00-063 Zumwalt Engineering,,
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f ^v PURCHASE ORDER NO.
ACCOUNT NO. 270-9531-7014
AGREEMENT
THIS CONSULTANT AGREEMENT, made and entered into this day of , 2000,
by and between the CITY OF CUPERTINO, a municipal corporation of California, hereinafter referred to
as "CITY", and Zumwalt Engineering Group, a consulting firm with offices at 2680 Bishop Drive, Suite
150, San Ramon, California 94583, hereinafter referred to as "CONSULTANT";
WITNESSETH:
WHEREAS, CITY desires to retain project management services in conjunction with The
Cupertino Interchange Improvements Ramp/Meter Signal/Arterial Traffic Signal Interconnection
Project;; and
WHEREAS, CITY desires to engage CONSULTANT to provide these services by reason of its
qualifications and experience for performing such services, and CONSULTANT has offered to provide
the required services on the terms and in the manner set forth herein;
NOW, THEREFORE, in consideration of their mutual covenants, the parties herein agree as
follows:
1. DEFINITIONS.
(a) The word "City" as used in this agreement shall mean and include all the
territory lying within the municipal boundaries of the City of Cupertino, California, as presently existing,
plus all territory which may be added thereto during the term of this agreement by annexation or
otherwise.
(b) The term "City Manager" shall mean the duly appointed City Manager of the
City of Cupertino, California, or his/her designated representative.
(c) The term "City Attorney" shall mean the duly appointed City Attorney of the
City of Cupertino, California, or his/her designated representative.
(d) The term "City Clerk" shall mean the duly appointed City Clerk of the City of
Cupertino, California, or his/her designated representative.
(e) The term "FHWA" shall mean the Federal Highway Administration.
Transportation.
(f) The term "State" shall mean the State of California Department of
2. CONSULTANT CONTRACT ADMI[VISTRATION.
(a) Cwt The City Manager shall be representative of CITY for all purposes under
this agreement. RAYMOND CHONG is hereby designated as the CONTRACT ADMINISTRATOR for
the City Manager and shall supervise the progress and execution of this agreement.
(b) Consultant. CONSULTANT ;hall assign a PROJECT MANAGER to have
overall responsibility for the progress and execution of'this agreement for CONSULTANT. Joe Enke is
hereby designated as the PROJECT MANAGER. Should circumstances or conditions subsequent to the
execution of this consultant agreement require a substitute PROJECT MANAGER for any reason, the
PROJECT MANAGER designee shall be subject to thf: prior written acceptance and approval of the
CONTRACT ADMINISTRATOR.
3. DESCRIPTION OF WORK.
(a) Services to be Furnished. CONSULTANT shall provide all specified services as
set forth in the following documents:
(1) CITY's "Request for Statements ofQualifications--Project Management
Services for Transportation Improvement Projects in the City of Cupertino", dated July 7, 1999, attached
as Exhibit A.
(2) CONSULTANT's "St~itements of Qualifications--Project Management
Services for Transportation Improvement Projects", dated July 21, 1999, attached as Exhibit B.
(3) CONSULTANT'S "Pr~~posal for Project Management Services for The
Cupertino Interchange Improvements Ramp/Meter Sig~ial/Arterial Traffic Signal Interconnection
Project", dated August 31, 1999, attached as Exhibit C.
(b) Laws to be Observed. CONSt~LTANT shall:
(1) Procure all permits and licenses, pay all charges and fees, and give all
notices which may be necessary and incident to the due and lawful prosecution of the services to be
performed by CONSULTANT under this agreement.
(2) Keep itself fully informed of all existing and future federal, state, and
local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed
under this agreement, any materials used in CONSULTANT'S performance under this agreement, or the
conduct of the services under this agreement.
(3) At all times exercise dine professional care to observe and comply with,
and cause all of its subconsultants and employees, if any, to observe and comply with all of said laws,
ordinances, regulations, orders, and decrees mentioned above;
(4) Immediately report to t:he CONTRACT ADMINISTRATOR in writing
any discrepancy or inconsistency it discovers in said la~NS, ordinances, regulations, orders, and decrees
mentioned above in relation to any plans, drawings, specifications, or provisions of this agreement.
(c) Release to Reports and Inform~ition. Any reports, information, data, or other
material given to, or prepared or assembled by CONSULTANT or its subconsultants, if any, under this
agreement shall be the property of CITY and shall not 1-e made available to any individual or organization
by CONSULTANT or its subconsultants, if any, under this agreement without the prior written approval
of the City Manager.
(d) Qualifications of CONSULTA~~IT. CONSULTANT represents that it is qualified
to furnish the services described under this agreement.
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4. TIME OF BEGINNING AND COMPLETION.
CONSULTANT shall begin work after letter of notification has been sent to the CONSULTANT
from the CITY. Work will be completed by Decembe-r 31, 2001.
5. PAYMENTS.
The basis of payment for the services provided by the CONSULTANT under this
agreement shall be computed as cost plus fee rates.
(a) The CITY shall reimburse the CONSULTANT on a time and expenses basis for
actual cost plus fixed fee (including labor costs, employee benefits, overhead, profit, and other direct
costs plus fixed fee) incurred by the CONSULTAN']' in performance of the work, in an amount not to
exceed $21,000.00 (TWENTY ONE THOUSAND ,AND 00/100 DOLLARS). Actual costs shall not
exceed the estimated wage rates and other costs set forth in the CONSULTANT's cost proposal.
(b) The CONSULTANT shall be: reimbursed for actual travel expenses incurred in
the performance of this work, including the use of private cars at the rate of 31 cents per mile, while
traveling away from CONSULTANT'S headquarter:; which is hereby designated as San Ramon. In
addition, CONSULTANT'S personnel shall be reimbursed for per diem expenses at a rate not to exceed
that currently authorized for State employees under State Department of Personnel administration rules.
$21,000.00.
(c) Total expenditures made under this agreement shall not exceed the sum of
The CONSULTANT's cost proposal is stated in the following documents:
(1) Consultant's "Cost Proposal", dated August 31, 1999, attached as Exhibit D.
6. RECORDS RETENTION.
The CONSULTANT'S records shall be retained for inspection by the State, FHWA, or their duly
authorized representatives for three years after final p~iyment to the CONSULTANT.
7. COST PRINCIPLES.
The Federal Acquisition Regulations in Title 48, Code of Federal Regulations (CFR) 31 are the
governing factors regarding allowable elements of cost.
(a) Covenant Against Contingent Fees. The CONSULTANT warrants that he/she
has not employed or retained any company or person, other than a bona fide employee working for the
CONSULTANT to solicit or secure this agreement, and that he/she has not paid or agreed to pay any
company or person, other than a bona employee, any fee, commission, percentage, brokerage fee, gift, or
any other consideration contingent upon or resulting from the award or formation of this agreement. For
breach or violation of this warranty, the CITY shall have the right to annul this agreement without
liability, or at its discretion to deduct from the agreement price or consideration, or otherwise recover, the
full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
DOCUMENTS.
The CONSULTANT shall document the result: of the work to the satisfaction of the CITY and,
if applicable, the State and FHWA. This may include I~reparation of progress and final reports, plans,
specifications and estimates, or similar evidence of attainment of the agreement objectives.
(a) Ownership of Documents. The; tracings, plans, specifications, and maps
prepared as instruments of professional services or obt~.ined under the terms of the agreement be
delivered to and become the property of the CITY, and that basic survey notes and sketches, charts,
computations, and other data prepared or obtained under such agreement shall be made available, upon
request, to the CITY without restriction or limitation on their use. The CONSULTANT shall not be
responsible for CITY's modification to its instruments ,~f professional services or for their re-use on other
projects.
9. CHANGES IN WORK.
All changes and/or extra work shall be performed and paid for in accordance with the following:
(a) Only the City Engineer or City Council may authorize extra and/or changed
work. CONSULTANT expressly recognizes that other City personnel are without authorization to either
order extra and/or changed work or waive contract requirements. Failure of CONSULTANT to secure
the Council's or City Engineer's prior written authorization for such extra and/or changed work shall
constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and
CONSULTANT thereafter shall be entitled to no comp~:nsation whatsoever for performance of such
work.
(b) If the CONSULTANT is of the opinion that any work he has been directed to
perform is beyond the scope of this agreement and constitutes extra work, he shall promptly notify the
CITY of the fact. The CITY shall make a determinatio~i as to whether or not such work is, in fact,
beyond the scope of this Agreement and constitutes extra work. In the event that the CITY determines
that such work does constitute extra work, it shall provide extra compensation to the CONSULTANT on
a fair and equitable basis. A supplemental agreement providing for such compensation for extra work
shall be negotiated between the CITY and the CONSULTANT. Such supplemental agreement shall be
executed by the CONSULTANT and be approved by the necessary CITY officials.
(c) In the event CITY determines that such work does not constitute extra work,
CONSULTANT shall not be paid extra compensation above that provided herein and if such
determination is made by CITY staff, said determination may be appealed to the City Council as long as a
written appeal is submitted to the City Manager within five (5) days after the staff's determination is
received by the CONSULTANT. Said written appeal shall include a description of each and every
ground upon which CONSULTANT challenges the staff's determination.
10. DELAYS AND EXTENSIONS.
The CITY shall consider an appropriate extension of time in case of unavoidable delays and for
consideration of corresponding warranted adjustments in payment. In the event that the services called
for under this agreement are not completed within the time specified above, the City Manager shall have
the option to extend the time for completion. This paragraph does not preclude the recovery of damages
for delay by either party. Neither party shall be responsible for delays from causes beyond its reasonable
control.
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11. TERMINATION OR ABANDONME>`1T.
(a) Right to Suspend or Terminate. Either party may suspend or terminate this
agreement for any reason by giving thirty (30) days' written notice. Upon receipt of such notice
CONSULTANT shall immediately discontinue his performance under this agreement. The City Manager
shall have the authority to suspend this agreement, wholly or in part, for such period as he deems
necessary due to unfavorable conditions or to the failure on the part of the CONSULTANT to perform
any provision of this agreement.
(b) Payment. Upon such suspension or termination, CONSULTANT shall be paid
for all services actually rendered to CITY to the date of'such suspension or termination; provided,
however, if this agreement is suspended or terminated for fault of CONSULTANT, CITY shall be
obligated to compensate CONSULTANT only for that portion of CONSULTANT services which are of
benefit to CITY.
(c) Return of Materials. Upon such suspension or termination, CONSULTANT
shall turn over to the City Manager immediately any and all copies of studies, sketches, drawings,
computations, and other data, whether or not completed., prepared by CONSULTANT or its
subconsultants, if any, or given to CONSULTANT or it:s subconsultants, if any, in connection with this
agreement. Such materials shall become the permanent: property of CITY. CONSULTANT, however,
shall not be liable for CITY's use of incomplete materi~ils or for CITY's use of complete documents if
used for other than the project contemplated by this agreement.
12. REMEDIES
Upon a breach or default of any of the terms or obligations of this Agreement by
CONSULTANT, the CITY shall be entitled to exercise all rights and remedies hereby reserved under this
agreement or made available under applicable laws.
13. RESPONSIBILITY FOR CLAIMS ATD LIABILITY (INDEMNIFICATION).
CONSULTANT hereby agrees to indemnify and save harmless CITY, its officers, agents, and
employees of and from:
(a) Any and all damages to or destruction of the property of CITY, its officers,
agents, or employees occupied or used by or in the care, custody, or control of CONSULTANT caused
by any negligent act, error, or omission of CONSULTANT or any subconsultant under this agreement or
of CONSULTANT's or any subconsultant's employees or agents.
(b) Any and all Maims and demands which may be made against CITY, its officers,
agents, or employees by reason of any injury to or death of or damage suffered or sustained by any
employee or agent of CONSULTANT or any subconsultant under this agreement, to the extent caused by
any negligent act, error, or omission of CONSULTAN']', excepting, however, any such claims and
demands which are the result of the negligence or willf.rl misconduct of CITY, its officers, agents, or
employees.
(c) Any and all penalties imposed or damages sought on account of the violation of
any law or regulation or of any term or condition of an~~ permit by CONSULTANT, to the extent caused
by any negligent act, error, or omission of CONSULTP~NT.
(d) The CONSULTANT is not responsible for the accuracy of data from any other
sources or from conclusions reached as a result of utilizing information supplied by third persons.
(e) The CITY agrees to provide legal defense to challenges of the adequacy and
completeness of the services provided. The CONSULif ANT shall assist the CITY in responding to such
challenges. If it is subsequently ruled by a court of jurisdiction that errors of facts, procedures, or scope
have occurred and that these errors and/or omissions were the result of the CONSULTANT's own
negligent professional services, then the CONSULTAI`IT shall be responsible for providing whatever
remedies may be required to make the analysis adequate and complete.
14. GENERAL COMPLIANCE WITH LAWS AND WAGE RATES.
The CONSULTANT shall comply with all Federal, State, and local laws and ordinances
applicable to the work. This includes compliance with prevailing wage rates and their payment in
accordance with California Labor Code, Section 1775.
(a) Subconsultants, Assignment and Transfer. Under this agreement, participating
Federal funds are furnished. The subcontracting, assig~iment or transfer of any of the work, except as
otherwise provided for in the executed agreement, is prohibited. All contracts shall provide that
subcontracts exceeding $25,000 in cost shall contain al l required provisions of the prime contract.
(1) Assignment. Both pansies shall give their personal attention to the
faithful performance of this agreement and shall not as:sign, transfer, convey, or otherwise dispose of this
agreement or any right, title, or interest in or to the same or any part thereof without the prior written
consent of the other party, and then only subject to such terms and conditions as the other party may
require. A consent to one assignment shall not be deemed to be a consent to any subsequent assignment.
Any assignment without such approval shall be void, arid, at the option of the other party, shall terminate
this agreement and any license or privilege granted her~;in. This agreement and any interest herein shall
not be assignable by operation of law without the prior written consent of the other party.
(2) Subconsultants; Employ. CONSULTANT shall be responsible for
employing or engaging all persons necessary to perform the services of CONSULTANT hereunder. No
subconsultant of CONSULTANT will be recognized b~~ CITY as such; rather, all subconsultants are
deemed to be employees of CONSULTANT, and it agrees to be responsible for their performance.
CONSULTANT shall give its personal attention to the fulfillment of the provisions of this agreement by
all of its employees and subconsultants, if any, and shall keep the work under its control. If any
employee or subconsultant of CONSULTANT fails or refuses to carry out the provisions of this
agreement or appears to be incompetent or to act in a disorderly or improper manner, he shall be
discharged immediately from the work under this agreement on demand of the CONTRACT
ADMINISTRATOR.
(b) Consultant's Endorsement on flans, Specifications, & Estimates/Other Data.
The responsible CONSULTANT/engineer shall sign all. plans, specifications, estimates, and engineering
data furnished by him/her and where appropriate, india~te his/her registration number.
(c) Disadvantaged Business Entert~rise Considerations. CONSULTANT has given
consideration to DBE firms as specified in 23 CFR 172.5(e) and has met requirements in the provisions
of Title 49, Part 23, Code of Federal Regulations (49 C FR23) and the City of Cupertino's adopted DBE
program. Evidence must be presented of "good faith" effort, when applicable.
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The provisions of Title 49, Part 23, Code of Federal Regulations (49 CFR 23) and the CITY's
adopted DBE Program require that Disadvantaged Business Enterprises (DBEs) have the opportunity to
participate in federally-funded, transportation projects. The agency has established a goal of 10% DBE
participation in this consultant contract.
In order to meet these requirements, the following criteria have been established:
1. Participation by Caltrans' certified DBl?s as a prime consultant or sub-consultants in this
contract, or
2. A good faith effort by the prime consultant in trying to secure participation by DBEs
prior to award of this contract. Documentation of a good faith effort is to be submitted in writing and
consists of the following:
a) A list of Caltrans' certified DBEs solicited.
b) Description of efforts to use thy; services of available minority community
organizations; minority contracting groups; women contractor groups; and local,
State, and Federal minority business assistance centers in the recruitment and
placement of DBEs including name of contact, date of contact, and information
they provided.
c) Identification of the portions o1'the work to be performed by DBEs, including
type of work and dollar value.
d) Documentation of good faith n~~gotiations between subcontractors and interested
DBEs, including names and dollar value of all bids.
15. INSPECTION.
CONSULTANT shall furnish CITY with every reasonable opportunity for CITY to
ascertain that the services of CONSULTANT are being performed in accordance with the requirements
and intentions of this agreement. All work done and al I materials furnished, if any, shall be subject to the
CONTRACT ADMINISTRATOR'S inspection and approval. The inspection of such work shall not
relieve CONSULTANT of any of its obligations to fulfill its agreement as prescribed.
16. INDEPENDENT JUDGMENT.
Failure of CITY to agree with CONSULTANT'S independent findings, conclusions, or
recommendations, if the same are called for under this agreement, on the basis of difference in matters of
judgment shall not be construed as a failure on the part of CONSULTANT to meet the requirements of
this agreement.
17. NOTICES.
All notices hereunder shall be given in writing and mailed, postage prepaid, by certified
mail, addressed as follows:
TO CITY: Raymond Chong
Contract Administrator
City of Cupertino
10300 Torre Avenue
Cupertino, CA. 95014
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TO CONSULTANT: Joe Enke
Project Manager
Zumwalt Engineering Group
2680 Bishop L-rive, Suite 150
San Ramon, California 94583
18. INTEREST OF CONSULTANT.
CONSULTANT covenants that it prese;ntly has no interest, and shall not acquire any
interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the
performance of the services hereunder. CONSULTANT further covenants that, in the performance of
this agreement, no subconsultant or person having such an interest shall be employed. CONSULTANT
certifies that no one who has or will have any financial interest under this agreement is an officer or
employee of CITY. It is expressly agreed that, in the performance of the services hereunder,
CONSULTANT shall at all times be deemed an independent contractor and not an agent or employee of
CITY.
19. CERTIFICATIONS
The CITY and CONSULTANT shall c~;rtify that they have not required, directly or
indirectly, as an express or implied condition in connection with obtaining or carrying out this agreement:
(a) Certification of Local Agency, attached as Exhibit E
(b) Certification of Consultant, att:ached as Exhibit F.
21. INSURANCE.
CONSULTANT, at its sole cost and expense, shall obtain and maintain in full force and
effect throughout the entire term of this agreement, the insurance coverage of at least an "A" rating as
determined in accordance with the Best's Guide Rating, and class VII in financial rating, insuring not
only CONSULTANT, but also (with the exception of workers' compensation and employer's liability
insurance), CITY, its officers, agents, and employees, and each of them with respect to activities and
services performed by CONSULTANT for or on behalf' of CITY under the provisions of this agreement.
Certificates of such insurance, on the forms provided by CITY, shall be filed with CITY
concurrently with the execution of this agreement attached as Exhibit G-1 to G-7. With the exception of
professional liability insurance, said certificates shall bf; subject to the approval of the City Attorney and
shall contain an endorsement stating that said insurance is primary coverage, and will not be canceled or
altered by the insurer except after filing with the City Clerk thirty (30) days written notice of such
cancellation or alteration, and that the City of Cupertino is named as an additional insured. Current
certificates of such insurance shall be kept on file at all times during the term of this agreement with the
City Clerk.
22. WORKERS' COMPENSATION.
CONSULTANT certifies that it is aware of the provisions of the Labor Code of the State
of California which require every employer to be insured against liability for workers' compensation or to
undertake self-insurance in accordance with the provisi~~ns of that Labor Code, and it certifies that it will
comply with such provisions before commencing the pf;rformance of the work of this agreement.
23. AGREEMENT BINDING.
The terms, covenants, and conditions of this agreement shall apply to, and shall bind the
heirs, successors, executors, administrators, assigns, and subconsultants of both parties.
24. WAIVERS.
The waiver by either party of any breach or violation of any term, covenant, or condition
of this agreement or any provision, ordinance, or law shall not be deemed to be a waiver of any other
term, covenant, condition, ordinance, or law of or any subsequent breach or violation of the same or of
any other term, covenant, condition, ordinance, or law. The subsequent acceptance by either party of any
fee or other money which may become due hereunder shall not be deemed to be a waiver of any
preceding breach or violation by the other party of any -term, covenant, or condition of this agreement or
of any applicable law or ordinance.
25. COSTS AND ATTORNEY'S FEES.
The prevailing party in any action brought to enforce the terms of this agreement or
arising out of this agreement may recover its reasonable: costs and attorney's fees expended in connection
with such an action from the other party.
26. NONDISCRIMINATION.
No discrimination shall be made in the employment of persons under this agreement
because of the race, color, national origin, ancestry, religion, or sex of such person.
If CONSULTANT is found in violation. of the nondiscrimination provisions of the State
of California Fair Employment Practices Act or similar provisions of federal law or executive order in the
performance of this agreement, it shall thereby be found in material breach of this agreement.
Thereupon, CITY shall have the power to cancel or suspend this agreement, in whole or in part, or to
deduct from the amount payable to CONSULTANT the sum of Twenty-five Dollars ($25) for each
person for each calendar day during which said person ~Nas discriminated against, as damages for said
breach of contract, or both. Only a finding of the State of California Fair Employment Practices
Commission or the equivalent federal agency or officer shall constitute evidence of a violation of contract
under this paragraph.
If CONSULTANT is found in violation. of the nondiscrimination provisions of this
agreement or the applicable affirmative action guideline:s pertaining to this agreement, CONSULTANT
shall be found in material breach of this agreement. Thereupon, CITY shall have the power to cancel or
suspend this agreement, in whole or in part, or to deduct from the amount payable to CONSULTANT the
sum of Two Hundred Fifty Dollars ($250) for each calendar day during which CONSULTANT is found to
have been in such noncompliance as damages for said breach of contract, or both.
27. AGREEMENT CONTAINS ALL UNDERSTANDINGS.
This document represents the entire and integrated agreement between CITY and
CONSULTANT and supersedes all prior negotiations, representation, or agreements, either written or
oral. This document may be amended only by written i nstrument, signed by both CITY and
CONSULTANT. All provisions of this agreement are expressly made conditions. This agreement shall
be governed by the laws of the State of California.
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LIST OF E7s:HIBITS
Exhibit Title
A City's "Request for Statements of Qualifications--Project Management
Services for Transportation Improve;ment Projects in the City of
Cupertino", dated July 7, 1999
B Consultant's "Statements of Qualifications--Project Management
Services for Transportation Improvement Projects in the City of
Cupertino", dated July 21, 1999
C Consultant's "Proposal for Project 1Vlanagement Services for The
Cupertino Interchange Improvements Ramp Meter SignaUArterial
Traffic Signal Interconnection Project, dated August 31, 1999
D Consultant's "Cost Proposal", dated August 31, 1999
E Certification of Local Agency
F Certification of Consultant
G-1 Insurance Agreement
G-2 Certificate of Insurance
G-3 Endorsement of Primary Insurance
G-4 Additional Insured Endorsement
G-5 Comprehensive General Liability
Commercial General Liability
Endorsement of Aggregate Limits of Insurance per project
G-6 Waiver of Subrogation Endorsement V'Jorker's Compensation
Insurance
G-7 Notice of Policy Cancellation Endorsement
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EXIIIBIT E
CERTIFICATION OF LOCAL AGENCY
0.e-.
I HEREBY CERTIFY that I am the L~C~-~~)1.~/i~ d7tirQ-cA7i1/ , of the City of
Cupertino, and that the consulting firm of Zumwalt Enp;ineering Group or its representative has not been
required (except as herein expressly stated), directly or indirectly, as an express or implied condition in
connection with obtaining or carrying out this agreement to:
(a) employ, retain, agree to employ or retain, any firm or person; or
(b) pay or agree to pay, to any firm, person or organization, any fee, contribution,
donation, or consideration of any kind.
I acknowledge that this Certificate is to be made availa~~le to the California Department of Transportation
(Caltrans) in connection with this agreement involving participation of Federal-Aid Highway funds, and
is subject to applicable State and Federal laws, both cri;~n
2 ~-tJD~
Date)
EXHIBIT F
CERTIFICATION O>E' CONSULTANT
I HEREBY CERTIFY that I am the ~ ,and duly authorized
representative of the firm of Zumwalt Engineering Group, whose address is 2680 Bishop Drive, Suite
150, San Ramon, CA 94583, and that, except as hereby expressly stated, neither I nor the above firm that
I represent have:
(a) employed or retained for a commission, percentage, brokerage, contingent fee, or other
consideration, any firm or person (other than a bona fide employee working solely for me or the
above consultant) to solicit or secure this agreement; nor
(b) agreed, as an express or implied condition for obtaining this contract, to employ or retain
the services of any firm or person in connection with carrying out the agreement; nor
(c) paid, or agreed to pay, to any firm, org~inization, or person (other than a bona fide
employee working solely for me or the above c~~nsultant) any fee, contribution, donation, or
consideration of any kind for, or in connection with, procuring or carrying out this agreement.
I acknowledge that this Certificate is to be made available to the California Department of Transportation
(Caltrans) in connection with this agreement involving participation of Federal-Aid Highway funds, and
is subject to applicable State and Federal laws, both criminal and civil.
(Date) ~ ignature)
ZUMWALT ENGINE(=RING GROUP
,Civil Engineering/Projec:t Management
2680 Bishop Drive, Suite 150 San Ramon, California 94583
Tel. (925) 830-5016 ~ Fax (925) 830-5023
August 31, 1999 ,EX~~ /~~
Mr. Raymond D. Chong
City Traffic Engineer
CITY OF CUPERTINO
10300 Torre Avenue
Cupertino, California 95014-3255
Subject: Proposal for Project Management Services for the
Cupertino Interchange Improvement. Ramp Meter Signal /
Arterial Traffic Signal Interconnection Project
Dear Mr. Chong:
Zumwalt Engineering Group is pleased to submit this proposal for project management services
for the Cupertino Interchange Improvements Ramp Meter Signal /Arterial Traffic Signal
Interconnection Project.
Background
The City has received grant funding for the subject project. The project will develop a data
exchange network at interchanges on Interstate Route 280 and State Route 85 to improve traffic
operations at ramps and on arterials.
The plans, specifications and estimates (PS&E) wilt. be prepared by a consultant. The City is in
need of project management services to successfull:,~ complete the work.
Based on the foregoing, we propose the following scope of work.
Scope of Work
Task 1-Project Management Services
Staff/Design Consultant Oversight
• Review Monthly Invoices.
• Draft correspondence including staff report;. to City Council.
• Attend progress meetings.
• Administer consultant agreement.
• Coordinate with staff and design consultant.
• Assist in selection of consultant.
Mr. Raymond D. Chong
Proposal for Project Management Services for the Cupertino Interchange Improvements Ramp
vleter Signal /Arterial Traffic Signal Interconnection Project
Page 2
• Compliance with Funding Source Reimbursement Requirements
• Prepare documents such as quarterly reports and invoices to meet funding requirements
for reimbursements.
Maintain Project File
Assist the City in maintaining the project filE: for audit purposes.
Coordinate with Outside Agencies
• Coordinate with outside agencies affected b}~ the proposed project.
• Assist the City with the review and processicig of procedures and agreements.
• Process Right-of--Way Certificates and Encroachment Permits if required.
• Prepare Requests for Authorization.
Schedule
It is our understanding that the City is prepared to start immediately on this project. We will
work with staff to develop a detailed project schedule.
Fee
We propose to accomplish the above work on a cost plus fee basis, in accordance with the
attached cost proposal, with a budget amount of $2l ,000. This amount will not be exceeded
without your prior written authorization.
We look forward to working with the City on this project. If you should have any questions or
need any additional information, please call Joe Eril~;e or myself.
Very truly yours,
ZUMWALT ENGINEERING GROUP
A California''Clorporation
P~ GU ~~'~
James W. umwalt, P.E.
Principal
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Attachments
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CERTIFICATE OF LIABILITY INSURANCE ~=, ;~::~~:~ o3i`i3iaoo
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Dealey, Renton & ASSOClateS ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
P. O. BOX 12675 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Oakland, CA 94604-2675 ~
510 4 6 5- 3 0 9 0 INSURERS AFFORDING COVERAGE
INSURED ~INSURERA:Kemper Insurance Companies
Zumwalt Engineering Group IINSURERB:American Automobile Ins. Co.
2680 Bishop Drive Suite 150 ~suRERC:General Ins. Co. of America
San Ramon, CA 94583
INSURER D:
I INSURER E:
~nvco n r~cc
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDffION OF ANY CONTRACT OR OTHER DOCLMENT WRH 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 ANO CONDfTIONS OF SUCH
POLICIES. AGGREGATE UMTTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ___
INSR
R TYPE OF INSURANCE ~ POLICY EFFECTIVE
POLICY NUMBER ~ TI- MM/D / 'POLICY EXPiRATIONI
AT MM/ D i LIMITS
A GENERAL LIABILITY 7RD659809-00 ~ 02,/11/00 02/11/01 ~ EACHOCCURRENCE ! $l, 000, OOO
X ~ COMMERCIAL GENERAL LIABILITY I I FIRE DAMAGE (Any one firaM s3 O O , O O O _
~ j CLAIMS MADE OCCUR I MED EXP (Any one person) i S5 O O O
PERSONAL$ADVINJURY !$1 OOO OOO
GENERAL AGGREGATE $2 O O O O O O
GENiAGGREGATELIMITAPPLIESPER: PRODUCTS-COMP/OPAGG S2 OOO OOO
X POLICY PRO LOC
A AUT OMOBILE LIABILITY 7RD659809-00 02/11/0 02/11/01 COMBINED SINGLE LIMIT
Sl 000 000
i
(Ea accident) / /
ANY AUTO
ALL OWNED AUTOS ~
I ~
BODILY INJURY $
SCHEDULED AUTOS I I (Per person)
X HIRED AUTOS BODILY INJURY
S
I
(Per accident)
X NON-OWNED AUTOS
PROPERTY DAMAGE IS
(Par accident) I
GARAGE LIABILITY AUTO ONLY- EA ACCIDENT $
ANY AUTO j OTHER THAN EA ACC $
AUTO ONLY: AGO $
EXCESS LIABILITY I EACH OCCURRENCE ~ S _
OCCUR ~ CLAIMS MAD ~ AGGREGATE i S
I$
DEDUCTIBLE I $
RETENTION S $
B
WORKERS COMPENSATION AND
WZP80814356
07/01/99
07/01/00 WC STATU- .0TH
X I
EMPLOYERS'LIABILITY E.L.EACHACCIDENT I$1 OOO OOO
E.L.DISEASE-EA EMPLOYE ~ 51 O O O O O O
E.L. DISEASE-POLICYLIMtiI51 000 000
C OTHER professional CM7850939B 02;01/00 02/01/01 $1,000,000 @ claim
iability & Annual Aggregate
5 000 Ded. @ Claim
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLESIEXCLUSIONSRDDED BY ENDORSEAIENT/SPECIAL PROVISIONS
All operations of the Named Insured
Additional Insured Endorsement attached.
Project: Transportation Projects
I ~
City of Cupertino, City Hall
City Traffic Engineering
Attn: Ray Chang
10300 Torre Avenue
Cupertino, CA 95014-3255
n tenon ne cr~~n~~~ ..F i IlC'27G7A /M7 r.A ~iQ
ShiOU LD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCE LLE D BEFORE THE EXPIRATION
DATETHEREOF,THEIS8UING INSURER WILLENDEAVORTO MAIL~_ DAYS WRITTEN
N~ITIGET9TH~ c~RTlpiCgT€ NoLPERNAMRDTgTHELEFT, BUTFAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
,TES
O ACORD CORPORATION 1988
3-09-2000 4 : 58AM FROM ZUMWALT ENV ! N (~F~tUUl1 '~ 1 ~] ti;31~1 5(~J~:3
CUPEIt 1N0 CERTIFICATE OF IIvSURANC~~ TO THE CITY OF CUPERTINO
This certif es to the City of Cupertino that the follo~~ving described policies have been issued to
the insured named below and are in force at this time.
Insured: Zumwalt EnQineerine Group
Address;2680 Bishop Drive, Suite 150 _
San Ramon, CA 94583
Description of opcrationsllocations/products insured (show contract name and/or number, if
any}:
wORKEIt'S COMPENSATION * statutory M;in,
"Employer's
American Automobile Ins. Co.Liability
(name of insurer}
. $1,000,000_ $ 1,000,000 $ 1,000,000
Insurance.Company's State Liccnsc No. WZP80814356
C;heeJc Policy Type: Each Occurrence ~ $ 1, 000 , 000
COMPREHF•NSI'VE GENEIte~L
'
TY
LIABIIY.Y
[ ] Premises/operations
General Aggregate $ 2 , 000 , 000 _
(if applicable) .
~[ ] Qwners & Contractors -
~ $
Protective ASBnE~e
[ j Contractual for Specific 1, 000 , 000
$
Contract Person;!! Igjury
[ J Products Liability
[ ] XCU Hazards
[ ] Broad Form P.D. X00 , 000
Fire n:usage (any one fire) $
[ ] Severability of Interest
Clause
[ ] Porsonal !injury with 10 , 000
- Medical Exponse S
Employee Exclusion Removed (any one person)
m. Self-Insured
COMMERCIAY. GENTt,ItAL LIABYLITY Retentiion ~
Kemper InG~ trance Comvar~~PG
T (name of insurer)
policy No. 7RD659809-00 Expiration Date 2 / 11 /2001
Certificate of Insurance Agreement Page 1 of 2
~. ~
3-09-2000 4:58AM FROM ZUMWALT ENGIN GROUP 510 8314 5b23
AUTOMOTNE/VEHICLELIABILIYY
Commercial Eorm
Liability Coverage
Kam~ar Tncuranre ComnaniPS
(name of insurer)
$~' ~f10 ,A00
Each Accidenx
BODILY INJURY
Each Pcrson
pROpERTY DAMAGE
Each Accident
$1 nnn nnn
or
c;ombincd Single Limit $1 000 000
Policy No. 7RD659809-00 Expiration D:ue 2 / 11 /2001
N / a A copy of all Endorsements to the policy(ies} which in any way .
(agent's initial) limit the above-listed. types of coverage are attached to this
Certificate of Insurance.
This Certificate of Insurance is not an insurance policy and does not amend, extend or slur the'
coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or
condition of any contract or any other documemt with respect to which this Certificate of
Insurance may be issued or may pertain, the insurance afforded by the policies described herein
is subject to alI the terms, exclusions and conditions of such policies.
IT IS HEREBY C TIFI that the above policy(ies) provide ]iability insurance. as required by
Cerditcate of Insu ranee Agrcemtnt Pale 2 of 2
~i~the Agreem iry and the insured.
DEA d P ~^ ~ '~ !AYES
n r?ated• March 13 , ~.240U
sy: - -
Shirlee F. Kumar, CPCU
Attach Certificate of Insurance aad Additional Insured Endorsement on eornpany forms.
N. 4
3-09-2000 4:59AM FROM ZUMWALT ENGIN GROUP 510 830 5023
CUPF.fLTiNO ENDORSEMENT OF PR]MARY INSURANCE
In consideration of the policy premium and notwithstanding any inconsistent statement in the'
policy to which this Endorsement is attached or any other Endorsement attached thereto, it is
agreed as follows:
The insurance afforded by this policy is pri.rnary insurance, sad no additional insurance
held or owned by the designated additional insured(s).shall be called upon to cover a loss under
said additional policy.
POLICY IN']F'ORMATION
1. Insurance Company: Kemper Insurance Companies
2. Insurance Policy Number. 7RD659809-00
3. Effective Date of this Endorsement: March 13 2000
4. Insured:, Zumwalt Engineerin Group
All notices herein provided to be given by the Insurance Company to the City iu
connection with this policy and this Additional Instircd Endorsement, sha.11 be mailed to or
delivered to the City az 10300 Tam Avenue; Cup':rtino, California 95014.
I~ Shirlee F. Kumar, CPCU (printltypename)
warrant that I have authority to bind the below liste Ins ce C mpaay and by my signature
hereon do so bind this Company.
Signature of Authorized R,epresentative:~,~ - "
(Original signature required on all Endorsements furnishe to the District) .
Name of
Agent/Agency: Shirlee F. Kumar, CPCU
Dealey Renton & Associates
Address: P.O. Box 12675
Oakland, CA 94604-2675
Title• Account Manager
Telephone: 510 465 3090
Facsimile: 510 4 5 2 219 3
P. 5
primary Endorsement Page I of 1
3-09-2000 4:59AM FROM ZUMWALT ENGIN GROUP 510 830 5023
cu~riNo
ADDITIONAL INSURIED ENDORSEMENT
In consideration of the policy premium and noh~vithstanding any inconsistent statement in the
policy to which this Endorsement is attached or any other Endorsement attached thereto, it is
agreed as follows:
. The City of Cupertino ("City"} and its directors, officers, enguuers, agents and employees,
and all public agencies from whom permits will be obtained and their directors, officers,
engineers, agents and employees are hereby declared to be additional insureds under the terms of
this policy, but only with respect to the operations of the Contractor at or upon any of the
premises of the City in connection with the Contnict with the City, or acts or omissions of the
additional insureds in connection with, but limited to its general supervision or inspection of said
operations.
POLICY INFORMATION
1. Insurance Company' Kemper Insurance C~~mpanies
2. Insurance Policy Number: 7RD659809-00
3. Effective Date of this Endorsement: March 13 , ~OOp~
4. Insured: Zumwalt En~ineerinQ Group
All notices herein provided to be given by the )Insurance Company to the City in connection
with this policy and this Additional Insured Endorsement, shall be mailed io or delivered to the
City at 10300 Torre Avenue; Cupertino, California 9~O14.
I,
Shirlee F. Kumar, CPCU (print/type name)
warrant that I have authority to bind the below
hereon do so bind this Company.
Signature of Authorized Representative: s i Lam-'
(Original signature required on all Endorsements furnished
Company and by my signature
SATES
the District)
Names of Shirlee F. Kumar, CPCU
Agent/Agency: I)eale Renton & Associates Title: A o nt Man er
Address:
P.O. Box 12675
Telephone: 510 465 3090
Oakland, CA 94604-2675 Facsimile: 510 452 2193
P. 6
Additional Insured Endorsoment Page 1 of 1
3-09-2000 5:00AM FROM ZUMWALT ENGIN GROUP 510 830 5023 P.7
.,
CUPEI~TINO COMPREHENSI'V'E GENER~I.L~ LL4BILITY
COMMERCIAL GEI~IERAL LIABILPI'Y
ENDORSEMENT OF AGGREGATE LIIVYCTS OF INSURANCE PER PROJECT
In consideration of the policy premium and notwithstanding any inconsistent statement in the
policy to which this Endorsement is attached or any other Endorsement attached thereto, it is
agreed as follows:
This Endorsement modifies the insurance provi'dcd under the General Liability Coverage part
of the below referenced policy of insurance.
~ The general aggregate limit under LIMITS OF II~ISURANCE applies.separately to the project
described as
POLICY INFORMATION
1. Insurance Company:
2. Insurance Policy Number: 7RD659809-00
3. Effective Date of this Endorsement: March 13 .2000^
4, jnsured; Zumwalt En ,ineering Groin
5. Additional Insured: City of Cupertino, its directors, officers, agents and employees.
All notices herein provided to be given by the Insurance Company to the City in connection
with this policy and this Additional Insured Endorsement, shall be mailed to or delivered to tYce
City at 10300 Torre Avenue; Cupertino, California ~ 95014.
I~ Shirlee F. Kumar, CPCU ~ (p~tJtype name)
warrsat that I have authority to bind the below li:~ted ~'isurance Company and by my signature
hereon do so bind this Company. f j
DEAD 11Yd M OCIATES ~ ',
Signature of Authorized Representative:
(Original signature required on all Endorsements furnished to the District)
Names of Shirlee F. Kumar, CPCU
Agent/Agency: Dealey Penton & Associates 'Title: Account Manager
Address: .0. Box. 675 Telephone: 510 465-3090
a an - Facsimile: ~ ~ ~ I,
Kemper Insurance Companies
Aggregate Limits Endorsement Page 1 of 1
3-09-2000 5:00AM FROM ZUMWALT ENGIN GROUP 510 830 5023
CUPE~7tN0
WAYVER OF SUBROGATION ENDORSEMENT
WORKER'S COMPENSATION INSURANCE
In consideration of the policy premium and notwithstanding any inconsistent statement in the
policy to which this Endorsement is attached or ,any other Endorsement attached thereto, it is
agreed as follows:
It is agreed that with respect to such insurance as is afforded by the policy, the Insurance
Company waives nay right of subrogation it may require against the City of Cupertino, and each
of its directors, officers, agents, consultants and employees by reason of any payment made on
account of injury, including death resulting therefrom, sustained by any employee of the insured,
arising out of the performance of the above-referenced Contract.
POLICY INFORMATION
1. Insurance COmpariy: Merican Motorist: Insurance Co (Fireman's Fund) -
2. Insurance Policy Number: WZP80814356
Effective Date of this Endorsement: March 13 2000,_
4. Insured: Zumwalt Engineering Group
All notices herein provided to be given by the Insurance Company to the City in connection
with this policy and this Additional Insured Endorsement, shall be mailed to or delivered to rho
City at 10300 Torre Avenue; Cupertino, California 95414.
I Shirlee F. Kumar, CPCU
warrant that I have authority to bind the below
hereon do. so bind this Company.
(p~UtYPe name)
Company and by my signature
,TZ_3
i Signature. of Authorized Representative:
~ (Original signature required on all Ei
Names of Shirlee F. Kumar, CPCY Account Manager
Agent/Agetxcy: ~G~ R o n h n ll be ~S e n r i_, t o 3 TitiC:
Address: P.O. Box 12675 510 465 3090
Telephone: ~ ~,
Oakland, CA 94604-2675 Facsimile: 510 452 2193
P_ 8
Subrogation Endorsement Payte 1 at 1
3-09-2000 5:00AM FROh1 ZUMWALT ENGIN GROUP 510 830 5023
CUPE~ INO
NOTICE OF POLICY
CANCELLATION EPdDORSEMENT
In consideration of the policy premium. and notwithstanding any inconsistent statement in
the policy to which this Endorsement is attached or any other Endorsement attached thereto, it is
agreed as follows:
Cancellation Notice. The insurance affonied by this policy shall not be suspended,
voided, canceled, reduced in coverage or in li~m:its, or materially altered, except after thirty (30}
days' prior written notice by certified mail, return receipt requested, has been given to the City of
Cupertino ("City'7. Such notice shall be addressed ~:o the City as indicated below.
POLICY INFORMATION
1. Insurance Company' Kemper Insurance C~~mpanies
2. Insurance Policy Number: 7RD659809-00
3. Effective Date of this Endorsement: March 13 , 2000_,
4, I~~d; Zumwalt En ineerina Grou
All notices herein provided to be given by the Insurance Company to the City in connection
with this policy and this Additional Insured Endorsement, shall be mailed to or delivered to the
City at 10300 Torre Avenue; Cupertino, California 95014.
I, Shirlee F. Kumar, CPCU ~ (printltype name)
warrant that I have authority to bind the below listed In ce C pany and by my signature
hereon do so bind this Company. j
OCAL~1~`f .tiFi AN t3l tAl'ES
Signature of Authorized Representative:_ $'/~G?/~t~~"`-~2;
(Original sigiiature required on all Endorsement: furnished to•
Names of Shirlee F. Kumar, CPCU
AgendAgency Dealey Renton & Associates '1'lde; Account Mana er
P.O. Box 12675
Telephone: 510 465 3090
Facsimile: 510 4 5 2 ~ 219 3
P. 9
Cancellation Endorsement Page 1 of 1