Project,Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department:Public Works Project Manager: Mellownie Salvador Fiscal/Budget Master Agreement Maximum Compensation: $ 150,000.00 Total Previously Encumbered to Date: $ 0.00 Encumbrance this Service Order: $ 75,000.00 Master Agreement Unencumbered Balance: $ 75,000.00 SOAcc't#: IOD .�t2 (h �� � PO#: . Project#: 2019-01 UD 3 :(7 .fj Date: 10/23/2019 Approvals Signature C� �0 �9 z_0/ q Consultant/ /Co t/ Frank Rosenblum Date: Contractor Manager/ Supervisor: Michael Zimmermann ` "s e: Appropriation Certification: I hereby cer fy that an unexpended appropriation is available in the above fund for the above contract as estimate and that fund are available as of this date of signature (� City Finance: Julia Kinst > " '" Date: Management Analyst City of Cupertino Master Agreement Service Order 191002 11 6D61il�DD�&F..W._ Page 1 of 4 OSENBLUK I Cfi ._ kj__en�n?er�aft#s rweyor�_ June 28, 2019 Mellownie Salvador P19103 Public Works Project Manager City of Cupertino Public Works MellownieS(ir cupertino.org 408-777-3282 Subject: Blackberry Farm Entrance Feasibility Study Civil Engineering Consulting Services Fee Proposal—Letter of Agreement Dear Mellownie, It is a pleasure to offer this proposal for preparing a feasibility study for improvements of the entrance to Blackberry Farm at San Fernando Avenue. The following is Underwood& Rosenblum's(U&R)perceived project scope,understanding of consultant duties, and fees for this project located in Cupertino, California. Proiect Scope The feasibility study goal will be to consider the following proposed options and develop other options to improve pedestrian and bicycle access to Stevens Creek trail via San Fernando Avenue. The focus of this study shall be between San Fernando Ave./Byrne Ave. intersection and the Blackberry Farm Retreat Center. Based on these options and available data,planning level cost estimates, level of constructability, and potential conflicts should be identified in the some community outreach that will be required during this stud period. study. There will be o ty q g y A few viable options to consider, are: 1. Widen the roadway to accommodate a two way street one lane in each direction with an approximately 8-foot wide shared bike and pedestrian path on both sides. 2. Widen the roadway to accommodate a two-way street one lane in each direction with an approximately 5-foot wide pedestrian path on one side and a 6-foot bike lane on the uphill side of the road. 3. Keep the existing roadway width and install a 10-foot wide path with switchbacks starting from the City owned property at 10301 Byrne Avenue and ending at the Blackberry Farm Retreat Center. Other options may be considered as the study progresses. Consultant Duties Civil Engineering scope of services as outlined in attached Exhibit"A"—Scope of Services for feasibility studies. Any additional construction documents,permit processing, engineering or land surveying shall be considered"extra work" and will not be performed without your prior authorization and agreement to the additional fees. Fees for additional work shall be computed per attached Exhibit`B"—U&R 2019 Billing Rates. 1630 Oakland Road,Suite A114 San Jose,CA 95131 Phone(408)453-1222 Fax(408)453-1207 www.uandr.com Page 2 of 4 Fees Time and Materials Per billing schedule Exhibit`B": Not To Exceed $75,000.00 To be billed monthly as accrued Deliverables Upon completion of this study, schematic design drawings and engineer cost estimates of feasible design alternatives shall be turned over to the City. Should you find this proposal acceptable,please indicate your acceptance of this Agreement by returning one copy of this proposal with your signature in the space provided below. We look forward to working with everyone at the City of Cupertino. Very Truly Yours, I i Frank M. Rosenblum,RCE 42857,PLS 6395 Principal Engineer/President Attachments: Exhibit"A"—Scope of Services Exhibit`B"-U&R 2019 Billing Rates ACCEPTED BY: DATE 1630 Oakland Road,Suite A114 San Jose,CA 95131 Phone(408)453-1222 Fax(408)453-1207 www.uandr.com DEFII��D,&I.- _ _ OSENBLU _ eiw�l engineers and surwe ors _ i BLACKBERRY FARM ENTRANCE FEASIBILITY STUDY SCOPE OF SERVICES AND SCHEDULE 1. Observations and Input Engineering consultant shall observe the existing traffic conditions and bicycle/pedestrian usage of the existing facilities. Review observations and collect data from City staff and other sources. Discuss possible site improvement alternatives. Obtain direction to consultant for preparation of design alternatives. This will include at least one meeting with City staff. • October 17,2019—Kickoff meeting with City Staff • October 19,2019—Observe site traffic and usage during annual Harvest Festival • Oct. 19-31,2019—Consultant to conduct additional site observations 2. Consultant Develops Proposed Design Alternatives Engineering consultant to develop designs and prepare drawing exhibits of proposed site design alternatives with preliminary cost estimates. • November 1-November 15—Consultant to prepare initial design alternatives 3. City Staff Review City staff team to meet and review drawings and provide comment and additional direction to Consultant. This includes at least one meeting with the City staff. • November 18-22—Schedule meeting with City staff to present design alternatives • Nov.22—Dec.6—City to obtain feedback from other city departments 4. Consultant Creates Presentation Exhibits Engineering consultant to prepare revised site improvement drawings and"colorize"renderings for City staff and public presentation. This includes at least one meeting with the City staff. • December 9-13—Schedule meeting with City staff to review comments and decide on preferred alternatives • Dec. 13—Jan. 13—Consultant to prepare Presentation Exhibits 5. Public Outreach Schedule and present proposed improvement plan design alternative at a public meeting for review and input.This includes one meeting to present to public. • January 13-18—Schedule public outreach meeting to present design alternatives 6. Final Design Development Drawing Exhibit and Cost Estimate Engineering consultant to prepare and submit to City fmal feasibility report,drawings,exhibits and estimates of cost for the proposed design alternatives. This includes at least one meeting with City. • Jan. 18-Feb. 7-Consultant to prepare final exhibits and report • Feb. 18—Proposed Presentation at City Council meeting 1630 Oakland Road,Suite A114 San Jose,CA 95131 Phone(408)453-1222 Fax(408)453-1207 www.uandr.com i _ R�_ 606}� `'DMD I C_ Page 4 of 4 19 S!ND�YIi 1 Idy I englnears,and su�rveye[ Exhibit "B" UNDERWOOD & ROSENBLUM, INC. 2019 BILLING RATES FOR ADDITIONAL SERVICES SERVICE HOURLY RATE Principal Engineer $ 220.00 Principal Land Surveyor 220.00 Senior Engineer 190.00 Associate Engineer/Assoc. Land Surveyor 160.00 Assistant Engineer/Surveyor 140.00 Engineering/Surveying Technician 120.00 Senior Drafter-Engineering 110.00 Senior Drafter-Surveying 110.00 Drafter-Engineering 100.00 Drafter-Surveying 100.00 Technician 90.00 Administrative Assistant 80.00 1-Person Field Survey 230.00 1-Person Field Survey Prevailing Wage 260.00 2-Person Field Survey Crew 330.00 2-Person Field Survey Prevailing Wage 390.00 3-Person Field Survey Crew 430.00 3-Person Field Survey Prevailing Wage 520.00 Expert Witness Testimony 380.00 Other Reimbursable Expenses -Automobile $0.50 per mile - Blueprints, Reproductions, Deliveries Maps, Deeds, Documents, etc. Cost + 15% 1630 Oakland Road,Suite A114 San Jose,CA 95131 Phone(408)453-1222 Fax(408)453-1207 www.uandr.com