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20-041 Nova Partners, Inc., Construction Management Services for the Library Expansion Project
DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211 B1A3825F8 CITY OF DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH NOVA PARTNERS INCORPORATED CUPERTINO 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation("City"), and Nova Partners, Incorporated("Consultant), a Corporation for Construction Management Services for the Library Expansion Project("Project"), and is effective on the last date signed below ("Effective Date"). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant's written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected byCity. Consultant further agrees to carry out its work in compliance with the City's Shelter In Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project,which are not already encompassed,expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal("Additional Services"). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to "Services"in the Agreement include Basic Services and Additional Services,unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement,the Scope of Services, and Consultant's Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 3. TIME OF PERFORMANCE 3.1 Term.This Agreement begins on the Effective Date and ends on March 31, 2022 unless terminated earlier as provided herein("Contract Time"). The City's appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City's purchasing policy. 3.2 Schedule of Performance.All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate City Project Nova Partners,Inc-Construction Management Services for the Library Expansion Project Iofll Design Professional Agr(Single)/Rev Oct.2019 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 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("NTP"), and must complete each task within the time specified in Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Consultant must havesufficient time,resources, and qualified staff to deliver the Services ontime. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed$724,148 ("Contract Price"), as specified in Exhibit C,Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount.No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant$ 684,148 ("Lump Sum Price") for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including,but not limited to, sub-Consultants' costs,materials, supplies, equipment,travel, taxes, overhead, and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City's reasonable satisfaction. 43 Additional Services. City has the discretion,but not the obligation, to authorize Additional Services up to an amount not to exceed$ 40,000 Additional Services provided to City's reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or.surcharge("Reimbursable Expenses"). Consultant will not be entitled to reimbursement for copying,printing, faxes,telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments.Monthly invoices must describe the Services completed and the Amount due for the preceding month. City will pay Consultant within thirty(30)days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i)name and title of each person providing Services; (ii) a succinct summary of the Services performed by eachperson; (iii)the time spent per person, in thirty(30)minute increments; (iv)the hourly billing i rate or Sub-Consultant charge and payment due; and(v) an itemized list with amounts and explanation for all permitted reimbursable expenses. i City Project Nova Partners,Inc-Construction Management Services for the Library Expansion Project 2of11 Design Professional Agr(Single)/Rev Oct.2019 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 b. Rates and Receipts.All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C,which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status.Consultant is an independent Consultant and not an employee,partner, or jointventure of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker's compensation,retirement, or any Citybenefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its sub- Consultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City's reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any sub-Consultants that they are properly licensed,registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License, if required by the Cupertino Municipal Code. 5.4 Sub-Consultants.Unless prior written approval from City is obtained, only Consultant's employees and sub-Consultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all sub-Consultants 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 sub-Consultants relative to the portion of theirwork. 5.5 Tools,Materials, and Equipment. Consultant will supply and shall be responsible for all tools,materials, and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Consultant and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time,vacation pay, sick leave,personal time off, overtime,health insurance,medical care,hospital care, insurance benefits, social security, disability,unemployment,workers compensation or employee benefits of any kind. Consultant shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or i charges applicable to Consultant's business including,but not limited to, federal and state income I taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Consultant. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System(PERS), the Internal Revenue Service or the State Employment Development Division, determine that Consultant, or any of its employees, agents, or subcontractors, is an employee for any purpose,then Consultant agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City City Project Nova Partners,Inc-Construction Management Services for the Library Expansion Project 3of11 Design Professional Agr(Single)/Rev Oct.2019 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-21 1 B1 A3825FB as a result of such determination, so that the City's total expenses under this Agreement are not greater than they would have been had the determination not been made. 5.7 Errors and Omissions.Consultant is solely responsible for its errors and omissions and those of its sub-Consultants, and must take prompt measures to avoid,mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION I 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 in any product,memoranda, study,report,map,plan, drawing, specification, data,record, document, or other information or work, in any medium,prepared by Consultant under this Agreement("Work Product"),will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case,no Work Product shall be shown to a third-party without prior written approval by City 7.2 Copyright.To the extent permitted by Title 17 of the U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its sub-Consultants 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 hereby assigns to City all copyrights to the Work Product when and as created, and shall require sub-Consultants to do the same. Consultant may retain copyrights to its standard details,but hereby grants City a perpetual,non-exclusive license to use suchdetails. 73 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 thisAgreement. 7A 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 its sub-Consultants to execute or implement any of the following,but Consultant shall not be responsible or liable for City's re-use of WorkProduct: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or otherConsultants; 1 (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 City Project Nova Partners,Inc-Construction Management Services for the Library Expansion Project 4of11 j Design Professional Agr(Single)/Rev Oct.2019 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 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(4)years from the date of City's finalpayment. 8.2 Consultant will provide City 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 fmancial 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. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section 8 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 fmancial 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 fifty percent(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 for the project under this Agreement, during the term of this Agreement and for one(1)year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino"will be displayed in all pieces of publicity, including flyers,press releases,posters,brochures,public service announcements, interviews, and newspaper articles.No signs may be posted, exhibited, or displayed on or about City property, except signage required by law or this Agreement, without prior written approval from the City. 11. INDEMNIFICATION 1 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 as follows: a. Indemnity for Design Professional Liability: With respect to the performance of design professional services by a design professional as defined in California Civil Code Section 2782.8,to the fullest extent permitted by law, Consultant shall indemnify and hold harmless City, its officers, officials, agents, employees, and volunteers (collectively and/or individually"City")from City Project Nova Partners,Inc-Construction Management Services for the Library Expansion Project 5of11 Design Professional Agr(Single)/Rev Oct.2019 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211131A3825F8 and against any and all liabilities, claims, damages, losses, costs, or expenses(including, without limitation, costs, attorneys' fees, and expert fees of litigation and alternative dispute resolution)of every nature to the extent arising out of,pertaining to, or relating to the negligence,recklessness, or willful misconduct of Consultant or any of its officers, employees, servants, agents, or subcontractors (collectively and/or individually"Consultant"), in the performance of this Agreement or failure to comply with any obligations of the Agreement. If it is finally determined(through a non-appealable judgment or an agreement between City and Consultant)that liability is caused by the comparative negligence or willful misconduct of City, then Consultant's indemnification and hold harmless { obligation shall not exceed Consultant's finally determined percentage of liability based upon the comparative fault of Consultant. Irrespective of any language to the contrary in this Agreement, the Consultant has no duty to provide or to immediately pay for an up-front defense of City against unproven claims or allegations,but shall reimburse those litigation costs and expenses(including, without limitation, attorneys' fees, and expert j fees) incurred by the City to the extent caused by the negligence,recklessness, or willful misconduct of Consultant. In no event shall the cost to defend charged to Consultant exceed Consultant's proportional percentage of fault, except as described in Section 2782.8(a) and(e)of the California Civil Code. _ 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.Except as provided in subsections 11.1(a) and(b), to the fullest extent permitted by law, Consultant shall hold harmless, defend(with counsel agreed to by City), and indemnify City and its officers, officials, agents, employees, and volunteers (collectively and/or individually"City")from and against any and all liability, claim, loss,damage, expense, costs (including, without limitation, costs, attorneys' fees, and expert fees of litigation)of every nature arising out of,related to, or in connection with the performance of work hereunder by Consultant or any of its officers, employees, servants, agents, or subcontractors, or the failure of the same to comply with any of the obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or sole willful misconduct of the City. Consultant's duty to defend applies immediately, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend as stated herein. 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. City Project Nova Partners,Inc-Construction Management Services for the Library Expansion Project 6of11 Design Professional Agr(Single)/Rev Oct.2019 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211 B1A3825F8 11.3 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. 11.4 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for,with, or on behalf of Consultant in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.5 This Section 11 shall survive 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 Consultant has submitted and City has reasonably 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. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all 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 orregulation. 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 Government Code'Section 12900 and 11135, and Labor Code Section. 1735, 1777, and 3077.5. Consistent with City policy prohibiting it, Consultant understands that harassment and discrimination by Consultant or any of its sub-Consultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. City Project Nova Partners,Inc-Construction Management Services for the Library Expansion Project 7ofII Design Professional Agr(Single)/Rev Oct.2019 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211 B1A3825F8 13A 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 conflict of'interest form if Consultant makes certain governmental decisions orserves in a staff capacity, as provided in Section 18700 of Title 2 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 is familiar with and agrees to abide by the City's rules governing gifts to public officials andemployees. 13.5 Remedies.A violation of this Section 13 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 Michael Zimmermann ,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's reasonable approval, Consultant's Project Manager for all purposes under this Agreement will be David Marks 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 Projectdelays. 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 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 City Project Nova Partners,Inc-Construction Management Services for the Library Expansion Project 8of11 Design Professional Agr(Single)/Rev Oct.2019 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 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 thirty(30) days of 1 Consultant's final invoice. i 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 against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement(or the successors of those authorities). 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 and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal or other proceedings 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 Section 18 survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third parry beneficiaries of this Agreement. _ 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant, or condition or a subsequent breach, whether of the same or a different character 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. Any modification of this Agreement will be effective only if in writing and signed by each Parry's authorized representative.No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of this main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. I' 1 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. j i d City Project Nova Partners,Inc-Construction Management Services for the Library Expansion Project 9ofII Design Professional Agr(Single)/Rev Oct.2019 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 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. 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. 26. NOTICES All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery,the delivery 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 P of Cupertino: To Consultant: 10300 Torre Ave.,Cupertino CA 95014 Nova Partners,Incorporated 201 Moffett Blvd,Mountain View,CA 94043 i Attention: Michael Zimmermann Attention: David Marks Email: michaelz@cupertino.org Email: david@novapartners.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, is signed 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 the right,power, and authority to enter into this Agreement and carry out all actions herein, and i i City Project Nova Partners,Inc-Construction Management Services for the Library Expansion Project 10 of 11 Design Professional Agr(Single)/Rev Oct.2019 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-21IB1A3825F8 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. IN WITNESS WHEREOF,the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CITY OF CUPERTINO CONSULTANT A Municipal Corporation Docu7n;�� By By r aaM Name Deborah Fen Name David Marks Title City Manager Title Principal Date d • 15- Date 4/2/2020 Tax I.D. No.: 77-0372163 APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: KIRSTEN SQUARMA City Clerk DATE: City Project Nova Partners,Inc-Construction Management Services for the Library Expansion Project I 1 of 11 Design Professional Agr(Single)/Rev Oct.2019 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 EXHIBIT A SCOPE OF SERVICES CONSULTANT(CM) shall perform professional construction management services as detailed in the following sections related to the Cupertino Library Expansion project. SECTION 1. GENERAL A. General PROJECT Description:The PROJECT involves providing pre-construction,bid phase, construction phase and post construction phase contract management services. Services may include but are not limited to utility coordination;constructability/bid ability review of the bridging documents;cost analysis;and other pre-construction work, prequalification of the Design-Build Entities,assist in the preparation of the Design-Build Entity(DBE)Request for Proposals(RFP)and bridging documents, assist with the selection of the DBE, and provide construction phase and post construction phase services. B. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY,in accordance with the express terms hereof,including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. CONSULTANT shall be responsible for coordinating the work of all consultants and contractors, as needed or as directed by the CITY. CONSULTANT shall schedule meetings and prepare meeting agendas and minutes for all PROJECT meetings during the execution of this agreement under the scope of work. All minutes of meetings are due to the CITY within five(5)working days after the meeting. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the CITY,to other appropriate agencies and entities. 3. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. CONSULTANT shall not substitute any team members without the prior approval of the CITY. CITY retains the right to reject team members assigned by CONSULTANT or require replacement of team members. 4. CONSULTANT shall manage its SUBCONSULTANTS and administer the PROJECT. CONSULTANT shall consult with the CITY,research applicable information, and communicate with members of the PROJECT team. 5. CONSULTANT shall meet weekly with CITY's assigned project manager for the Library Expansion project to provide an update on the current status of the E construction project. CM will provide the CITY's assigned project manager with d a summary report. Nova Partners,Incorporated Agreement Page 1 of 7 Exhibits DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 9 6. Prior to start of project construction the CONSULTANT and CITY will come to agreement on the format for all project records to be kept and turned over to the CITY at the completion of the project. Documents may be hard copies and/or electronic. CONSULTANT will make recommendations on programs to be used for tracking and other record keeping needs. 7. CONSULTANT shall effectively manage the assigned construction protects for the efficient,progressive,and proactive delivery of the project. For the project, the CONSULTANT may provide any or all of the following tasks and subtasks under Section 2,as required. SECTION 2. TASKS Task 1-Pre-Construction Phase-work shall include but is not limited to the following: • Assist with the selection of Bridging Architectural Design Services(Bridging Architect) • Work with the City to establish the delivery and phasing of the project and on-site parking and staging program. • Assist with the preparation of bridging documents. • Work with the City on validating the existing project budget. • Coordinate procurement and applications for all utility services.Utility Fees to be paid by the City. • Develop the RFQ to prequalify the Design-Build Entity. • Assist with the RFP and help facilitate the Design Build Selection Process.Make recommendations on contractors along with options on procurement model. GC's/Fee, Best Value,Hard bid and others. • Solicit prospective bidders to help ensure multiple bids are received and help market the project • Provide consultant recommendations as needed. • Assist with the development and conducting of public outreach programs to assist in providing public information regarding the project. • Provide direction and coordination of all team members including architect and consultants. • Establish ongoing project support-identification of key personnel and principal points of contact for each member of the project team. • Review the work plan with particular emphasis on the initial project efforts. • Identify the discipline(s)and scope of work required for project design. What is completed and what is not. • Assist in development,revision and refinement of the project budget,including construction costs, consultant fees,and other soft costs. • Conduct and participate in value engineering sessions as required Nova Partners,Incorporated Agreement Page 2 of 7 Exhibits DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 • Work with the team to ensure the project can be constructed within the overall project i budget established. • Develop and administer all construction related contracts necessary to perform the work in addition help with the Design Build bidding process based on a best value public bidding process. o Conduct a pre-proposal Conference with prospective DBE's. o Assist with the issuing of Addendums. o Assist in the development of DBE's interest in a project. o Assist with the selection of the DBE firm. • Work with the Design Builder and the project team to oversee the design process and address issues that affect design and constructability of the project. Nova will also ' review design professional invoices and requests for additional compensation if requested. • Attend project design meetings and presentations as needed. • Review plans,working drawings, and specifications for completeness,consistency with intent, and conformance with budget. • Identify opportunities to accelerate the project through innovative program and project phasing. • Review bid documents("instructions to bidders")to ensure that the scope being bid upon is complete and coordinated with other bid packages. • Work with General Contractor to Develop Bid Package strategy with teams'input. • Solicit prospective bidders to help ensure multiple bids are received and help market the project in an effort to obtain competitive pricing helping reduce the current budget deficit. • Conduct a pre-bid conference for each bid package, to be attended by the potential bidders,Ownership, and any other consultants and engineers as required. • Attend bid openings. • Prepare and implement bid alternates and facilitate value engineering to ensure that the City receives maximum project budget efficiency. • Facilitate the building permit approval process. Work shall include but is not limited to coordinating with design consultant and building department to receive an approved building permit. j • Develop and conduct public outreach program to assist in providing public information regarding project. Nova Partners,Incorporated Agreement Page 3 of 7 Exhibits DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 Task 2-Construction Phase-work shall include but is not limited to the following: 1) Administration and Coordination of Construction Contract:CM will provide administrative,construction management and related services necessary to administer the ' Construction Contract. CM's services shall include but are not limited to the following: • Nova will conduct weekly or as needed Owner and Design Builder meetings and assist in the coordination between all project team members as required recording, maintaining and distributing minutes thereof. • Review the schedule, regularly reporting the project status to the team including any actual or projected improvements or delays in the completion of the project. • Provide review and responses for submittals that do not involve the design consultant (such as Safety Plan,Fire Protection Plan,Phasing and Site Utilization Plan). • Monitor,track, and review the Request for Information(RFI) and Submittal process (shop drawings, specification sheets,samples,etc.)to ensure timely submittal by the contractor(s) and timely review by the relevant Design Build professional and for conformance with the bridging documents. • Review and approve material substitution requests. • Oversee change order process. This includes reviewing change order requests for accuracy and fairness,confirming entitlement, and ensuring that appropriate approvals are obtained. • Provide coordination between project team members. • Monitor the schedule to confirm the required phasing is being followed and critical dates are met. • Update the project schedule and review detailed contractor prepared construction schedules, reporting to the City on any actual or projected improvements or delays in the completion of the project • Work with CITY and Contractor to maintain use of existing facilities that are affected by the construction,to minimize the disruption to the existing facilities and to have their continued use during the construction of the project. This includes all phase of construction and delivery of materials. • Respond to Design Builders questions as required • Identify field problems;review and help facilitate resolutions. • Monitor progress inspections,final inspections and sign-off by applicable governmental entities including the City inspector(s),Fire Marshal, and any necessary special testing and inspection. • Prepare and update a detailed construction schedule, showing relationships between multiple contracts and scopes of work. 2) Monitoring of construction costs and progress payments,CM services shall include but are not limited to the following: • Review all contractor/consultant invoices and recommend payment by Owner including review and approval of all invoices,bills,and applications for payment. Nova Partners,Incorporated Agreement Page 4 of 7 Exhibits DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 • Update the overall project budget on an ongoing basis incorporating design costs, construction costs, contracted vendor costs, and soft costs. • Manage payment procedures and schedules,including reviewing and approving all invoices,bills, and applications for payment ensuring compliance with the contract terms. Also,we will review as-builts on a monthly basis to help assure they are being kept current. 3) Substantial Completion/Final Completion/Project Closeout,CM services shall include but are not limited to the following: • Consult with the CITY and the DBE to jointly ascertain the achievement of substantial completion of the project. If upon inspection the project substantial completion has not been achieved,the CM will assist the CITY in noting the conditions of the work and the measures necessary for the Contractor to achieve substantial completion. • Assist the Design Builder in the identification and correction of punch list items. • Assist the CITY in issuing a certificate of substantial completion and final completion, as applicable. 4) Progress Records, CM services shall include but are not limited to the following: • Maintain records of the progress of construction of the project,including written progress reports and photographs reflecting the status of construction and percentage completion of the project. CM will maintain daily records during construction of the project showing weather conditions,personnel of the Contractor and Subcontractor at the site,work accomplished,problems encountered and other matters materially affecting the project,completion of the project or construction cost to complete construction of the project. CM shall maintain project records for test results and special inspection results. • Provide monthly progress reports on the project. I 5) Site observations of project, CM services shall include but are not limited to the following: • CM shall be on-site during construction of the project and substantially at all times during which there are construction activities at the site. CITY and CM may agree to the amount of time required to be at the site for observation,however this does not relieve the CM from the requirement of having knowledge of the status of the work. • Coordinate testing,lab services and inspections, this includes by outside firms. • Maintain at the site the following documents at a minimum: Contract,Drawings, Specifications,approved Change Orders,Submittals,building permit, applicable codes, rules and regulation and other written or electronic materials relating to the project. • CM will endeavor to guard the CITY against defects and deficiencies in construction and workmanship of the project on the basis of its site observations, and a quality control program established and implemented hereunder to monitor construction workmanship Nova Partners,Incorporated Agreement Page 5 of 7 Exhibits DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 for conformity: 1) accepted industry standards; 2) applicable laws, codes, regulations, ordinances or rules: 3) and the requirements of the bridging documents. • CM shall reject work whenever in the ordinary course of discharging its services the CM discovers or observes patent conditions of defective or deficient construction and workmanship which has or may have an adverse impact upon the project's Iife-safety systems or operations, structural elements or integrity of the safety of persons or CM shall take prompt action appropriate under the circumstances including property. P P � g stopping the work and thereupon notifying the CITY in writing. CM's responsibilities hereunder shall be limited to defective or deficient work or an apparent or patent nature. • Review the Contactor safety program and the requirements of the construction documents and applicable law. CM shall monitor the Contractor's compliance with safety programs and advise the CITY of measures,if any,necessary or appropriate to obtain the Contractor's compliance. By undertaking the obligation hereunder, CM shall not be deemed to have assumed responsibility of the adequacy or sufficiency of safety programs implemented by the Contractor, but the CM is responsible for verifying that the Contractor has established a safety program, that the safety program established by the Contractor is in compliance with applicable law,.rule or regulation and that the Contractor has implemented its safety program. • CM shall promptly notify the CITY in writing of all CM observed instances of Contractor's failure to comply with applicable safety requirements. If in the course of performing services during the construction, the CM observes a safety violation or other unsafe condition on or about the site or surrounding area which have a immediate or potential or actual adverse effect on life or property, the CM is authorized, without prior notice to the CITY or prior directive by the CITY, to take all actions deemed necessary and appropriate by the CM under the then existing circumstances to prevent such actual or potential adverse effect. 6) CM equipment,CM shall provide the following equipment necessary to carry out CM duties: • Provide all equipment,furnishings and other items necessary to complete the services required for the project. Including without limitation,computers,related hardware, software,vehicles, cell phones. Task 3—Post-Construction Phase—work shall include but is not limited to the following: • Assist in the follow-up and resolution of any open construction or close-out issues. • Provide close-out binder with all as-built drawings both on hard and electronic copies, provide warranty information, and contact information along with building operation and maintenance manuals. • Close-out all contracts. Nova Partners,Incorporated Agreement Page 6 of 6 Exhibits DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 • Within thirty(30) days of the date of issuance of a Certificate of Final Completion for the construction contract,the CM shall assemble and deliver to the CITY all of the records maintained by the CM relating to the project. Task 4-Reimbursable Expense for Testing and Inspections by Subconsultant 1. CM shall engage the necessary subconsultants to perform the necessary testing and inspection as required for the project. This is the only reimbursable expense that will be allowed in the agreement. CM shall schedule and coordinate with the contractor and subconsultant for the necessary testing and inspection for the project. i 2. Compensation to the CM for the reimbursable expenses for testing and inspections by subconsultant shall be for the actual billed amount. A 10%mark up or administration fee will be allowed for these subcontracted services. CM shall bill monthly for actual testing and inspections completed. CM shall attach copies of subconsultants'invoice for verification of cost being billed. Task 5-Additional Services 3. Services provided by CM that are different from or in addition to those described herein are being included in the scope of Basic Services are referred to as "Additional Services". No Additional Services shall be performed without the prior written authorization of the CITY. No compensation shall be due from the CITY to the CM for any Additional Services provided or performed by the CM without the prior written authorization of the CITY. 4. Compensation to the CM for Additional Services directed and authorized by the CITY shall be on the basis of either: 1)actual and reasonable time of the CM's personnel necessary to complete the authorized Additional Service computed in accordance with the Rate Schedule attached to this Agreement; or 2) a fixed price mutually agreed upon by the CITY and the CM. The forgoing notwithstanding, if Additional Services authorized by the CITY result from the neglect of CM or CM's default under this Agreement,CM shall complete Additional Services at no cost to the CITY. i Nova Partners,Incorporated Agreement Page 7 of 7 Exhibits DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 Revised:April 1,2020 ExhibitA-A—SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Contractor's duty to comply with Laws, as defined in Section 13 of the Contract/Agreement, includes immediate compliance by Consultant /Contractor("Contractor") and its Subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in Section 13.k of the health order issued by the County of Santa Clara Health Department on March 31, 2020, in response to the COVID-19 pandemic, and any subsequent amendments thereto (the "Health Order"), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic(collectively, "Health Laws"). B. Health Order Compliance. Pursuant to Section 13.c of the Health Order, individuals may leave their residence only to perform specified "Essential Activities." Contractor shall comply with these restrictions on travel. If a scope of work item, notice to proceed, or work order specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. Pursuant to Section 13.k of the Heath Order, "[a]II individuals must strictly comply with Social Distancing Requirements. . . as necessary to carry out the work of" Essential Activities as defined in the Health Order. C. Social Distancing Requirements. Section 13.k of the Health Order provides that Social Distancing Requirements include: "i. Maintaining at least six-foot social distancing from individuals who are not part of the same household or living unit; ii. Frequently washing hands with soap and water for at least 20 seconds, or using hand sanitizer that is recognized by the Centers for Disease Control and Prevention as effective in combatting COVID-19; iii. Covering coughs and sneezes with a tissue or fabric or, if not possible, into the sleeve or elbow(but not into hands); and iv. Avoiding all social interaction outside the household when sick with a fever or cough."Section 13.0 of the Health Order advises that "people at high risk of severe illness from COVID-19 and people who are sick are strongly urged to stay in their residence to the extent possible, except as necessary to seek medical care or provide medical care or Essential Governmental Functions."Information from the Center for Disease Control ("CDC")on "high risk" categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals on any project site or work area, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws.These measures shall include the following best practices: 1. Information. Inform all workers of the Social Distancing Requirements and these best practices, including any updates or modifications, and require compliance as a condition to being present on the project site or work area. 2.Sick Workers. Prohibit any individuals who have been tentatively or conclusively diagnosed with COVID-19 or who have any symptoms of illness, including the following, from entering or remaining on the project site or work area: fever,cough, shortness of 1 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-21 1 B1 A3825F8 Revised:April 1,2020 breath, sore throat, body aches, chills,sudden loss of smell or taste or other flu-like symptoms. Encourage sick workers to get immediate medical attention. a. Daily Screening.A supervisor must ask the following questions of each worker before the worker is permitted to enter the project site or work area each day, and a worker who responds "yes" to any one of the following questions must be asked to leave immediately and will not be permitted back on the project site or work area until cleared based on meeting the applicable requirements set forth in the CDC's Interim Guidance on Discontinuation of Home Isolation for Persons with COVID-19 (https://www.cdc.gov/coronavirus/2019-ncov/hcp/disposition-in-home- patients.html): (1) Have you had any of the following symptoms within the past 14 days: fever, cough, shortness of breath, sore throat, body aches, chills, sudden loss or smell or taste, or any other flu-like symptoms? (2) Have you or anyone in your household been in contact with a person that has been diagnosed with, has symptoms of, or is being tested for COVID-19? (3) Have you been medically directed to self-quarantine due to possible exposure to COVID-19? 3. Sign age/Poste rs. In compliance with Section 13.h of the Health Order, post a Social Distancing Protocol, substantially in the form attached to the Health Order as Appendix A, at all project site or work area entry points, and in other areas where they are likely to be seen (e.g., project trailers, sanitary facilities, break areas).The Social Distancing Protocol must explain how Contractor is achieving compliance with social distancing requirements. Resources for this purpose are available from the CDC at: https://www.cdc.gov/coronavirus/2019-ncov/community/guidance-business-resi)onse.html A copy of the Social Distancing Protocol must also be provided to each employee performing work at the project site or work area. 4. Sanitary Facilities. Ensure adequate handwashing and/or hand-sanitizing facilities are available at all times and encourage frequent handwashing and/or hand-sanitizing throughout the day as specified below. Portable sanitary facilities must be serviced and cleaned on a daily basis. Provide hand sanitizer in or around all toilet facilities and common areas, including project trailers. a. Handwashing. Wash hands using soap and water for at least 20 seconds. b. Hand-sanitizer. Use a hand sanitizer that contains at least 60-95%alcohol when handwashing is not immediately available. c. Paper Products. Ensure that toilet paper,tissues,and paper towels are available as appropriate,with designated receptacles for disposal. 2 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 Revised:April 1,2020 5. Distancing. Prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception of any physical contact required for worker safety or to comply with safety Laws. Avoid sharing tools to the extent possible. Require workers to provide their own transportation where possible and to avoid having more than two workers in a vehicle. 6. Groups/Meetings/Site Access.Avoid any group gatherings of 10 or more people. Use electronic alternatives to in person meetings, e.g., conference calls,video-conferencing, etc.,to the greatest extent possible. Limit access to the project site or any work area to workers who are necessary to perform the work at that time. Allow non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. Do not stack trades if possible. 7. Frequent Cleaning. Provide for regular and appropriate cleaning of all high touch surfaces at a project site or work area, including, but not limited to, shared tools or equipment, doorknobs and handles, toolboxes, sanitary facilities, common break areas, keypads,touch screens, project trailer surfaces and equipment, light or power switches, workstations, countertops, break areas, and the like. Clean and/or disinfect any reusable items or equipment. Clean surfaces of shared vehicles, including steering wheels,gear shifts, handles, instrument panels, etc. Ensure that cleaning products are used correctly and safely, and avoid cleaning techniques, such as use of pressurized air or water sprays,that may generate bioaerosols. 8. Personal Protective Equipment. When workers cannot avoid close proximity or physical contact, e.g., based on applicable safety laws, or are otherwise at risk for exposure to COVID-19, ensure that the affected workers are provided with appropriate personal protective equipment("PPE"), which may include disposable gloves and/or other PPE. Instruct workers to wash or sanitize hands after removing gloves or other PPE. Ensure that all personal protective equipment is disposed of properly. 9. Water and Food. Prohibit shared or communal food or common water coolers. Provide individual water bottles for workers or instruct workers to bring their own. 10. Enforcement. Immediately eject any worker who fails or refuses to comply with the Health Laws, Social Distancing Requirements, or these best practices from the project site until or unless the Project Manager issues a written authorization for the worker to return, subject to full compliance. E. Oversight. In other to ensure that all workers comply with the Social Distancing Requirements to the extent possible, Contractor has designated David Marks to have primary responsibility for implementation and enforcement of the Social Distancing Requirements and these best practices, and to serve as the primary point of contact with the City in this regard. 3 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 Revised:April 1,2020 F. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may require further modifications to the terms of this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. G. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. 4 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211 B1A3825F8 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by March 31,2022. The following sets forth the distribution of CONSULTANT's Schedule of Performance. The CITY may approve in writing the extension of any date set in this Exhibit. PROJECT: Library Expansion project Task#1: Pre-Construction Phase: February 2020— December 2020 Task#2: Construction Phase: January 2021 — October 2021 Task#3: Post-Construction Phase: November 2021— December 2021 Task#4: Reimbursable Expense for Testing and Inspection by January 2021 — Subconsultant: October 2021 Task#5: Additional Services When authorized to Proceed on task These are estimated start times for each task. i Nova Partners,Incorporated Agreement Page 1 of 1 Exhibits DocuSign Envelope ID:84DFD917-76FD-48D4-B447-21 1 B1 A3825F8 EXHIBIT C COMPENSATION A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT,including both payment for professional services, additional services and reimbursable expenses,shall not exceed SEVEN HUNDRED TWENTY-FOUR THOUSAND ONE HUNDRED DOLLARS($724,148). CONSULTANT agrees that it shall perform all of the services set forth in Exhibit A of this AGREEMENT,except for additional services required pursuant to Section 2,Task No.5 and inclusive of reimbursable expenses,for the lump-sum amount of SIX HUNDERED EIGHTY- FOUR THOUSAND ONE HUNDRED FORTY EIGHT DOLLARS($684,148). The maximum amount of Additional Services authorized under Section F of this EXHIBIT C is FORTY THOUSAND DOLLARS($40,000). B. Method of Payment For Task Nos. 1 through 5 CONSULTANT shall,during the term of this AGREEMENT,invoice the CITY monthly based upon a percentage of completion of each task set forth below in the Payment Schedule for services performed, and reimbursable expenses incurred if applicable,in completing that task under this AGREEMENT(Hereinafter"Invoice'). Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty(30)working days of receipt of the Invoice. The Invoice shall be based on the percentage of the task completed, and it shall describe the work completed during the Invoice period in accordance with the Payment Schedule set forth below. The Invoice shall list work completed and include fixed fee reimbursable expenses,in accordance with the Payment Schedule set forth below. CONSULTANT also shall include supporting documents to verify completed work. The Invoice shall include sufficient detail to satisfy funding agreements and financial audits. The Invoice shall also show the total to be paid for the Invoice period. The Consultant shall submit an invoice to the City by the 51h 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 e-mailed to City at: i PWinvoices@cul2ertino.org The invoice shall identify the applicable period of work performed consistent with the scope of services, the number of hours,hourly rate reimbursable expenses for testing and inspection, Nova Partners,Incorporated Agreement Page 1 of 3 Exhibits DocuSign Envelope ID:84DFD917-76FD48D4-B447-211B1A3825F8 task maximum compensation,task compensation to date including invoice number,total invoice amount for current invoice, agreement maximum compensation balance remaining. All Consultant payments shall be addressed to: I Nova Partners,Incorporated 201 Moffett Boulevard E Mountain View, CA 94043 Attention:David Marks 1 C. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: PROJECT: Library Expansion Task Task Description Compensation Task#1: Pre-Construction Phase-NIC $270,915 Task#2: Construction Phase $330,940 Task#3: Post-Construction Phase $22,858 Task#4: Reimbursable Expenses for Testing and Inspection by $59,435 Subconsultant Task#5: Additional Services $40,000 TOTAL $724,148 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed SEVEN HUNDRED TWENTY-FOUR THOUSAND ONE HUNDRED FORTY- EIGHT DOLLARS($724,148). I D. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Payment Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. E. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT's maximum compensation, including,but not limited to, any expenses related to CONSULTANT's tasks. Reimbursable expenses for Basic Services performed under any Task of EXHIBIT A shall be included as a a fixed fee reimbursable amount of$250.00 per month. Nova Partners,Incorporated Agreement Page 2 of 3 Exhibits DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211 B1A3825F8 F. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of FORTY THOUSAND DOLLARS($40,000)for the payment of Additional Services.The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. ' ij i CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additional Services are authorized,CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule attached to this EXHIBIT C. The rates shown in the EXHIBIT C-1 sall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. EXHIBIT C-1 CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES ROLE 2020 2021 2022 Principal 209 216 223 Sr.Project Manager 193 199 205 Project Manager 170 175 181 Sr. Estimator/Sr. Cost Mgr 193 199 205 Scheduler 193 199 205 Peer Review/Estimator 175 181 187 Accountant/Admin 165 170 175 Nova Partners,Incorporated Agreement Page 3 of 3 Exhibits DocuSign Envelope ID:84DFD917-76FD-48D4-l3447-211B1A3825F8 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 MINIMUMS REQUIRED 1. Commercial General Liability(CGL) for bodily injury,property Ydama ai personal injury liabilityfor 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. 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 j 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). a 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 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-owned 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 California,with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. J Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, 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. b. Insurance must be maintained for at least five(5)years after completion of the Services. a 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 Form Updated Sept. 2019 1 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 v i 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 and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10 (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 insurance. 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 of premiums. 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 of A-VII, or better. 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 during the 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 by Consultant. 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. Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Sept. 2019 2 DocuSign Envelope ID:84DFD917-76FD-48D4-I3447-211B1A3825F8 NOVAPAR-02 HBCT02 ACORO CERTIFICATE OF LIABILITY INSURANCE EDATE(MM/DD1YYYY)3/16/2020 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 License#0564249 CONTACT NAME: Heffernan Insurance Brokers PHONE FAX 1460B O'Brien Drive (A/C,No,Ext):(650)842-5200 (A/C,No):(650)842-5201 Menlo Park,CA 94025 ADDRESS: INSURERS AFFORDING COVERAGE NAIC# _ INSURER A:James River Insurance Company 12203 INSURED INSURER B:Republic Indemnity Company of California 43753 NOVA PARTNERS,INC. INSURER C:Lexington Insurance Company 19437 201 Moffett Blvd. INSURER D: Mountain View,CA 94043 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLISUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM DD MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE FX7 OCCUR 0002424412 5/16/2019 5/16/2020 DAMAGE TO RENTED 100,000 X PREMI E E wurrenc MEDEXP(Any oneperson) 5,000 PERSONAL BADVINJURY 11000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 2,000,000 POLICY F_x1 JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: PER PROJ AGG CA $ 10,000,000 A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ IxANY AUTO X 0002424412 511612019 5/16/2020 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ AUTOS ONLY X AUTOS ONLYY Perraccdent AMAGE $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 4,000,000 EXCESS LIAB CLAIMS-MADE 000716963 5/1612019 5/16/2020 AGGREGATE $ 4,000,000 DED I I RETENTION$ B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE YIN X I16649915 8/112019 8/1/2020 1,000,000 OFFICER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liab 031711163 9/24/2019 9/2412 120 1Per Claim/Aggregate 2,000,000 C Professional Liab 031711163 19/24/2019 9124/2020 (Deductible 50,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:New Cupertino Library expansion project.City of Cupertino is included as an additional insured on General Liability and Automobile Liability policies per the attached endorsements,if required.Waiver of Subrogation is included on Workers Compensation policy per the attached endorsement,if required.This Certificate replaces and supersedes all previously issued certificates. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y P ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014-3255 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211 B1A3825F8 FUIIuy IVull luul. UUVLVL Y I I THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AS REQUIRED BY WRITTEN CONTRACT This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS SECTION II—Who Is An Insured is amended to include any person or organization you are required to include as an additional insured on this policy by written contract or written agreement in effect during this policy period and executed prior to the"occurrence"of the"bodily injury"or "property damage." The insurance provided to the Additional Insured under this endorsement is limited as follows: 1. The person or organization is only an additional insured with respect to liability arising solely out of"your work" or"your product"which is imputed to the Additional Insured. 2. In the event that the Limits of Insurance provided by this policy exceed the Limits of Insurance required by the written contract or written agreement, the insurance provided by this endorsement shall be limited to the Limits of Insurance required by the written contract or written agreement. This endorsement shall not increase the Limits of Insurance stated in the Declarations. 3. This insurance does not apply to"bodily injury" or"property damage"arising out of"your work"or"your product' included in the"products—completed operations hazard" unless you are required to provide such coverage by written contract or written agreement but only for the period of time required by the written contract or written agreement and only for "bodily injury"or"property damage" that occurs during the policy period arising out of`your work'or`your product'. 4. Any coverage provided by this endorsement to an Additional Insured shall be excess over any other valid and collectible insurance available to the Additional Insured whether primary, excess, contingent or on any other basis. 5. Where no coverage under this policy shall apply for the Named Insured, no coverage or defense shall be afforded to the Additional Insured. 6. This insurance does not apply to"bodily injury"or"property damage"arising out of the sole negligence of the Additional Insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. AP2009US O4-10 Page 1 of 1 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211 B1A3825F8 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. HIRED AUTO LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE SCHEDULE Coverage Limit of Insurance Additional Premium Hired Auto Liability $ 1 1,000,000 $ 500.00 The insurance provided under SECTION I, - COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, applies to "bodily injury' or "property damage" arising out of the maintenance or use of a "hired auto" by you or your"employees" in the course of your business. The Limit of Insurance shown in the Schedule above is the most we will pay for those sums that the insured becomes legally obligated to pay as damages because of"bodily injury' or "property damage" arising out of the use of a "hired auto" by you or your "employees" in the course of your business. The Limits of Insurance shown in the Schedule above are included within and are not in addition to the Limits of Insurance shown in the Declarations. Nothing in this endorsement shall increase the Limits of Insurance shown in the Declarations. A. Solely with respect to HIRED AUTO LIABILITY: SECTION I—COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, is amended by adding the following exclusions: This insurance does not apply to: "Bodily injury"or"property damage" arising out of any: (1) Uninsured or Underinsured Motorist law; or (2) No Fault Law or similar act or law. "Property damage"to: (1) Property owned or being transported by, or rented or loaned to the insured; or (2) Property in the care, custody or control of the insured. B. Solely with respect to HIRED AUTO LIABILITY: SECTION II—WHO IS AN INSURED, is replaced by the following: Each of the following is an insured under this endorsement to the extent set forth below: a. You; b. Any other person using a"hired auto"with your permission; and c. Any other person or organization, but only for their liability because of acts or omissions of an insured under a. or b. above. None of the following is an insured: (1) Any person engaged in the business of his or her employer for"bodily injury'to any co- "employee"of such person injured in the course of employment, or to the spouse, child, parent, brother or sister of that co-"employee"as a consequence of such "bodily injury', or for any obligation to share damages with or repay someone else who must pay damages because of the injury; (2) Any partner or"executive officer"for any"auto" owned by such partner or officer or a member of his or her household; (3) Any person while employed in or otherwise engaged in duties in connection with an "auto business", other than an "auto business"you operate; AP2126US 01-08 Page 1 of 2 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211B1A3825F8 (4) The owner or lessee(of whom you are a sub lessee)of a"hired auto"or any agent or "employee" of any such owner or lessee; (5) Any person or organization for the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. C. Solely with respect to HIRED AUTO LIABILITY: SECTION V—DEFINITIONS is amended by adding the following: 1. "Auto Business" means the business or occupation of selling, repairing, servicing, storing or parking "autos". 2. "Hired Auto" means any"auto"you lease, hire or borrow. This does not include any"auto"you lease, hire or borrow from any of your"employees"or members of their households, or from any partner or"executive officer"of yours. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. AP2126US 01-08 Page 2 of 2 DocuSign Envelope ID:84DFD917-76FD-48D4-B447-211 B1A3825F8 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule State Person or Organization Job Description California City of Cupertino RE: New Cupertino Library 10300 Torre Avenue expansion project. Cupertino, CA 95014-3255 The premium charge for this endorsement shall be $25. This charge will be billed at the final audit. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Republic Indemnity Company of America Company Number 19739 Insured Nova Partners, Inc. Policy Number 166499-15 Endorsement Number 28 Endorsement Effective August 01, 2019 Printed On March 16, 2020 Countersigned by WC 00 03 13 (Ed. 04-84) ©1983 National Council on Compensation Insurance.