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17-059 Alta Planning + Design, Inc., Design Professional Services for Bicycle Wayfinding Signage ProgramP.O .# ~ <1--':9)f AGREEMENT BETWEEN THE CITY OF CUPERTINO AND AL TA PLANNING+ DESIGN FOR DESIGN PROFESSIONAL SERVICES FOR BICYCLE WAYFINDING SIGNAGE PROGRAM This Agreement for Design Professional Services ("Agreement"), dated ~Uv 'J.-~ , 2017 , is entered into by and between City of Cupertino, a municipal corporation ("City"), and Alta Planning+ Design , Inc., a California Corporation , whose address is 711 SE Grand Avenue , Portland, OR 97214 (hereinafter referred to as "Design Professional "), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Design Professional represents that it is specially trained, experienced and competent to perform the civil engineering services ("Services") required for th e City 's Pedestrian Transportation Plan Update Project ("Project"). C. Design Professional represents that it is duly licensed in good standing by the State of California to perform such Services and has submitted a proposal , dated March 24, 2017 ("Proposal ") in response t o the City 's request for proposals. D . City is entering into this Agreement in reliance upon Design Professional 's representations, set forth above, to provide the Services in accordance with the terms and conditions of this Agreement. TERMS AND CONDITIONS 1. TERM: The term of this Agreement ("Term") will beg in on the date this Agreement is fully executed by both parties and, unless terminated earlier as set forth below or extended by a written amendment to this Agreement, will expire upon on December 31 , 2017. 2. SERVICES TO BE PERFORMED: A. Basic Services. Design Professional will provide Basic Services under this Agreement as further described the Scope of Services set forth in Exhibit A, Scope of Services , attached hereto and incorporated herein, and as further specified in the Proposal , except to the extent that any provision in the Proposal conflicts or is inconsistent with this Agreement and the Exhibits hereto , or as otherwise expressly rejected in writing by the City. Basic Services may be divided into separate sequential tasks ('Tasks") as further specified in City of Cupertino Page 1 of 14 A lta Pl anning + Des ign For Bicycle Wayfin ding Signage Program Exhibit A. B. Additional Services. City may request, at any time during the Term of this Agreement, that Design Professional provide additional services related to the Project, which are not already encompassed , expressly or implicitly, in this Agreement , Exhibit A or the Proposal ("Additional Services"). Any Additional Services must be authorized in writing by City . Design Professional will not be entitled to compensation for Additional Services provided without or prior to the City 's written authorization . Duly authorized Additional Services are subject to all of the provisions that apply to Basic Services under this Agreement, except and only to the extent otherwise specified. All references to "Services" include Basic Services and any authorized Additional Services . 3. SCHEDULE: All Services must be provided within the times specified in Exhibit B, Schedule of Performance , attached hereto and incorporated herein. Design Professional must promptly notify the City of any actual or potential delay in providing the Services as scheduled to afford the City adequate opportunity to address or mitigate the delay if possible. Design Professional must begin each separate Task included in Basic Services upon receipt from City of a notice to proceed ("Notice to Proceed ") for that Task, and must complete the Task within the time specified in Exhibit B. 4. CO MPE NSAT IO N: A. Maximum Compensation . T~e cumulative total payment to Design Professional for Basic Services, Additional Services and expenses under this Agreement may not exceed $ 49 ,973.00 . Design Professional is no t entitled to any payment for Services or expenses in excess of this maximum limit. B. Basic Services . City will pay Design Professional $49 ,973.00 ("Lump Sum Price"), for the complete and satisfactory performance of the Basic Services in accordance with this Section 4 and as may be further specified in Exhibit C, Compensation, attached hereto and incorporated herein. The Lump Sum Price is completely inclusive of all time and expenses to provide the Basic Services, including , but not limited to , subconsultant costs, materials , supplies , equipment, travel, taxes, overhead and profit. If, for any reason, Design Professional does not fully complete the Basic Services it will only be entitled to a percentage of the Lump Sum Price that is proportionate to the percentage of Basic Services that were completed to the City's reasonable satisfaction . C. Additional Services. Additional Services that have been duly authorized by City as specified above, and provided to the City 's reasonable satisfaction , may be compensated on a lump sum basis or based on time and expenses, subject to a not-to-exceed limit, using the Hourly Rates Schedule and Reimbursable Expenses Schedule included in Exhibit C, Compensation . An allowance of $0 has been budgeted for Additional Services under this Agreement. The City has the discretion, but not the obligation, to authorize Additional Services up to this not-to-exceed amount, including the discretion to elect not to authorize any Additional Services . For Additional Services provided on an hourly basis, Design Professional will be entitled to compensation for costs other than direct labor, normal business expenses and overhead, based on the documented actual cost only, with no markup or surcharge ("Reimbursable Expenses"). Design Professional will not be entitled to reimbursement for in City of Cupertino Page 2 of 14 A lta Planning + Des ign For Bicycle Wayfinding Signage Program house copying, printing , faxes, telephone charges , employee overtime, or travel to City 's offices or to the Project site, unless or to the extent such expenses are specifically authorized in Exhib it C . D. Invoices and Payments. City will pay Design Professional for Services provided to the City 's reasonable satisfaction , within 30 days following receipt of a properly submitted invoice for Services provided during the preceding calendar month. 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 further specified in Exhibit C. City will notify Design Professional in writing if it disagrees with the stated percentage of completion, and if the disagreement is unresolved , City will pay Design Professional based on the portion of Services that City agrees have been satisfactorily completed at that point. 1 . Time and Expenses: For Additional Services provided on an hourly basis , each invoice must also include, for each day Services were provided: a. The name and title of each individual or subconsultant providing Services; b . A succinct summary of the Services performed by each individual or subconsultant; c . The time spent by each individual or subconsultant providing those Services, in 30 minute increments ; d . The applicable hourly billing rate or subcons ultant cha rge and payment due; e. An itemized list with amounts and explanation for all permitted reimbursable expenses . 2 . 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 Term of the Agreement. Each invoice must attach legible , dated receipts for all Re i mbursable Expenses. 5. TIME IS OF THE ESSENCE: Time is of the essence for the performance of all Services required under this Agreement and for all of Design Professional's duties under this Agreement. Design Professional must at all times have sufficient, qualified staff or subconsultants assigned to timely provide all Services under this Agreement. Design Professional must take appropriate measures to avoid delay of Project completion , including , but not limited to , prompt submission of deliverables and any required revisions , and prompt responses to City or contractor requests, including , but not limited to, requests for information, substitution requests and change order requests. Failure to comply with the schedule requirements or failure to timely submit deliverables or provided responses as specified under this Agreement may be deemed a material breach of this Agreement. 6. STANDARD OF CARE: All Services must be provided in a manner that meets or exceeds the standard of care applicable to the same type of design professionals performing similar work in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or City of Cupertino Page 3 of 14 Alta P lannin g + Des ign Fo r Bicycle Wayfinding Signage Program subconsultants who are not employed by the City and who do not have any contractual relationship with City , with the exception of this Agreement. All Services provided under this Agreement, including authorized Additional Services, must be performed as specified to the City 's reasonable satisfaction . 7. ERRORS AND OMISSIONS: Design Professional is solely responsible for all of its or its subconsultants ' errors and omissions and must promptly correct any and all such errors and omissions at its sole expense. Design Professional must also take appropriate measures to avoid or mitigate any delay , liability or costs resulting from any such errors or omissions . This provision survives expiration or termination of this Agreement. 8. PROJECT COORDINATION: A. City Project Manager. The City 's authorized delegee, Julie Chiu, will be the City 's representative for all purposes under this Agreement ("City Project Manager'') with authority to oversee the progress and performance of Services under this Agreement. The City reserves the right to replace or provide a substitute City Project Manager at any time , and without prior notice to the Design Professional. B. Design Profes s ional Project Manager. Design Professional will assign a single Project Manager (the "DP Project Manager"), subject to City approval , with authori ty to receive and act on directions from the City and responsibility for the progress and performance of Services under this Agreement. The designated DP Project Manager is Emi l y Duchon. If a substitute or replacement DP Project Manage r is required for any reason , the City must be not ified of the need as soon as possible , Design Professional 's designation of the individual proposed to serve as the substitute or replacement will be subject to the City 's prior written approval. Design Professional is not entitled to compensation for the time required for the substitute or replacement DP Project Manager to obtain sufficient knowledge of the required Services to fully assume the former DP Project Manager's responsibilities . C . Communication and Coordination. Design Professional is responsible for coordinating the efforts of Design Professional 's subconsultants or subcontractors providing Services for this Agreement. Design Professional must also coordinate its Services to the extent reasonably possible , with other City employees or consultants assigned to the Project. Design Professional is responsible for ensuring that the City Project Manager is regularly updated as to the progress or status of the Services, including, but not limited to, participation in meetings or compliance with reporting requirements specified in Exhibit A. Design Professional has an affirmative obligation to promptly notify the City Project Manager of any significant problems or concerns as they arise in order to enable timely resolution or mitigation of any such problems. Design Professional must promptly respond to the City Project Manager's inquiries regarding the Services . 9. HOLD HARMLESS: A. Indemnity Obligations Subject to Civil Code Section 2782.8. Design Professional will , to the fullest extent allowed by law, with respect to all Services performed in connection with the Agreement , indemnify , defend, and hold harmless the City and its officers, officials, agents, employees and volunteers (collectively , the "Indemnified Parties ") from and City of Cupertino Page 4 of 14 Alta Pl annin g+ Design Fo r Bicycle Wayfinding Signage Program against any and all liability, claims, actions , causes of action or demands whatsoever against any of them , including any injury to or death of any person or damage to property or other liability of any nature (collectively, "Liability "), that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional or Design Professional's employees, officers, officials, agents or subconsultants . Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation. Design Professional is not obligated under this Agreement to indemnify City to the extent that any Liability is caused by the sole or active negligence or willful misconduct of any of the Indemnified Parties. In addition to its indemnity obligations, Design Professional will provide its immediate and active cooperation and assistance to the City , at no additional cost to the City, in analyzing, defending, and resolving such Liability . B. Claims For Other Liability. For all liabilities other than those included within paragraph (A) above, Design Professional will, to the fullest extent allowed by law, indemnify, defend, and hold harmless the Indemnified Parties against any and all liability, claims , actions, causes of action or demands whatsoever from and against any of them , including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to , or relate to the performance of this Agreement by Design Professional or Design Professional's employees, officers, officials, agents or subconsultants . Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice , expert fees and all other costs and fees of litigation. Design Professional will not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of the Indemnified Parties . C. Claims Involving Intellectual Property. In addition to the obligations set forth in paragraphs (A) and (B) above, Design Professional w ill indemnify, defend, and hold the Indemnified Parties harmless from and against any claim in which an alleged violation of intellectual property rights, including but not limited to copyright or patent rights, arises out of, pertains to , or relates to Design Professional's negligence, recklessness or willful misconduct under this Agreement. 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 litigat ion . D. Survival. The requirements of this section survive expiration or termination of this Agreement. 10. INSURANCE: On or before the commencement of the Term of this Agreement, Design Professional must furnish City with certificates showing the type , amount, effective dates and dates of expiration of insurance coverage required in this section. Such certificates, which do not limit Design Professional's indemnification obligations, must also contain substantially the following statement: "If any of the above insurance covered by this certificate is canceled before the expiration date thereof, the insurer affording coverage will provide 30 days advance written notice to the City of Cupertino , Attention : City Manager." Design Professional will maintain in force at all times during the performance of this Agreement all insurance coverage required by this Agreement with an insurance company that is acceptable to City and authorized to do insurance business in the State of California . Design Professional must also submit endorsements with the certificates naming the City as additional insured in relation to the commercial general liability and commercial automobile liability policies , as further specified below. City of Cupertino Page 5 of 14 A lta Planning + Des ign For Bicycle Wayfinding Signage Program A. Coverage . Design Professional must maintain the following insurance coverage: 1. Workers' Compensation: Statutory coverage as required by the State of California . If Design Professional is self-insured, it must provide its duly authorized Certificate of Permission to Self-Insure. 2. Liability: Commercial general liability coverage in the following minimum limits : Bodily Injury: $500,000 each occurrence $1,000,000 aggregate -all other Property Damage: $100,000 each occurrence $250 ,000 aggregate If submitted , combined single limit policy with aggregate limits in the amounts of $1 ,000 ,000 will be considered equivalent to the required minimum limits shown above. 3. Automotive: Commercial automotive liability coverage for owned , non -owned and hired vehicles, in the following minimum limits: Bodily Injury: $500 ,000 each occurrence Property Damage : $100,000 each occurrence or Combined Single Limit: $500 ,000 each accident 4. Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Design Professional in the amount of at least $1 ,000,000 per claim and in the aggregate. The professional liability insurance must include prior acts coverage, which must remain in effect for four years following the earlier of expiration or termination of the Term of this Agreement. B. Subrogation Waiver. Each required policy must include an endorsement that the insurer waives any right of subrogation it may have against the City or the City 's insurers . Design Professional agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance , Design Professional will look solely to its insurance for recovery. C. Failure to Comply . If Design Professional at any time during the Term of this Agreement fails to secure or maintain the required insurance, City may obtain or maintain the insurance in the Design Professional's name or on behalf of the Design Professional and will be compensated by the Design Professional for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid . City of Cupertino Page 6 of 14 A lta Pl anning + Des ign For Bicyc le Wayfind ing Signage Program D. Additional Insured Endorsements. City, its City Council, boards and commissions, officers , officials, employees, agents and volunteers must be named as additional insureds under all insurance coverages, except any worker's compensation and professional liability insurance, required by this Agreement. Any additional insured will not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured will not be required to contribute anything toward any loss or expense covered by the insurance required under this Agreement. E. Sufficiency of Insurance. The insurance limits required by City are not represented as being sufficient to protect Design Professional. Design Professional is advised to confer with Design Professional's insurance broker to determine adequate coverage for Design Professional. 11. INDEPENDENT CONTRACTOR: City and Design Professional intend that the relationship between them created by this Agreement is that of owner-independent contractor. The manner and means of providing the Services are under the control of Design Professional, except to the extent they are limited by statute , rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Design Professional's performance of the Services. None of the benefits provided by City to its employees, including, but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave, are available from City to Design Professional, its employees or agents. Deductions will not be made for any state or federal taxes , FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any payments due to Design Professional. Payments for the above items, if required, are the responsibility of Design Professional. 12. SUBCONSULTANTS: Unless prior written consent from City is obtained, only those individuals and subconsultants whose names are included in this Agreement, including the Exhibits hereto, may provide Services under this Agreement. Design Professional must require all of its subconsultants providing Services under this Agreement to comply with the terms and conditions of this Agreement. Any subconsultants employed by Design Professional must be required to furnish proof of workers' compensation insurance and must also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance required for Design Professional. 13. IMMIGRATION REFORM AND CONTROL ACT CIRCA): Design Professional assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing the Services, pursuant to all applicable IRCA or other federal, or state laws, rules or regulations . Design Professional will indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance with this section by Design Professional. 14. NON-DISCRIMINATION: City of Cupertino Page 7 of 14 Alta Planning + D es ign Fo r Bicycle Wayfinding Signage Program Consistent with City's policy that harassment and discrimination are unacceptable employer or employee conduct, Design Professional agrees that harassment or discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Design Professional or Design Professional's employees or subconsultants on the basis of race, religious creed, color, national origin , ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected classification will not be tolerated . Any violation of this provision by Design Professional , its employees, subconsultants or agents constitutes a material breach of this Agreement, and grounds for termination for cause. 15. PROHIBITION AGAINST TRANSFERS: Design Professional will 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 without City's consent will be null and void, and any assignee, sublessee, hypothecate or transferee will acquire no right or interest by reason of any attempted assignment, hypothecation or transfer. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Design Professional, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Design Professional is a partnership or joint venture or syndicate or cotenancy , which results in changing the control of Design Professional as a legal entity, will be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the business entity. 16. PERMITS AND LICENSES: Design Professional, at its sole expense, must obtain and maintain during the term of this A gree ment, all appropriate permits, certificates and licenses including, but not limited to , a City Business License that may be required in connection with the performance of the Services. 17. WORK PRODUCT: A. Property Rights. Any interest (including copyright interests) of Design Professional or its subconsultant(s) in any work product, document, report, draft, memoranda, map, record, plan, drawing, specification and other deliverable, in any medium (collectively, "Work Product"), which has been prepared or created by Design Professional or its subconsultant(s) pursuant to or in connection with this Agreement, will be the exclusive property of City. No Work Product, information or other data given to or prepared, created, or assembled by Design Professional or its subconsultant(s) pursuant to this Agreement may be made available to any individual or organization by Design Professional or its subconsultant(s) without prior written approval by City. All provisions of this section survive expiration or termination of this Agreement. B. Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product prepared or created under this Agreement is deemed works for hire and all copyrights in such Work Product will be the property of City. !n the event that it is ever determined that any Work Product prepared or created by Design Professional or any subconsultant under this Agreement are not works for hire under federal law, Design Professional hereby assigns to City all copyrights to such Work Product when and as created. Subject to City 's prior written approval , Design Professional may retain and use copies of such Work Product for reference and as documentation of its experience and capabilities and in its promotional materials. With respect City of Cupertino Page 8 of 14 Alta Planning + Des ign For Bicycle Wayfinding Signage Program to Design Professional's standard details , Design Professional may retain the copyright, but grants to City a perpetual non-exclusive license to use such details in connection with the Services. C. Patents and Licenses. Design Professional must pay any and all 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 that it selects for incorporation into the Services or Work Product provided under this Agreement. D. Re-Use of Work Product. Without limiting any other City right to any of the Work Product prepared or created by Design Professional or its subconsultants , and subject to the limitations of law, all Work Product prepared under this Agreement may be used or modified by the City or its authorized agents in execution or implementation of: 1. The Services for which Design Professional was hired; 2 . Completion of the Services by others; 3. Subsequent additions to the Services; and/or 4. Other City projects. E. Deliverables and Format. Electronic and hard copies of Design Professional 's Work Product will constitute the Project deliverables. Plans must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. All written Work Product required to be provided by this Agreement (othe r than large-scale arch itectural plans and similar items) must be printed on recycled paper and copied on both sides of the paper except for one original, which must be single-sided. 18. RECORDS: Design Professional must maintain complete and accurate records with respect to sales, costs , expenses, receipts and other such information required by the City that relate to the performance of Services under this Agreement. Design Professional must maintain adequate records of Services provided in sufficient detail to permit an evaluation of the Services. All such records must be maintained in accordance with generally accepted accounting principles and must be clearly identified and readily accessible. Design Professional must provide free access to such books and records to the City or its agents at all times during Design Professional 's normal business hours. Design Professional must give the City or its agents the right to examine and audit those items, and to make transcripts or copies as necessary, and to inspect all work , data , documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, must be kept separate from other documents and records which are unrelated to this Agreement and must be maintained for a period of three years after receipt of final payment from the City. If supplemental examination or audit of the records is necessary due to concerns raised by City 's preliminary examination or audit of records , and the City 's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls , or other breach of contract or failure to act in good faith, then Design Professional must reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. The requirements of this section survive expiration or termination of this Agreement. City of Cupertino Page 9 of 14 A lta Planning + Des ign For Bicycle Wayfinding Signage Program 19. NOTICES: All notices , demands, requests or approvals to be given under this Agreement must be given in writing and will be deemed served when delivered personally; or on the second business day after the deposit thereof in the United States Mail, postage prepaid , registered or certified ; or upon confirmation of delivery by a reputable overnight delivery service . A. To City. All notices , demands , requests, or approvals from Design Professional to City must be addressed to City at: City of Cupertino 10300 Torre Ave . Cupertino, CA 95014 Attention: Julie Chiu B. To Design Professional. All notices , demands, requests, or approvals from City to Design Professional must be addressed to Design Professional at: Alta Planning + Design 711 SE Grand Avenue Portland, OR 97214 Attention: Contract Administration 20. TERMINATION: A. Termination for Convenience. City may, at any time, acting in its sole discretion and without cause , terminate this Agreement for convenience by giving written notice to Design Professional at least seven days before the effective date of the termination . If the Agreement is terminated pursuant to this pa ragraph , the City will compensate Design Professional for all Services satisfactorily performed prior to the effective date and time of the termination , in accordance with this Agreement. B. Termination for Cause . If Design Professional fails or refuses to perform any of its duties under this Agreement at the time and in the manner required, Design Professional will be deemed in default of this Agreement. If the default is not cured or diligently attempted to be cured by Design Professional within the time specified in the City 's written notice of default , or if the Design Professional has otherwise materially breached the Agreement , the City may terminate the Agreement for cause by giving written notice to Design Professional at least seven days before the effective date of the termination, unless otherwise specified in the written notice of default. C . Duties upori Termination. If the Agreement is terminated, whether for convenience or cause, within seven days of the effective date of the termination, Design Professional must promptly deliver to City copies of all Work Product, deliverables, or documents prepared by Design Professional under this Agreement, including both print and electronic versions . Full compliance with this requirement is a condition precedent to final payment following termination . This paragraph survives termination of the Agreement. City of Cupertino Page 10 of 14 A lta Plannin g + Des ign For Bicycle Wayfinding Signage Program 21 . LEGAL REQUIREMENTS: Design Professional must comply with all applicable local , state or federal laws, rules and regulations, and all ordinances, rules and regulations enacted or issued by City . In addition, if any of the Services provided under this Agreement are subject to prevailing wage requirements under Labor Code Section 1720 et seq., the following provisions apply to those Services: A. Prevailing Wages. To the extent applicable, Design Professional must comply with the City 's Labor Compliance Program and all other requirements set forth in Labor Code section 1770 et seq. B. Working Day. To the extent applicable , Design Professional must comply with California Labor Code Section 1810 , et seq. which provides that w ork pe rfor m ed by emp lo yees of c on tractors in excess of 8 ho urs per day , and 4 0 hou rs d u r ing an y on e w ee k , mu st be compensated as o vert ime, at not less than 1 ½ t imes the bas ic rate of pay . C. Payroll Records. To the extent applicable, Design Professional must comply with California Labor Code Section 1776 which requires certified payroll records be maintained with the name, address, social security number, work classification , stra ig ht t i me a nd ov ert ime hours worked each day and week, and the actual per diem wages paid to each j o urneyman , apprentice , wo rker, o r other emp loyee emp loyed by h im or her i n co nnection with th is Agreement. The payroll records must be made availab le for inspection as provided in California Labor Code Section 1776 . D. Apprentices. To the extent applicable , Design Professional must comply with California Labor Code Section 1777.5 regarding apprentices. 22 . DISPU T E RESOLU T ION: This Agreement will be interpreted under and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all val id laws, orders, rules , and regulations of the authorities having jurisdiction over this Agreement ( or the successors of those authorities). Any suits brought pursuant to this Agreement must be filed with the Superior Court for the County of Santa Clara , State of California, and no other place . If the parties engage in arbitrat ion to resolve a dispute relating to this Agreement , the arbitrator's award must be supported by law and substantial evidence , and must include detailed written findings of law and fact. This section survives expiration or termination of the Agreement. 23. ATTORNEY FEES: If the City initiates a legal action , including a complaint or cross-complaint, arising out of, relating to or seeking the interpretation or enforcement of the terms of this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs , including the attorney fees and costs for any arbitration , appeal, or enforcement of judgment. This attorney fee provision does not apply to legal actions initiated by the Design Profess ional. This section survives expiration or termination of the Agreement. City of Cupertino Page 11 of 14 A lta Planning + Des ign Fo r Bicycle Wayfinding Signage Program 24. ADVERTISEMENT: Design Professional may not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, posters or cards of any kind on City property performed under this Agreement without prior written approval from the City. 25. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant , or condition contained herein , whether of the same or a different character . 26. THIRD PARTY BENEFICIARIES: There are no intended third party beneficiaries of this Agreement. 27. RECITALS: The parties agree that the above recitals, which are made part of this Agreement, are true and correct. 28. INTEGRATED AND AMENDMENT: T his Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto , and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implie d covenant will be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written instrument signed by authorized representatives for both City and Design Professional. If any provision of this Agreement is determined to be illegal , invalid , or unenforceable by a court of competent jurisdiction, all remaining provisions will remain in full force and effect. 29. CONFLICT OF INTEREST: Design Professional warrants that it is not a conflict of interest for Design Professional to perform the Services required by this Agreement. Design Professional may be required to fill out a conflict of interest form if the Services provided under this Agreement require Design Professional to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6 , Section 18700 of the California Code of Regulations. 30. GIFTS: Design Professional is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee , as set forth in City Administrative Procedures. Design Professional agrees not to offer any C ity officer or designated employee any gift prohibited by the Administrative Procedures . Offering or giving a prohibited gift constitutes a material breach of this Agreement by Design Professional. In addition to any other remedies City may have in law or equity , City may terminate this Agreement for cause as provided in Section 20 of this Agreement. City of Cupertino . A lta Plann ing + Des ign Fo r Bicycle Wayfinding Signage Program Page 12 of 14 31. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement is deemed to be enacted herein , and the Agreement will be read and enforced as though each were included herein. If through mistake or otherwise , any such provision is not inserted or is not correctly inserted, the Agreement will be amended to make such insertion on application by either party. 32. EXECUTION: The person executing this Agreement on behalf of the Design Professional represents and warrants that the Design Professional has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Design Professional. 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. 33. 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. [Signatures on following page .] City of Cupe rti no Page 13 of 14 A lt a Pl anning + Des ign Fo r Bicycle Wayfinding Signage Program IN WITNESS WHEREOF , the parties have caused the Agreement to be executed. DESIGN PROFESSIONAL Alta Planning + Design , Inc . sy $1{ Uv / Name Brett Hondorp Title Vice President, as duly authorized Date __ '-f,__,l_...2:_1,,{--'-l 1---~_ Tax I.D. No.: 68-0465555 Address: 711 S.E. Grand Avenue Portland , OR 97214 City of Cupertino Alta Planning + Design For Bicycle Wayfinding Signage Program CITY OF CUPERTINO A Municipal Corporation By ~~ Tim~rden , DirectorofPublic Works Date t/-(1-7 /4 7 APPROVED AS TO FORM: Randolph Stevenson Hom , City Attorney ATTEST: ~-,;Ji-· )-'(-It Grace Schmidt, City Clerk Contract Amount: t./41..., 41--.3 . t-!9 Account No. : lf "Jv · ~ 1 · 0 ~ ::l--q()l).--<tcx.::,- ".ST o t'?r -~-;;.... c, d""""°' Po 1,-0 t ~ ..-6) 'is Page 14 of 14 Exhibit A-Scope of Services Task A: Project Coordination and Management Alta believes in open communication with our clients for successful plan development. Throughout the project, there will be ongoing coordination between Alta 's Project Manager, Emily Duchon, and the City of Cupertino Manager -including email, phone and written communication to keep the City apprised of progress. We propose to hold bi-weekly calls so that the project stays on schedule, on budget, and continues to meet the City's expectations. Alta will provide written monthly project status updates that will include budget and deliverable progress, accomplishments and challenges, and proposed work and action items for the next period . A.1 Kick-off Meeting Alta staff will attend a kick-off meeting with Cupertino staff to initiate the project. We will discuss project scope and schedule, as well as the vision and goals for the bicycle wayfinding system. In advance of the kick- off meeting, Alta will prepare the agenda and a Data Needs Request Memorandum that lists major items needed to advance the project, including GIS data and key plan documents for background review. At the conclusion of the kick-off meeting, key action items will be identified. A.2 Final Scope of Work, Schedule, and Budget (FSSB) Following the kick-off meeting, Alta will revisit the Scope of Work to consider potential cost-neutral adjustments to the staff hours and resources devoted to each task. If needed, an updated Scope of Work and budget will be submitted to the City Project Manager for approval before any additional tasks are initiated. A project schedule will be refined and updated to keep the project on task. A.3 Project Team Meetings Alta will participate in project team meetings in person or by phone to review project status and key deliverables. At minimum this will occur following Task B, Existing Conditions, Task C, Sign Designs and Task D, the draft plan. A.4 Bicycle and Pedestrian Commission Meetings With leadership from the City, Alta will engage the Bicycle and Pedestrian Commission at two key periods during the wayfinding plan process. At the first meeting we could hold a work session early in the process to identify wayfinding opportunities, challenges, desired destinations and local route preferences . Once draft wayfinding routes, designs and placement are determined (in Task C), we will hold a second meeting focused on recommendations. Topics for discussion shall include wayfinding sign designs, sign content (e.g., destination hierarchy and terminology), placement standards, and proposed locations for the sign system elements. Feedback received will be thoughtfully considered for integration into the final Bicycle Wayfinding Plan. Task A.5: Presentations to City Council Alta will develop presentation materials for, and present the Final Wayfinding Program to the City Council for adoption . Task A Deliverables: • Meeting Agenda and Meeting Minutes for kick-off meeting • Final Scope of Work, Schedule, and Budget (FSSB) if any significant changes are required or requested • Provide Meeting Materials (including agenda) for and participate in three (3) project team meetings • Provide Meeting Materials for and present at two (2) Bicycle and Pedestrian Commission meetings • Provide Presentation Materials and present the Final Bicycle Wayfinding Signage Program and Draft Resolution to be adopted at a City Council meeting Task B: Analysis of Existing Guide Signage, Needs and Plans B.1 Existing Conditions Report B1.1 Existing Plans & Policies Review Our previous work developing the City's Bicycle Master Plan has made us very familiar with the existing bikeway network, local challenges, and opportunities. Alta will review the plan summary from the Bicycle Master Plan and will use this information .to inform the destination selection, sign visioning and concept development tasks. B1.2 Prepare Base Maps Existing Plans and Studies Cupertino General Plan/Community Vision 2015 -2040 Cupertino Municipal Code Heart of the City Specific Plan, North Vallco Master Plan South Vallco Master Plan South Vallco Connectivity Plan, Cupertino Bicycle Transportation Plan Joint Cities Stevens Creek Trail Feasibility Study Santa Clara County General Plan Santa Clara Valley Transportation Authority County Wide Bicycle Plan VT A Valley Transportation Plan 2040 VT A Union Pacific Rail Trail Feasibility Study · MTC Regional Bicycle Plan and Plan Bay Area Online Mapping Sites Alta will work with the City to access existing GIS data (in ArcView-compatible format) to be used in preparing project base maps. Alta already has substantial bikeway information in GIS, developed as part of our previous work with Cupertino. However, up-to-date GIS data is best for consistency with current conditions. The existing condition base maps prepared by Alta will include information useful to developing a wayfinding plan, including existing and proposed bikeways, land uses and settlement patterns, major destinations and services, bicycle parking facilities, and connections to transit. Bikeways in adjacent jurisdictions will be displayed to show how the City of Cupertino's network provides connectivity and continuity to surrounding destinations in adjacent communities. Base maps will be developed at appropriate graphic scale(s) to communicate existing conditions and for incorporation into the Wayfinding Plan. Task B.2: Existing Sign and Destinations Inventory B2.1 Existing Sign Inventory The City will provide locations of existing bike wayfinding. In coordination with the kick-off meeting, Alta will conduct selected field review of existing bike guide signs. B2.2 Destination Selection and Prioritization A consistent approach to selecting and prioritizing destinations to be included in wayfinding is necessary where limited space is available for information and a multitude of potential destinations exists. Alta will prepare a preliminary destination list, organized into broad categories, as a starting point for the City to review and add to. Major areas, points of interest, districts, neighborhoods, and destinations (cultural, business, government, shopping, education, parking, recreation, neighborhoods, etc.) shall be included. We will recommend a destination selection criteria and prioritization, anticipating both regional attractions and local points of interest. B2.3 Bike Route Gaps Following mapping of destinations, Alta will identify the key bikeway gaps to high priority destinations. Task B Deliverables: • Memo B: o Document location of existing guide signage and existing/planned destinations. o Document the list of destinations, terminology for destinations, identify bike route gaps to destinations. Task C: Design Bicycle Wayfinding Signage Cl.l Design Standards and Requirements Alta will summarize technical requirements per the AASHTO Guide for Bicycle Facilities, the California Manual on Uniform Traffic Control Devices (CA MUTCD), and relevant Americans with Disabilities Act Accessibility Guidelines. Alta will also identify standards and regulations from the County and the City that may affect the design and placement of bicycle wayfinding signs. In addition, we will highlight best practices and lessons learned from model cities that go beyond the standards with the goal of achieving optimum results. Examples shall include systems that incorporate distance in terms of time (an effective encouragement tool), the integration of smartphone technology, and "heads up" orientation maps. Best practices for bicycle navigation -both on-street and off-street -shall be described, including methods of route identification, destination selection and prioritization, installation, and maintenance. We will summarize our findings in both memo and presentation format so that the information may be presented at the stakeholder meetings to establish a common understanding of innovative and effective wayfinding strategies and practices. This memo will be used as a framework to get City input prior to developing three concept designs. Cl.2 Conceptual Wayfinding Designs The bicycle wayfinding system is anticipated to be composed of a family of complementary elements, including directional, confirmation, and turn signs, as well as pavement markings. Orientation maps, decorative sign toppers, and mile markers will also be explored to create a complete and seamless navigational experience for area bicyclists. Based on input from City staff and stakeholders, three distinct design concepts for the wayfinding system will be prepared for discussion. Elements will be MUTCD compliant, where applicable. Each concept will highlight a unique branding opportunity that builds upon the City's current branding and existing signs . The goal will be to create a visual identity for the bicycle system that will be memorable and context appropriate reflecting the local setting and character of Cupertino . We will assemble a concept design package summarizing three conceptual designs as well as a decision matrix describing the pros and challenges such as material durability, and costs, for each design alternative. Up to two rounds of revisions will be made to refine the concept. Recommendations for each sign type will include overall dimensions, standards for graphics, fonts, type size, color palette, forms, and construction materials. Task C Deliverables: • Memo C: o Review of Federal, State and local standards and guidelines for sign design o Bicycle wayfinding best practices and lessons learned • Concept designs for up to three sign design themes and decision matrix • Provide scaled mock up for design concepts and final design. • Preferred sign design Task D: Draft Bicycle Wayfinding Program Report A concise and graphically rich bicycle wayfinding program report will be assembled describing the project vision and goals, wayfinding standards, existing conditions, destination priorities, design guidance and placement. The draft will be issued to the City. The following will be included in the plan Bicycle Wayfinding Vision and Goals Developed during kick-off meeting and with input from the Bicycle and Pedestrian Commission Federal, state and local design standards which impact the design of the Bicycle Wayfinding Signage Memo C will be revised and included in this section of the draft report. Analysis of Existing Wayfinding Signage, Needs and Plans Memo B will be revised and included in this section of the draft report. List of destinations The list of destinations will be updated from Task B, organized by tier and included in this section of the draft report. Terminology A glossary of terminology will be included in the draft plan. Guidelines for sign placement (Placement, spacing) An analysis of priority destinations, gateway locations, decision-making points, and bikeway routes will help shape our sign placement and destination selection recommendations. The sign placement guidelines will describe typical scenarios to be signed and destination inclusion criteria. Typical situations may include: entry points, zones/districts, transitions between bike network facility types, intersections with Class I Trails, and other decision points. Placement guidelines will address typical layout patterns of wayfinding elements for up to six unique scenarios and will include recommendations for typical setback, vertical clearance, and frequency. Map of approximate sign placement (accurate to SO ft.) A map with approximate sign locations will be developed for the existing bikeway network. Alta will develop a consistent sign placement protocol and create a GIS database of sign placements for phase one of the identified routes. The placement protocol will consider the context of routes through a city system. Identify different sign types for Cupertino's existing and proposed bike network . A preferred wayfinding sign program will be developed based on the preferred sign design in Task C. The following elements are anticipated: gateway monument, directional, confirmation, turn signs, mapboard kiosk and sign toppers. Template for different sign types. Schematic designs will indicate overall dimensions, materials, forms , and colors for each element within the wayfinding family. These will serve as templates for future sign implementation. Detail specifications Alta will develop specifications indicating dimensions, font size , artwork/logos (if used), materials, colors, and protective films to be used by sign fabricators to design sign plaques for the bicycle wayfinding family. Task D Deliverables: • Administrative Draft Bicycle Wayfinding Program Report • Draft Bicycle Wayfinding Program Report Task E: Final Bicycle Wayfinding Program Report Following a consolidated set of comments on the Draft Bicycle Wayfinding Program Report, Alta will create a final report. Task E Deliverables: • Final Bicycle Wayfinding Program Report to be presented for adoption at City Council Assumptions • Permitting and coordination with internal or external agencies will be completed by the Client. • All work is assumed to be within the public right-of-way. Verification shall be the responsibility of others . • Any coordination with private land owners or other public agencies not described within this specific scope of work is assumed to be the responsibility of others. • Structural and/or electrical engineering is not included as part of this scope of work. • Topographic survey is not included within this scope of work. • The schedule and budget assume that one set of reconciled comments will be provided to Alta with each review submittal described within this scope of work. • Bid services and construction administration shall not be included without a revised scope and budget. CI\ Ct ( I' It I\( r fC;t-·ct t, .... '-'(11,-02 /\It~ r, I i s .. ,~('-i< ,, Exhibit B-Schedule of Performance Project Schedule T he sched ul e has b e en c are full y o rgani zed t o se quen ce key t asks a nd meeti ngs, provid in g an effi c ient p rocess and early and thorough review of all products as t hey are developed. Task A. Project Coordination and Management A.1 Kick -off Meeting A.2 Final Scope of Work, Schedule, and Budget A.3 ProjectTeam Meetings A.4 Bicycle and Pedestrian Commission Meetings A.5 Presentation to City Council B. Analysis of Existing Guide Signage, Needs and Plans 8.1 Existing Conditions Report 8.2 Existing Sign and Destinations Inventory C. Design Bicycle Wayfinding Signage C.1.1 Design Standards and Requirements Cl .2 Conceptual Wayfinding Designs D . Draft Bicycle Wayfinding Program Report D.1 Adm in . Draft Bicycle Wayfinding Program Report 0 .2 Draft Bicycle Wayfinding Program Report E. Final Bicycle Wayfinding Program Report 24 2017 iiij;i•11fNIJli~IMJliiii1Ni1ii I LEGEND •• II •• -· I Task Progress X Meeting/ Workshop I Deliverable I Client Review Exhibit C-Compensation Project Budget Bicycle Wayfinding Signage Program I Alta Planning + Design I P rincipa I-Assistant in-Project Project Associate Graphic Task Total TASK Charge Manager Manager Engineer Designer Design Hours Task Fee Hugh • Emily Brian Laurentiu Reed Cat ! Louch Duchon Burchfield Dusciuc Gordon Cheng 2017 Hourly Rate* $265 $182 I $133 $170 $105 $112 A. Project Coordination and Management 1 30 27 0 0 0 58 $9,316 A.1 Kick-off Meeting 8 I 4 12 $1,988 A.2 Fina I Scope of Work, Schedule, and Budget 1 2 2 5 $895 A.3 Project Team Meetings 6 6 12 $1,890 A.4 Bicycle and Pedestrian Commission Meetings 10 11 21 $3,283 A.5 Presentations to City Council 4 I 4 8 $1,260 B. Analysis of Existing Guide Signage, Needs and 0 4 I 8 1 16 0 29 $3,642 Plans B.1 Existing Conditions Report 2 I 4 1 8 15 $1,906 B.2 Existing Sign and Destinations Inventory 2 4 8 14 $1,736 C. Design Bicycle Wayfinding Signage 2 22 I 22 10 42 29 127 $16,818 C.1.1 Design Standards and Requirements 1 8 10 6 14 10 49 $6,661 C1.2 Conceptual Wayfinding Designs 1 14 12 4 28 19 78 $10,157 D. Draft Bicycle Wayfinding Program Report 2 16 I 20 4 24 22 88 $11,766 D.1 Draft Bicycle Wayfinding Program Report 2 16 20 4 24 22 88 $11,766 E. Final Bicycle Wayfinding Program Report 1 16 I 6 2 20 18 63 $8,431 1 16 6 2 20 18 63 $8,431 Staff Hours 6 88 83 17 102 69 277 $49,973 Project Total $1,590 $16,016 $11,039 $2,890 $10,710 $7,728 $49,973 I GENERAL NOTES: • Hours and staff assignments can be adjusted by the consultant as ne eded to implement the tasks described during the course of the project. • Hourly rates are for calendar year 2017 , and will be adjusted if work is conti nu ed into subsequentyear(s ). Client#· 835015 ALTAPLAN ACORD, .. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 8/11/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENT.11.TIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED , the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~R~i~cT Karen Barry USI Northwest rAJgNJo Extl: 503 224-8390 I r.e~. Nol: 610 362-8130 700 NE Multnomah, Suite 1300 ioMl~~ss, karen.barry@usi.biz Portland, OR 97232 INSURER(S) AFFORDING COVERAGE NAIC# 503 224-8390 INSURER A: Charter Oak Fire Insurance Comp 25615 INSURED INSURER B: Travelers Property Casualty Ins 36161 Alta Planning + Design , Inc. INSURER c: Travelers Indemnity Company 25658 711 SE Grand Avenue INSURER D: SAIF Corporation 36196 Portland, OR 97214 INSURER E: Zurich Ameri can Ins. Co. 20443 INSURER F: Continental Casualty Company COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CER TIFY TH AT THE PO LICIES OF IN SU RANCE LI STED BELOW HAVE BEEN ISSUED TO THE IN SUR ED NAMED ABOVE FOR THE POLICY PERI OD INDICATED . NOTWITHSTANDING ANY REQUIREMENT , TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH TH IS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSUR ANCE AFFORDED BY THE POLICIES DESCR IB ED HERE IN IS SUBJECT TO AL L THE TERMS , EXC LUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURA NCE ADDL SUBR 1~alcl5iv~) POLICY EXP LIMITS LTR INSR wvo POLICY NUMBER I (MM/00/YYYYI A ~ COMMERCIAL GENERAL LIABILITY 6808B259484 !07/01/2016 07/01/201 i EACH OCCURRENCE $2 000 000 B D CLAIMS-MADE CB OCCUR 6808B259331 !07/01/2016 07/01/2017 DAMAGE 1?i RENTED s 1,000 000 PR EMISES Ea occurrencel MED EXP (Any one person) s10 000 ~ PERSONAL & ADV INJURY s 2,000,000 ~ GEN'LAGGREGATE LIMI T APPLI ES PER : GENERAL AGGREGATE s 4,000,000 R [BPRO-n LOC s4,000,000 PO LI CY X JECT PRODUCTS -COMP/OP AGG OT HE R: s C AUTOMOBILE LIABILITY BA7A574417 !07 /01 /2016 07/01/201 i COMB INED SING LE LIMIT s1 ,000,000 ~ (E a accident) .~ ANY AUTO BODILY INJURY (Per person) $ -SCHEDU LED ALL OWNED BODILY INJURY (Pe r accident) S ~ AUTO S <----AUTOS X X NON-OWNED PROPERTY DAMAGE s HIRED AUTOS AUTOS (Per accidenl) ~ <---- $ C ~ UMBRELLA LIAB ~ OCCUR CUP8B259933 !07 /01 /2016 07/01/201 i EACH OCCURRENCE s5 000 000 EXCESS LIAB CLAIMS-MADE AGGR EG ATE s5 000 000 OE D I xi RETENTIONs 10000 s D WORKERS COMPENSATION 771940 09/01/2016 09/01/2017 X ,~~fTUTE I j~JH-AND EMPLOYERS' LIABILITY Y/N 09/01/2016 E ANY PROPRIETOR /PAR TNER /EX EC UT IVE~ 8997892 09/01/201 i E.L. EACH ACCIDENT s1 000 000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) WA Stop Gap -EL E.L. DISEASE -EA EMPLOYEE $1 000 000 If yes, describe under OH Stop Gap -EL DE SC RIPTI ON OF OPERATIONS below E.L. DISEASE -POLICY LIMIT s1,000 000 F Professional MCH114135257 I07/01/2016 07/01/2017 $4,000,000 Per Claim Liability $4,000,000 Aggregate DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Project#: 00-2015-318; 2016 Cupertino Bicycle Transportation Plan. City of Cupertino, its City Council, boards and commissions, officers, employees and volunteers are included as Additional Insureds for General Liability and Auto Liability pursuant to written contract or agreement and to extent provided by attached endorsements CGD3810907 and CAT4200215. Coverage applies on a primary and non contributory basis and is primary to other insurance that is available to the Additional (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DA TE THEREOF, NOTICE WILL BE DELIVERED IN 10300 Torre Ave . ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE I {),[>,_ ·A,dl'J ·-~ .. ,10 ©'1988-2014 ACORD CORPORATION. All rights reserved . ACORD 25 (2014/01) 1 of 2 The ACORD name and logo are registered marks of ACORD #S18410596/M18398606 RDSZP DESCRIPTIONS (Continued from Page 1) Insured when required by written contract or agreement. Waiver of Subrogation applies when required by written contract or agreement. Should described policies be canceled before the expiration date thereof, the issuing company will mail 30 days advance written notice to the certificate holder named, except for nonpayment and Workers Compensation . SAGITTA 25.3 (2014/01) 2 of 2 #S18410596/M18398606 POLICY NUMBER: 680-8B259331 · POLICY NUMBER: 680-8B259484 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) Th is endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following Is added to WHO IS AN INSURED (Section II): Any person or organization that you agree In a "contract or agreement requiring insurance" to in- clude as an addi tional insured on this Coverage Part, but only with respect to li<"lbility for "bodily in· jury", ''property damage" or "personal injury" caused , in whole or in part, by your acts or omis- sions or the acts or omissions of thos e acting on your behalf: a. In the performance of your ongoing opera- tions ; b. In connectio n with premises owned by or rented to you: or c. In connection with "your work" and included within the "products-completed operations hazard". Sur.:h person ~1r org;,in ization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement. The insurance provided to such additional insured is limited as foll ows: d. This insurance does not apply on any basis lo any person or organization for which cover· age as an additional insured specifically is added by anot11er endorsement to t11is Cover- age Part. e. This insurance does not apply to the render- ing of or failure to render any "professional services", f. The limits of insurance afforded lo the addi- tional insu red shall be the limits which you agreed in that ''co ntract or agreement requir- ing insurance" to provide for that additional insured , or the limits shown in the Declara- tions for this Coverage Part, whichever are less . This endorsement does not increase the limits o'f insurance stated in the LIMITS OF INSURANCE (Section Ill) for thi s Coverage Part . B. The fo ll owing is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV}: However, if you spec ifically agree In a "contract or agreement requiring insurance" that the Insurance prov ided to an additio nal insured under this Cov- erage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured wh ich covers such addi- tional insured as a named ins ured, and we will not share with the olher insurance , provided that : {1} The "bodily in jury" or "property damage'' for which coverage is sought occurs ; and {2} The "personal injury" For which coverage is sought arises out of an offense committed; arter you have entered into that "contract or agree ment requiring insu ran ce". But thi s insur- ance still is excess over valid and collecnble other insurance, whether primary, excess , contingont or on any other basis , that is available to the insured when the insured is an additional in sured under any other insurance. C . The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Soction IV): We waive any rights of recovery we may have against any person or organ ization because of payments we make for "bodily injury", ''property damage" or "person.ii injury" aris ing out of •your work" performed by you, or on your behalf, under a •contract or agreement requiring insurance" with that person or organization . We waive these rights only where you have agreed to do so as part of the "contract or agreement requi/i ng it'l sur- ance0 wilh such person or organization entered into by you be fore, and in effect when, lhe "bodily CG D3 81 09 07 <t 20C,7 The Tra ve lers Compan ies, Inc. Page 1 of 2 lndudes the copyrig l1 1cll matcri11I o ( lnswo11cc Se rvice!! Of!irc, Inc ., wi\11 its pe rm ission COMMERCIAL GENERAL LIABILITY injury" or "p roperty damage" occurs, or the "per- sonal injury" offe nse is committed . D. The following definition is added to DEFINITIONS (Section V): "Contract or agreeme nt rnquiring ins urance" mea ns that part of any con tract or agreement un - der wh ich you are required to incl ud e a pe rs on or organiza tion as an additional insured on this Cov- crnge Part, provided th£Jt the "bodi ly in jury " and "property da mage'' occurs. and the "person al in - jury" is caus ed by an offense commi tted: a. Arter you ha ve entered into that contract or agree ment ; b. While that part of tile contract or ag ree me nt is in effec t; and c. Before the end or the policy period. Page 2 of 2 © .200 7 The Trave lers Com pan ies. Inc. CG D3 81 09 07 ln d t1 des !hi;, c op yrig hted m ate ria l of lrmuraece Services Offi ce, In c .. with ,ts permis.sior. Policy# BA7A574417 COMMERCIAL AUTO THIS ENOOR.SEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modlnes lnsuranca provided urider the followlng: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE -This endorsement broadtln? coverage. However, coverage for any Injury, damage or medical expenses descnbed In any or the provisions of this endon;ement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do ool apply lo Iha extent that coverage Is excluded or limited by such an endorsement. The following listing is a general cover- age descrfpilon only. Llmttatlons and exclusions may apply lo these coverages. Read afl the provisions of this en- dorsement and the rest of your poilcy carefully to delemiine rights, duties, and what hi and Is not coveted. A. BLANKET ADDITIONAL INSURED B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS E. TRAILERS -INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The rollowing is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any person or organlzaUon who is required under a written contract or agreement between you and that person or organlzaUon, that Is signed and executed by you berore the "bodily Injury" or "property damage• occurs arid that Is in effect dunng lhe policy period, to be named as an addi- Uonal Insured is en "Insured" for Covered AI.Jtos Liability Coverage, but only ror damages to whlch this Insurance applies and only to the extent that person. or organization qualifies as .an "insured· under the Who Is An Insured provision conlalned In Section If. 8. EMPLOYEE HIRED AUTO 1. The following Is added lo Paragraph A.1., Who Is An Insured, of SECTION II -COV- ERED AUTOS LIABILITY COVERAGE: An •employee· of yours Is an "Insured" while operating a covered ·auto" hired or rented under a contract or agreement In an "em- ployee's" name, wllh your permission, while H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT-INCREASED LIMIT I. WAIVER OF DEDUCTIBLE -GLASS J. PERSONAL PROPERTY K. AIRBAGS L AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duUes related to the conduct of your business. 2. The following replaces Paragraph b. In B.5., Other Insurance, of SECTION IV -BUSI- NESS AUTO CONDITIONS: b. For Hired Al.Ito Physlcal Damage Cover- age, the following are deemed to be cov- ered •autos· you own: (1) Any covered •au to• you lease, hire, rent or borrow; and (2} Any covered •auto• hired or rented by your •employee· ul\der a contract In an •emptoyee•s• name, with your permission, while performing dulles related to the conduct or your busi- ness. However, any •auto• that Is leased, hired, rented or borrowed with a driver Is not a covered •auto". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION 11-COVERED AUTOS UABlUTY COVERAGE: CA T4 20 0215 C) 2015 Toa Tra veler, lndum11ity Compuny . All rfgh!s lt)SOJ'¥00 Page 1 or 3 Includes ctlllYrighl&d malerial crtnsur.inc:it Strw.as Otr~. Inc . wllh ltspetmlsslon . COMMERCJAL AUTO Any •employee• or yours Is an •insured" while us- Ing a covered •auto" you don't own, hire or borrow In your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS 1. The followlng replaces Paragraph A.2.a(2) of SECTION II -COVERED AUTOS LIABILITY COVERAGE: (2) Up to $3,000 for cost or ball bonds (In- cluding bonds for related traffic law vlofa- Uons) required because of an •accldent• we cover. Wa do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION 11-COVERED AUTOS LIABILITY COVERAGE: (4) All reasonable expenses Incurred by !he "Insured• at our request , Including aciual loss of earnings up to $500 a day be- cause of time off from work. E. TRAILERS-INCREASED LOAD CAPACITY The folfowlng replaces Paragraph c.1 . of sec~ TION 1-COVERED AUTOS: 1. "Trailers• wlth a lead capacity of 3,000 pounds or less designed primarily for trave l on public roads. F. HIRED AUTO PHYSICAL DAMAGE The followlng Is added to Paragraph A.4., Cover- age Extensions, of SECTION 111 -PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired •au tos· are covered •autos· for Covered Autos Llabllity Coverage but not covered •autos• for Physical Oamage Coverage, and this policy also provides Physical Damage Coverage for an owned ·auto·, then the Physical Damage Cover- age Is extended to •autos• that you hire , rent or borrow subject to the followlng: (1) The most we will pay for .. ioss • to any one •auto· that you hire, rent or bOfTOW Is the lasser or: (a) $50,000; (b) The actual cash va lue of lhe damaged or stolen property as or the time of the "loss~; or (c) The cost of repairing or replac ing the damaged or stolen property with other property of like kind and quallly . (2} An adjustment for depreciation and physical condition will be made In determining actual cash va lue In the event of a Iota ! 'loss·. (3) If a repair or replacement results In better than tlke kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physic.ill Damage deductible applicable lo SIIY owned covered "auto•. (5) Thls Coverage Extension does not apply to : (a) Any "auto" that Is hired. rented or bor- rowed with a drtver; or (b) Any •au to • that Is hired, rented or bor- rowed from your "employee•. G. PHVSI.CAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence In Para- graph A.4.a., Transportation Expanses , of SECTION Ill -PHYSICAIL DAMAGE COVER• AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense In· curred by you because of the total theft of a cov- ered •auto" of the private passenger type. H. AUDIO , VISUAL AND DATA ELECTRONIC EQUIPMENT -INCREASED LIMIT Paragraph C.1.b, of SECTION Ill -PHYSICAIL DAMAGE COVERAGE Is deleted. I. WAIVER OF DEDUCTIBLE -GLASS The following Is added lo Paragraph D., Deducti- ble, or SECTION Ill -PHYSICAL DAMAGE COVERAGE: No deducUble for a covered ·auto• will apply to glass damage If the glass Is repalred rather than replaced. J. PERSONAL PROPERTY The following Is ad<led to Paragraph A.4., Cover- ago Extensions, of SECTION m -PHYSICAIL DAMAGE COVERAGE: Personal Property Coverage We wlll pay up to $400 ror "loss" to wearing ap- parel and other personal property which Is: (1) Owned by an "insured"; and (2) In or on your covered •auto•. This coverage only applies In the event of a total theft of yowr covered ·auto•. No deductibles apply to Personal Property cover- age. Page 2 of J C> 2015 The Tr.,~~ Indemnity Compan~. AU rfg/ll!l reserv~ CAT4 20 0215 Includes cepyrighted malorlal ol lnwrance ServlCGs Office, Inc , with 11$ pemil»lon. I<. AIRBAGS Toa rollowlng ls added lo Paragraph B.3., E.xclu• slons, or SECTION Ill -PHYSICAi. DAMAGE COVERAGE: Excluslon 3.a. does not apply lo "loss• to one or more airbags In a covered •a uto" you own that In- nate due to a cause other than a cause or "loss" set forth In Paragraphs A.1.b. and A.1.c., but only: a. ff that •auto• Is a covered •auto· for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; ar\d c, The airbags were not intentlonally Inflated. We will pay up to a maximum of $1,000 for any one ·toss". L. AUTO LOAN LEASE GAP The fallowing Is added to Paragraph A.4., Covet• age Extensions, or SECTION Ill -PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total 1oss• to a covered •auto" or the prtvate passenger type shown In the Schedule or Declarations for which Physical Damage Cov- erage Is provided, we wlll pay any unpaid amount due on the lease or loan for such coverad •auto· less the rottowlng; (1) The amoont paid under the Physical Damage Coverage Section of the pdlcy for that ·auto•; and COMMERCIAL AUTO (2) Any: (a) Overdue lease or loan payments at the time or the ioss"; (b) Rnanclal penalUes Imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease;and (e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5,, Transfer Of Rights Of Recovery Against Otllers To Us, of SECTION IV -BUSINESS AUTO CONDI· TIONS: 5. Transfer Of Rights Of Re:eovery Against Others To Us We walve any right of recovery we may have against any person or organization to the ex- tenl required of you by a written contract ex&- cuted prior to any "accident" or "loss", pro- vide d that the "accident· Of' "loss" arises out or the operations contemplated by such coo- tract The waiver appllas only lo the person or organlzaUon designated In such contract. CAT4 20 0215 "2015 The Travel&rs Indemnity Company . Al l rlghl3 meMld, !'age 3 of 3 lnc!udas (;OJ)yrighled material of lnsunmcu s«vlces Otrice, Inc . wilh 't l4 pen!\lsclon .