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18-103 Gilbane Building Company, Construction Management Services on Various Capital Improvement Projects (Master Agreement)FIRST AMENDMENT TO AGREEMENT 18-103 BETWEEN THE CITY OF CUPERTINO AND GILBANE BUILDING COMPANY FOR CONSTRUCTION MANAGEMENT SERVICES ON VARIOUS CAPITAL IMPROVEMENT PROJECTS This First Amendment to Agreement 18-103 between the City of Cupertino and Gilbane Building Company for reference dated June 12, 2020, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Gilbane Building Company, a California corporation (“Consultant”) whose address is 1798 Technology Drive, San Jose, CA 95110, and is made with reference to the following: RECITALS: A. On 4/17/2018, an agreement was entered into by and between City and Consultant (hereinafter "Agreement") for Construction Management Services. The agreement will expire on 6/30/2020. B. The Agreement and the First Amendment are collectively referred to as the “Agreement” unless otherwise indicated. C. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. SERVICES: Paragraph 2.1 of the Agreement is modified to read as follows: Scope of Services. Consultant agrees to provide the Services “as needed” and as set forth in the Scope of Services, attached and incorporated here as Exhibit A. The Services must comply with this Agreement and with each Service Order issued under the authority of the City Director of Public Works or his designee, in accordance with the following procedures. Consultant further agrees to carry out its work in compliance with the City’s Shelter in Place and Social Distancing Requirements, attached here and incorporated as Exhibit A-A. 2. Exhibit A-A, attached hereto, is added to the Agreement. 3 TERM Paragraph 3.1 of the Agreement is modified to read as follows: This Agreement begins on the Effective Date and ends on June 30, 2021 (“Contract Time”), unless terminated earlier as provided herein. 4. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. SIGNATURES CONTINUE ON THE FOLLOWING PAGE IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONTRACTOR By Title Date CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Matthew Tierney Sr Vice President Jun 30, 2020 Heather M. Minner Deborah Feng Jul 1, 2020 City Manager Jul 1, 2020 Revised: June 5, 2020 – Public Works Contracts 1 Exhibit A-A – SHELTER IN PLACE AND SOCIAL DISTANCING REQUIREMENTS A. Health Laws Acknowledged. It is acknowledged that Consultant’s/Contractor’s (“Contractor”) duty to comply with Laws, as defined in Section 13 of the Contract/Agreement (“Contract”), includes immediate compliance by Contractor and its subcontractors with the restrictions on travel and the Social Distancing Requirements set forth in the most recent health order issued by the County of Santa Clara Health Department in response to the COVID-19 pandemic, and any subsequent amendments or superseding orders thereto (the “Health Order”), and any other local, state, or federal laws that have been or may be enacted in response to the COVID-19 pandemic (collectively, “Health Laws”). B. Health Order Compliance. Contractor shall comply with any restrictions on travel and social distancing requirements in the Health Order when preforming work under this Contract. If a scope of work item, notice to proceed, or work order under this Contract specifies work that cannot be performed in compliance with the Health Order or other Health Laws, Contractor shall refrain from conducting the work and immediately inform the City. C. Individuals at High Risk of Severe Illness. Nothing in this Contract shall be interpreted to require any person at high risk of severe illness from COVID-19 to leave their residence to perform work under the Contract. Contractor will inform the City if other arrangements for the work must be made, and City will do so, with no penalty to Contractor, although Contractor will not be compensated for work performed by the City or third parties. Information from the Center for Disease Control ("CDC") on "high risk" categories is available at the CDC's website at: https://www.cdc.gov/coronavirus/2019-ncov/specific-groups/people-at-higher-risk.html. D. Health Order Requirements and Best Practices. Contractor will immediately undertake all appropriate measures to ensure compliance with the Social Distancing Requirements in the Health Order by all individuals on any project site or work area performing work under this Contract, including Contractor's or any subcontractor's workers, employees, representatives, vendors, or suppliers (collectively, "workers"), and shall maintain these measures for as long as required by the Health Order or other Health Laws. In particular, Contractor must comply with the provisions of Appendix B-1 or B-2 (attached hereto) to the Health Order, as applicable. Further, as long as required by the operative Health Order including Appendix B-1 or B-2, or other Health Laws, these measures shall include, but are not limited to, the following best practices: 1. Information. Inform all workers of the Social Distancing Requirements and these best practices, including any updates or modifications, and require compliance as a condition to being present on the project site or work area. 2. Sick Workers. Prohibit any individuals who have been tentatively or conclusively diagnosed with COVID-19 or who have any symptoms of illness, including the following, from entering or remaining on the project site or work area: fever, cough, shortness of Revised: June 5, 2020 – Public Works Contracts 2 breath, sore throat, body aches, chills, sudden loss of smell or taste or other flu-like symptoms. Encourage sick workers to get immediate medical attention. a. Daily Screening. A supervisor must ask the following questions of each worker before the worker is permitted to enter the project site or work area each day, and a worker who responds "yes" to any one of the following questions must be asked to leave immediately and will not be permitted back on the project site or work area until cleared based on meeting the applicable requirements set forth in the CDC's Interim Guidance on Discontinuation of Home Isolation for Persons with COVID-19 (https://www.cdc.gov/coronavirus/2019-ncov/hcp/disposition-in- home-patients.html): (1) Have you had any of the following symptoms within the past 14 days: fever, cough, shortness of breath, sore throat, body aches, chills, sudden loss or smell or taste, or any other flu-like symptoms? (2) Have you or anyone in your household been in contact with a person that has been diagnosed with, has symptoms of, or is being tested for COVID-19? (3) Have you been medically directed to self-quarantine due to possible exposure to COVID-19? 3. Signage/Posters. In compliance with the Health Order, post a Social Distancing Protocol, substantially in the form attached to the Health Order as Appendix A, at all project site or work area entry points, and in other areas where they are likely to be seen (e.g., project trailers, sanitary facilities, break areas). The Social Distancing Protocol must explain how Contractor is achieving compliance with social distancing requirements. Resources for this purpose are available from the CDC at: https://www.cdc.gov/coronavirus/2019-ncov/community/guidance-business- response.html A copy of the Social Distancing Protocol must also be provided to each employee performing work at the project site or work area. 4. Sanitary Facilities. Ensure adequate handwashing and/or hand-sanitizing facilities are available at all times and encourage frequent handwashing and/or hand-sanitizing throughout the day as specified below. Portable sanitary facilities must be serviced and cleaned on a daily basis. Provide hand sanitizer in or around all toilet facilities and common areas, including project trailers. a. Handwashing. Wash hands using soap and water for at least 20 seconds. b. Hand-sanitizer. Use a hand sanitizer that contains at least 60-95% alcohol when handwashing is not immediately available. Revised: June 5, 2020 – Public Works Contracts 3 c. Paper Products. Ensure that toilet paper, tissues, and paper towels are available as appropriate, with designated receptacles for disposal. 5. Distancing. Prohibit workers from being less than six feet apart, unless and only to the extent that would compromise worker safety or violate safety Laws for specific operations. Prohibit handshaking or any physical contact among workers, with the sole and limited exception of any physical contact required for worker safety or to comply with safety Laws. Avoid sharing tools to the extent possible. Require workers to provide their own transportation where possible and to avoid having more than two workers in a vehicle. 6. Groups/Meetings/Site Access. Avoid any group gatherings of 10 or more people. Use electronic alternatives to in person meetings, e.g., conference calls, video-conferencing, etc., to the greatest extent possible. Limit access to the project site or any work area to workers who are necessary to perform the work at that time. Allow non-essential personnel to work from home to the extent possible. Avoid all non-essential travel. Do not stack trades if possible. 7. Frequent Cleaning. Provide for regular and appropriate cleaning of all high touch surfaces at a project site or work area, including, but not limited to, shared tools or equipment, doorknobs and handles, toolboxes, sanitary facilities, common break areas, keypads, touch screens, project trailer surfaces and equipment, light or power switches, workstations, countertops, break areas, and the like. Clean and/or disinfect any reusable items or equipment. Clean surfaces of shared vehicles, including steering wheels, gear shifts, handles, instrument panels, etc. Ensure that cleaning products are used correctly and safely, and avoid cleaning techniques, such as use of pressurized air or water sprays, that may generate bioaerosols. 8. Personal Protective Equipment. When workers cannot avoid close proximity or physical contact, e.g., based on applicable safety laws, or are otherwise at risk for exposure to COVID-19, ensure that the affected workers are provided with appropriate personal protective equipment ("PPE"), which may include disposable gloves and/or other PPE. Instruct workers to wash or sanitize hands after removing gloves or other PPE. Ensure that all personal protective equipment is disposed of properly. 9. Water and Food. Prohibit shared or communal food or common water coolers. Provide individual water bottles for workers or instruct workers to bring their own. 10. Enforcement. Immediately eject any worker who fails or refuses to comply with the Health Laws, Social Distancing Requirements, or these best practices from the project site until or unless the Project Manager issues a written authorization for the worker to return, subject to full compliance. Revised: June 5, 2020 – Public Works Contracts 4 F. Proof of Compliance. If Contractor is subject to Appendix B-1 of the Health Order, Contractor must provide to the City the name and contact information for its designated site-specific COVID-19 supervisor(s). If Contractor is subject to Appendix B-2 of the Health Order, Contractor must provide to the City a copy of its Site-Specific Health and Safety Plan. Any changes to the COVID-19 supervisor or the Site-Specific Health and Safety Plan must be reported to the City immediately. E. Oversight. In other to ensure that all workers comply with the Social Distancing Requirements to the extent possible, Contractor shall designate a named individual to have primary responsibility for implementation and enforcement of the Social Distancing Requirements and these best practices, and to serve as the primary point of contact with the City in this regard. Contractor shall promptly inform the City of the name of this individual. F. Changed Requirements. It is understood and acknowledged that circumstances pertaining to the COVID-19 pandemic are evolving rapidly and that new local, state, or federal requirements may modify the requirements under this Exhibit. Contractor agrees to work cooperatively with the City to implement new or changed requirements as quickly as possible. G. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require any agents, subcontractors, or subconsultants to comply with its provisions. Attachments to Exhibit A-A Appendix B-1 to June 5, 2020 Health Order Appendix B-2 to June 5, 2020 Health Order 1228578.4 Appendix B-1 (Effective June 5, 2020) 1 Small Construction Project Safety Protocol 1. Any construction project meeting any of the following specifications is subject to this Small Construction Project Safety Protocol (“SCP Protocol”), including public works projects unless otherwise specified by the Health Officer: a. For residential projects, any single-family, multi-family, senior, student, or other residential construction, renovation, or remodel project consisting of 10 units or less. This SCP Protocol does not apply to construction projects where a person is performing construction on their current residence either alone or solely with members of their own household. b. For commercial projects, any construction, renovation, or tenant improvement project consisting of 20,000 square feet of floor area or less. c. For mixed-use projects, any project that meets both of the specifications in subsection 1.a and 1.b. d. All other construction projects not subject to the Large Construction Project Safety Protocol set forth in Appendix B-2. 2. The following restrictions and requirements must be in place at all construction job sites subject to this SCP Protocol: a. Comply with all applicable and current laws and regulations including but not limited to OSHA and Cal-OSHA. If there is any conflict, difference, or discrepancy between or among applicable laws and regulations and/or this SCP Protocol, the stricter standard shall apply. b. Designate a site-specific COVID-19 supervisor or supervisors to enforce this guidance. A designated COVID-19 supervisor must be present on the construction site at all times during construction activities. A COVID-19 supervisor may be an on-site worker who is designated to serve in this role. c. The COVID-19 supervisor must review this SCP Protocol with all workers and visitors to the construction site. d. Establish a daily screening protocol for arriving staff to ensure that potentially infected staff do not enter the construction site. If workers leave the jobsite and return the same day, establish a cleaning and decontamination protocol prior to entry and exit of the jobsite. Post the daily screening protocol at all entrances and exits to the jobsite. More information on screening can be found online at: https://www.cdc.gov/coronavirus/2019- ncov/community/index.html. e. Practice social distancing by maintaining a minimum six-foot distance between workers at all times, except as strictly necessary to carry out a task associated with the construction project. Appendix B-1 (Effective June 5, 2020) 2 f. Where construction work occurs within an occupied residential unit, separate work areas must be sealed off from the remainder of the unit with physical barriers such as plastic sheeting or closed doors sealed with tape to the extent feasible. If possible, workers must access the work area from an alternative entry/exit door to the entry/exit door used by residents. Available windows and exhaust fans must be used to ventilate the work area. If residents have access to the work area between workdays, the work area must be cleaned and sanitized at the beginning and at the end of workdays. Every effort must be taken to minimize contact between workers and residents, including maintaining a minimum of six feet of social distancing at all times. g. Where construction work occurs within common areas of an occupied residential or commercial building or a mixed-use building in use by on-site employees or residents, separate work areas must be sealed off from the rest of the common areas with physical barriers such as plastic sheeting or closed doors sealed with tape to the extent feasible. If possible, workers must access the work area from an alternative building entry/exit door to the building entry/exit door used by residents or other users of the building. Every effort must be taken to minimize contact between worker and building residents and users, including maintaining a minimum of six feet of social distancing at all times. h. Prohibit gatherings of any size on the jobsite, including gatherings for breaks or eating, except for meetings regarding compliance with this protocol or as strictly necessary to carry out a task associated with the construction project. i. Cal-OSHA requires employers to provide water, which should be provided in single-serve containers. Sharing of any of any food or beverage is strictly prohibited and if sharing is observed, the worker must be sent home for the day. j. Provide personal protective equipment (PPE) specifically for use in construction, including gloves, goggles, face shields, and face coverings as appropriate for the activity being performed. At no time may a contractor secure or use medical-grade PPE unless required due to the medical nature of a jobsite. Face coverings must be worn in compliance with the April 17, 2020 Guidance from the County of Santa Clara Public Health Department, available at: https://www.sccgov.org/sites/covid19/Pages/learn-what-to-do.aspx#howto. k. Strictly control “choke points” and “high-risk areas” where workers are unable to maintain six-foot social distancing and prohibit or limit use to ensure that six-foot distance can easily be maintained between individuals. l. Minimize interactions and maintain social distancing with all site visitors, including delivery workers, design professional and other project consultants, government agency representatives, including building and fire inspectors, and residents at residential construction sites. m. Stagger trades as necessary to reduce density and allow for easy maintenance of minimum six-foot separation. Appendix B-1 (Effective June 5, 2020) 3 n. Discourage workers from using others’ desks, work tools, and equipment. If more than one worker uses these items, the items must be cleaned and disinfected with disinfectants that are effective against COVID-19 in between use by each new worker. Prohibit sharing of PPE. o. If hand washing facilities are not available at the jobsite, place portable wash stations or hand sanitizers that are effective against COVID-19 at entrances to the jobsite and in multiple locations dispersed throughout the jobsite as warranted. p. Clean and sanitize any hand washing facilities, portable wash stations, jobsite restroom areas, or other enclosed spaces daily with disinfectants that are effective against COVID-19. Frequently clean and disinfect all high touch areas, including entry and exit areas, high traffic areas, rest rooms, hand washing areas, high touch surfaces, tools, and equipment q. Maintain a daily attendance log of all workers and visitors that includes contact information, including name, phone number, address, and email. r. Post a notice in an area visible to all workers and visitors instructing workers and visitors to do the following: i. Do not touch your face with unwashed hands or with gloves. ii. Frequently wash your hands with soap and water for at least 20 seconds or use hand sanitizer with at least 60% alcohol. iii. Clean and disinfect frequently touched objects and surfaces such as work stations, keyboards, telephones, handrails, machines, shared tools, elevator control buttons, and doorknobs. iv. Cover your mouth and nose when coughing or sneezing, or cough or sneeze into the crook of your arm at your elbow/sleeve. v. Do not enter the jobsite if you have a fever, cough, or other COVID-19 symptoms. If you feel sick, or have been exposed to anyone who is sick, stay at home. vi. Constantly observe your work distances in relation to other staff. Maintain the recommended minimum six feet at all times when not wearing the necessary PPE for working in close proximity to another person. vii. Do not carpool to and from the jobsite with anyone except members of your own household unit, or as necessary for workers who have no alternative means of transportation. viii. Do not share phones or PPE. s. In the event of a confirmed case of COVID-19 at any jobsite, the following must take place: i. Immediately remove the infected individual from the jobsite with directions to seek medical care. ii. Each location the infected worker was at must be decontaminated and sanitized by an outside vendor certified in hazmat clean ups, and work in these locations must cease until decontamination and sanitization is complete. iii. The County Public Health Department must be notified immediately by both telephone (by calling 408.885.4214) and by email (by sending an email to coronavirus@phd.sccgov.org). Any requirements specified by the County health officials must be completed, including full compliance with any tracing efforts by the County. Appendix B-2 (Effective June 5, 2020) 1 Large Construction Project Safety Protocol 1. Any construction project meeting any of the following specifications is subject to this Large Construction Project Safety Protocol (“LCP Protocol”), including public works projects unless otherwise specified by the Health Officer: a. For residential construction projects, any single-family, multi-family, senior, student, or other residential construction, renovation, or remodel project consisting of more than 10 units. b. For commercial construction projects, any construction, renovation, or tenant improvement project consisting of more than 20,000 square feet of floor area. c. For construction of Essential Infrastructure, as defined in section 16.c of the Order, any project that requires 20 or more workers at the jobsite at any one time. 2. The following restrictions and requirements must be in place at all construction job sites subject to this LCP Protocol: a. Comply with all applicable and current laws and regulations including but not limited to OSHA and Cal-OSHA. If there is any conflict, difference or discrepancy between or among applicable laws and regulations and/or this LCP Protocol, the stricter standard will apply. b. Prepare a new or updated Site-Specific Health and Safety Plan to address COVID- 19-related issues, post the Plan on-site at all entrances and exits, and produce a copy of the Plan to County governmental authorities upon request. The Plan must be translated as necessary to ensure that all non-English speaking workers are able to understand the Plan. c. Provide personal protective equipment (PPE) specifically for use in construction, including gloves, goggles, face shields, and face coverings as appropriate for the activity being performed. At no time may a contractor secure or use medical-grade PPE, unless required due to the medical nature of a job site. Face coverings must be worn in compliance with the April 17, 2020 Guidance from the County of Santa Clara Public Health Department, available at: https://www.sccgov.org/sites/covid19/Pages/learn-what-to-do.aspx#howto. d. Ensure that employees are trained in the use of PPE. Maintain and make available a log of all PPE training provided to employees and monitor all employees to ensure proper use of the PPE. e. Prohibit sharing of PPE. Appendix B-2 (Effective June 5, 2020) 2 f. Implement social distancing requirements including, at minimum: i. Stagger stop- and start-times for shift schedules to reduce the quantity of workers at the jobsite at any one time to the extent feasible. ii. Stagger trade-specific work to minimize the quantity of workers at the jobsite at any one time. iii. Require social distancing by maintaining a minimum six-foot distance between workers at all times, except as strictly necessary to carry out a task associated with the project. iv. Prohibit gatherings of any size on the jobsite, except for safety meetings or as strictly necessary to carry out a task associated with the project. v. Strictly control “choke points” and “high-risk areas” where workers are unable to maintain minimum six-foot social distancing and prohibit or limit use to ensure that minimum six-foot distancing can easily be maintained between workers. vi. Minimize interactions and maintain social distancing with all site visitors, including delivery workers, design professional and other project consultants, government agency representatives, including building and fire inspectors, and residents at residential construction sites. vii. Prohibit workers from using others’ phones or desks. Any work tools or equipment that must be used by more than one worker must be cleaned with disinfectants that are effective against COVID-19 before use by a new worker. viii. Place wash stations or hand sanitizers that are effective against COVID-19 at entrances to the jobsite and in multiple locations dispersed throughout the jobsite as warranted. ix. Maintain a daily attendance log of all workers and visitors that includes contact information, including name, address, phone number, and email. x. Post a notice in an area visible to all workers and visitors instructing workers and visitors to do the following: 1. Do not touch your face with unwashed hands or with gloves. 2. Frequently wash your hands with soap and water for at least 20 seconds or use hand sanitizer with at least 60% alcohol. 3. Clean and disinfect frequently touched objects and surfaces such as workstations, keyboards, telephones, handrails, machines, shared tools, elevator control buttons, and doorknobs. 4. Cover your mouth and nose when coughing or sneezing or cough or sneeze into the crook of your arm at your elbow/sleeve. 5. Do not enter the jobsite if you have a fever, cough, or other COVID- 19 symptoms. If you feel sick, or have been exposed to anyone who is sick, stay at home. 6. Constantly observe your work distances in relation to other staff. Maintain the recommended minimum six-feet distancing at all times when not wearing the necessary PPE for working in close proximity to another person. 7. Do not share phones or PPE. Appendix B-2 (Effective June 5, 2020) 3 xi. The notice in section 2.f.x must be translated as necessary to ensure that all non-English speaking workers are able to understand the notice. g. Implement cleaning and sanitization practices in accordance with the following: i. Frequently clean and sanitize, in accordance with CDC guidelines, all high-traffic and high-touch areas including, at a minimum: meeting areas, jobsite lunch and break areas, entrances and exits to the jobsite, jobsite trailers, hand-washing areas, tools, equipment, jobsite restroom areas, stairs, elevators, and lifts. ii. Establish a cleaning and decontamination protocol prior to entry and exit of the jobsite and post the protocol at entrances and exits of jobsite. iii. Supply all personnel performing cleaning and sanitization with proper PPE to prevent them from contracting COVID-19. Employees must not share PPE. iv. Establish adequate time in the workday to allow for proper cleaning and decontamination including prior to starting at or leaving the jobsite for the day. h. Implement a COVID-19 community spread reduction plan as part of the Site-Specific Health and Safety Plan that includes, at minimum, the following restrictions and requirements: i. Prohibit all carpooling to and from the jobsite except by workers living within the same household unit, or as necessary for workers who have no alternative means of transportation. ii. Cal-OSHA requires employers to provide water, which should be provided in single- serve containers. Prohibit any sharing of any food or beverage and if sharing is observed, the worker must be sent home for the day. iii. Prohibit use of microwaves, water coolers, and other similar shared equipment. i. Assign a COVID-19 Safety Compliance Officer (SCO) to the jobsite and ensure the SCO’s name is posted on the Site-Specific Health and Safety Plan. The SCO must: i. Ensure implementation of all recommended safety and sanitation requirements regarding the COVID-19 virus at the jobsite. ii. Compile daily written verification that each jobsite is compliant with the components of this LCP Protocol. Each written verification form must be copied, stored, and made immediately available upon request by any County official. iii. Establish a daily screening protocol for arriving staff, to ensure that potentially infected staff do not enter the construction site. If workers leave the jobsite and return the same day, establish a cleaning and decontamination protocol prior to entry and exit of the jobsite. Post the daily screening protocol at all entrances and exit to the jobsite. More information on screening can be found online at: https://www.cdc.gov/coronavirus/2019-ncov/community/index.html. iv. Conduct daily briefings in person or by teleconference that must cover the following topics: 1. New jobsite rules and pre-job site travel restrictions for the prevention of COVID-19 community spread. 2. Review of sanitation and hygiene procedures. 3. Solicitation of worker feedback on improving safety and sanitation. 4. Coordination of construction site daily cleaning/sanitation requirements. 5. Conveying updated information regarding COVID-19. Appendix B-2 (Effective June 5, 2020) 4 6. Emergency protocols in the event of an exposure or suspected exposure to COVID-19. v. Develop and ensure implementation of a remediation plan to address any non- compliance with this LCP Protocol and post remediation plan at entrance and exit of jobsite during remediation period. The remediation plan must be translated as necessary to ensure that all non-English speaking workers are able to understand the document. vi. The SCO must not permit any construction activity to continue without bringing such activity into compliance with these requirements. vii. Report repeated non-compliance with this LCP Protocol to the appropriate jobsite supervisors and a designated County official. j. Assign a COVID-19 Third-Party Jobsite Safety Accountability Supervisor (JSAS) for the jobsite, who at a minimum holds an OSHA-30 certificate and first-aid training within the past two years, who must be trained in the protocols herein and verify compliance, including by visual inspection and random interviews with workers, with this LCP Protocol. i. Within seven calendar days of each jobsite visit, the JSAS must complete a written assessment identifying any failure to comply with this LCP Protocol. The written assessment must be copied, stored, and, upon request by the County, sent to a designated County official. ii. If the JSAS discovers that a jobsite is not in compliance with this LCP Protocol, the JSAS must work with the SCO to develop and implement a remediation plan. iii. The JSAS must coordinate with the SCO to prohibit continuation of any work activity not in compliance with rules stated herein until addressed and the continuing work is compliant. iv. The remediation plan must be sent to a designated County official within five calendar days of the JSAS’s discovery of the failure to comply. k. In the event of a confirmed case of COVID-19 at any jobsite, the following must take place: i. Immediately remove the infected individual from the jobsite with directions to seek medical care. ii. Each location the infected worker was at must be decontaminated and sanitized by an outside vendor certified in hazmat clean ups, and work in these locations must cease until decontamination and sanitization is complete. iii. The County Public Health Department must be notified immediately by both telephone (by calling 408.885.4214) and by email (by sending an email to coronavirus@phd.sccgov.org). Any requirements specified by the County health officials must be completed, including full compliance with any tracing efforts by the County. l. Where construction work occurs within an occupied residential unit, any separate work area must be sealed off from the remainder of the unit with physical barriers such as plastic sheeting or closed doors sealed with tape to the extent feasible. If possible, workers must access the work area from an alternative entry/exit door to the entry/exit door used by Appendix B-2 (Effective June 5, 2020) 5 residents. Available windows and exhaust fans must be used to ventilate the work area. If residents have access to the work area between workdays, the work area must be cleaned and sanitized at the beginning and at the end of workdays. Every effort must be taken to minimize contact between workers and residents, including maintaining a minimum of six feet of social distancing at all times. m. Where construction work occurs within common areas of an occupied residential or commercial building or a mixed-use building in use by on-site employees or residents, any separate work area must be sealed off from the rest of the common areas with physical barriers such as plastic sheeting or closed doors sealed with tape to the extent feasible. If possible, workers must access the work area from an alternative building entry/exit door to the building entry/exit door used by residents or other users of the building. Every effort must be taken to minimize contact between worker and building residents and users, including maintaining a minimum of six feet of social distancing at all times. EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED l. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. 0 Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-lnsurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb . 2018 1 Additional Insured Status The City of Cupertino, its City Council , officers , officials, employees, agents , servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy . General Liability coverage can be provided in the form of an endorsement to Consultant 's insurance (at least as broad as ISO Form CG 20 IO (I I/ 85) or both CG 20 IO and CG 20 3 7 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers , officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers ' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants . This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds ; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII , or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term . S ubcons ultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies . Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above , City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk , prior experience, insurer or other special circumstances , with not less than ninety (90) days prior written notice. Exh. D-Insurance R equireme nts for Desig n Professionals & Consultants Co ntracts Form Updated Feb . 201 8 2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 6/19/2020 Alliant Insurance Services, Inc. 131 Oliver Street, 4th Floor Boston, MA 02110 Stephen Turner 617-535-7249 617-535-7205 sturner@alliant.com Travelers Indemnity Company 25658 Charter Oak Fire Insurance Com 25615Gilbane Building Company 7 Jackson Walkway Providence, RI 02903 Travelers Indemnity Company of 25666 Starr Indemnity & Liability Co 38318 1978245315 A X 3,000,000 X 1,000,000 X XCU included 10,000 X Contractual Liab 3,000,000 6,000,000 X Y Y VTC2KCO - 2E970978 - 20 6/30/2020 6/30/2021 6,000,000 C 1,000,000 X Y Y VTECAP - 2E97098A - 20 6/30/2020 6/30/2021 D X 10,000,000 X 1000584521201 6/30/2020 6/30/2021 10,000,000 B B X N VTC2OUB - 3P809062 - 20 (FL) VTROUB - 3P811961 - 20 (AOS) 6/30/2020 6/30/2020 6/30/2021 6/30/2021 1,000,000 1,000,000 1,000,000 Re: Project: City of Cupertino, 10300 Torre Avenue, Cupertino, CA. City of Cupertino is included as Additional Insureds as required by written contract and executed prior to a loss, but limited to the operations of the Insured under said contract, with respect to the General Liability and Automobile Liability policies. A Waiver of subrogation applies in favor of above mentioned additional insureds with respect to insured operations where required by written contract but limited to the operations of the Insured under said Contract and executed prior to a loss, with respect to the Automobile and General Liability policies. City of Cupertino 10300 Torre Avenue Cupertino CA 95014 A++, XV A++, XV A++, XVA, XV Alliant Insurance Services, Inc. 131 Oliver St. 4th floor Boston, MA 02110 Phone (617) 535-7200 Fax (617) 535-7205 www.alliantinsurance.com June 26, 2020 To Whom It May Concern Re: Gilbane Building Company Alliant is the current Broker of Record for Gilbane Building Company. We conducted the renewal of their insurance program for 6/30/2020 and can attest that the renewal was bound with the following endorsements: • Additional Insureds CG 20 10 10 01 (Additional Insured – Owners, Lessees or Contractors – Scheduled Person or Organization) • Additional Insureds CG 20 37 10 01 (Additional Insured – Owners, Lessees or Contractors – Completed Operations) • Primary and non-contributory for auto, general liability and excess/umbrella policies • Waivers of subrogation for auto, general liability, excess/umbrella and workers’ compensation policies • 30 days’ notice of cancellation for all coverages • Broadening of contractual liability to cover work performed on or near a railroad As per standard industry practice, insurance policies and endorsements can take up to 60 days to be issued. Upon receipt of the policies from the insurance carriers, the proper required endorsements will be prepared and sent to you for your records Kindly accept this letter along with the appropriate Certificates of Insurance in the interim as evidence that Gilbane Building Company is in compliance with contractual requirements. If you have any additional questions or concerns, please feel free to contact me at sturner@alliant.com or my office line (617) 535-7249. Sincerely, Stephen Turner Stephen A. Turner Account Representative Gilbane Amendment to City of Cupertino Agreement for CIP Construction Management Final Audit Report 2020-07-01 Created:2020-06-30 By:Julia Kinst (juliak@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAGmAXmkq7upbyLZIF6f_MX7V53RXsz0Bp "Gilbane Amendment to City of Cupertino Agreement for CIP Co nstruction Management" History Document created by Julia Kinst (juliak@cupertino.org) 2020-06-30 - 0:02:07 AM GMT- IP address: 64.178.242.16 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2020-06-30 - 0:02:15 AM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2020-06-30 - 0:02:28 AM GMT - Time Source: server- IP address: 64.178.242.16 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2020-06-30 - 0:02:29 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2020-06-30 - 0:04:41 AM GMT - Time Source: server- IP address: 24.23.184.82 Document emailed to Matthew Tierney (grock@gilbaneco.com) for signature 2020-06-30 - 0:04:42 AM GMT Email viewed by Matthew Tierney (grock@gilbaneco.com) 2020-06-30 - 3:16:13 PM GMT- IP address: 45.62.187.38 Document e-signed by Matthew Tierney (grock@gilbaneco.com) Signature Date: 2020-06-30 - 3:27:09 PM GMT - Time Source: server- IP address: 184.177.8.53 Document emailed to Heather M. Minner (minner@smwlaw.com) for signature 2020-06-30 - 3:27:11 PM GMT Email viewed by Heather M. Minner (minner@smwlaw.com) 2020-06-30 - 10:55:06 PM GMT- IP address: 45.41.142.156 Document e-signed by Heather M. Minner (minner@smwlaw.com) Signature Date: 2020-06-30 - 10:55:42 PM GMT - Time Source: server- IP address: 52.39.49.65 Document emailed to Deborah Feng (debf@cupertino.org) for signature 2020-06-30 - 10:55:44 PM GMT Email viewed by Deborah Feng (debf@cupertino.org) 2020-07-01 - 6:07:24 PM GMT- IP address: 104.47.44.254 Document e-signed by Deborah Feng (debf@cupertino.org) Signature Date: 2020-07-01 - 6:07:54 PM GMT - Time Source: server- IP address: 69.149.42.28 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2020-07-01 - 6:07:56 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2020-07-01 - 6:21:58 PM GMT- IP address: 104.47.45.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2020-07-01 - 6:22:07 PM GMT - Time Source: server- IP address: 148.64.105.190 Signed document emailed to cyrahc@cupertino.org, Heather M. Minner (minner@smwlaw.com), Matthew Tierney (grock@gilbaneco.com), Deborah Feng (debf@cupertino.org), and 3 more 2020-07-01 - 6:22:07 PM GMT CITY OF II CONSULT ANT SERVICES AGREEMEN T (MASTER) WITH GILBANE BUILDING COMPANY CUPERTINO 1. PARTIES This Master Agreement is made and entered into as of _A~p_n_·l _l~7~·-2~0_1~8 __________ _ ("Effectiv e Date"), by and between the City of Cupertino , a municipal Gilbane Building Company corporation ("City"), and (" Consultant"), a Corporation for Construction Management Services on Various Capital _I_m__cp_r_ov_e_m_e_nt_P_r_o ..... j_ec_t_s _________________________ ("Project"). 2. SERVICES 2.1 Scope of Services. Consultant agrees to provide the services "as needed" and as set forth in the Scope of Services , attached and incorporated here as Exhibit A . The Services must comply with this Agreement and with each Service Order issued under the authority of the City Director of Public Works or his designee , in accordance with the following procedures . 2.2 Service Orders. Before issuing a Service Order the City Director/Designee will request Services in writing and hold a meeting with Consultant to discuss it. Consultant will submit a written proposal that includes a specific Scope of Services, Schedule of Performance and Compensation, which the Parties will discuss. Thereafter City Director/Designee will execute a Service Order using the Service Order Form attached and incorporated here as Exhibit B. Each Service Order will specify its scope of services , deliverables, schedule of performance , compensation and any other applicable terms. Issuance of a Service Order is discretionary and the Director/Designee may streamline these procedures, e.g., conferring by telephone instead of a meeting , if it is in the City 's best interests. Consultant will not be compensated for Services performed without a duly executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on June 30 , 2020. ("Contract Time"), unless terminated earlier as provided herein. 3.2 Schedule of Performance. All Services must be provided within the times specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays . If the Services are divided by tasks , Consultant must begin work on each separate task upon receiving City's Notice to Proceed ("NTP"), and must complete each task within the time specified in each Service Order. 3.3 Time is of the essence for the performance of all the Services required by this Agreement and in each Service Order. Consultant must have sufficient time, resources and qualified staff to deliver the Progra m Gilbane Bu ilding Co mpany Co nstru ction Mana gement Serv ices 201 8-20 20 Master Con s ultant Agree ment/ Re v. Dec. 2017 Pa ge 1 of 10 Services on time. Consultant must respond promptly to the City's Service Orders and any change orders that may be issued. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $ 500 000 ("Contract Price"), based on the budget and rates set forth in Exhibit C, Compensation , attached and incorporated here . The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Invoices and Payments. City will pay Consultant for Services satisfactorily provided under a Service Order, within 30 days following receipt of a properly submitted invoice for Services provided during the preceding calendar month . Unless otherwise provided by a Service Order, each invoice must include for each day of Services: a. The name of each individual providing Services ; b. A succinct summary of the Services performed by each such individual ; c. The time spent by each indiv idual providing those Services; d. The applicable hourly billing rate and payment due; and e . A detailed breakdown of all allowable expenses. All hourly rates and allowable expenses must conform to City-approved rates set forth in Exhibit C. 4.3 Final Payment. At least 30 days prior to end of the Agreement, Consultant must submit a requisition for final and complete payment of costs and any pending claims for City approval. Noncompliance with this requirement relieves City of further payments/obligations under the Agreement. 5. INDEPENDENT CONSULT ANT 5.1 Status. Consultant is an independent Consultant and not an employee , partner , or joint venture of City. Consultant is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's performance of the Services. Consultant is not entitled to health, worker's compensation or other benefits from City. 5.2 Consultant Qualifications. Consultant warrants on behalf of itself and its Subconsultants that ey hav e the qualifications and skills to perform the Services in a competent and professional manner nd according to the highest standards and best industry practices for similar services performed in the an Francisco Bay Area . . 3 Permits and Licenses. Consultant warrants on behalf of itself and its Subconsultants that the y re properly licensed , registered , and/or certified to perform the Services as required by law . Program Gilbane Building Co mpany Construction Ma na gement Services 20/8-2020 Master Design Professional Agreement/ Rev. Dec. 201 7 Pa ge 2 of 10 5.4 Subconsultants. Unless prior written approval from City is obtained, only Consultant's employees and Subconsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all Subconsultants to furnish proof of insurance for workers' compensation, commercial liability, auto , and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all Subconsultants relative to the portion of their work . 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all the tools, materials and equipment required to perform the Services . 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City 's request, Consultant will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its Subconsultants , and must take prompt measures to av oid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORl'1ATION During the Contract Time Consultant may hav e access to pri v ate or confidential information owned or controlled by the City, which may contain proprietary or confidential details the di sclo sure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant or its Subconsultants in any product, memoranda, study, report , map , plan, drawing, specification, data, record, document or other information or work, in any medium ( collectively, "Work Product"), prepared by Consultant in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of U.S. Code , all Work Product prepared/created by Consultant and its Subconsultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not "works for hire", Consultant and Subconsultants hereby assign to City all copyrights to the Work Product when and as created. Consultant may retain copyrights to its standard details , but hereby grants City a perpetual , non-exclusive license to use such details . 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. Program C i/ban e Building Co mpany Co nstruction Ma nagement Services 201 8-2020 Ma ster D esign Professional Agreem ent/ Rev. D ec. 201 7 Pa ge 3 of 10 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights , City may use or modify the Work Product of Consultant and Subconsultants to execute or implement any of the following , but Consultant shall not be responsible or liable for City 's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired ; (b) To complete the original Services with City personnel , agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the Deliverables required under this Agreement, which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete , accurate , and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures . The records must include detailed information about Consultant's performance, benchmarks and deliv erables. The records and supportin g documents must be kept separate from other files and maintained for a period of four years from the date of City's final payment. 8.2 City will have free and full access to Consultant 's books and records for review and audit , to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or au dit of Consultant's records discloses non-compliance with appropriate internal financial controls , a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. This Section survives the expiration/termination of this Agreement. 9. ASSIGNMENT Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise , without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not be unreasonably withheld. For purposes of this provision , control means 50% or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees . 10. PUBLICITY/ SIGNS Any publicity generated by Consultant in connection with the Project and Services during the Contract Time and for one year thereafter will reference City contributions in making the Project possible . The words "City of Cupertino" shall be displayed in all pieces of publicity, including flyers, press releases , posters, brochures , public service announcements, interviews and newspaper articles. No signs may be Program Gilbane Building Company Cons1ruction Ma nagement Services 2018-2020 Master Design Professional Agreement/ Rev. Dec. 20 17 Page4 of 10 posted, exhibited or displayed on or about City property , except s1gnage required by law or this Agreement without prior written approval from City . 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend , and hold harmles s the City , its City Council , boards and commissions, officers , officials , employees , agents , servants , volunteers and consultants ( collectively, "Indemnitees"), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify , defend, and hold harmless Indemnitees from and against any and all liability, claims, actions , causes of action, demands or charges whatsoever against any Indemnitee, including any injury to or death of any person or damage to property or other liability of any nature ( collectively, "Liability"), that arise out of, pertain to , or relate to the negligence , recklessness , or willful misconduct of Consultant, its officers , officials , employees , agents or Subconsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City 's choice, expert fees , and all other costs and fees of litigation. In addition to its indemnity obligations , Consultant will provide its immediate and active cooperation and assistance to the City , at no additional cost to the City, in analyzing, de fending, and resol ving such Liability . b. Claims Involving Intellectual Property . Consultant shall indemnify , defend, and hold harmless Indemnitees from and against any claim involving intellectual property , infringement or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to , or relates to Consultant 's negligence, recklessness , or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice , expert fees and all other costs and fees of litigation. c. Claims for Other Liability. For all other liabilities not included in provisions "a" and "b " above , Consultant shall indemnify, defend , and hold harmless the Indemnitees against any and all liability , claims, actions , causes of action or demands whatsoever, including any injury to or death of any person or damage to property , or other liability of any nature arising out of, pertaining to , or relating to the performance of this Agreement by Consultant, its employees , officers, officials , agents or Subconsultants, including liability based on breach of contract, obligations , or warranties , or any unauthorized use or disclosure of City's confidential and proprietary information. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim , dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price, to Workers ' Compensation claims , or to the Insurance or Bond limits and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee . 11.3 If this Agreement is entered into or amended on or after January 1, 2018, Consultant's duty to pay for any of Indernnitees ' defense related costs will be limited to its proportionate share of fault , as determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in Ci v il Code section 2782.8. Program Gilban e Build in g Co mp any Co nstru c tion Management Services 201 8-2020 Ma ster Des ig n Prof essio nal Agreement/ Rev. Dec. 201 7 Page 5 of 10 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indemnification duties , including reasonable attorney fees , fees for legal counsel acceptable to City , expert fees , and all other costs and expenses related to a claim or counterclaim , a purchase order, another transaction , litigation , or dispute resolution. Without waiving any rights, City may deduct mone y from Consultant's.payments to cover moneys due to City. Section 11 survives expiration or termination of this Agreement. 12. I N SURAt"\TCE On or before the Contract Time commences , Consultant shall furnish City with proof of compliance with City insurance requirements , attached and incorporated here as Exhibit D. City will not execute the Agreement until it has approved receipt of satisfactory certificates of insurance and endorsements evidencing the type , amount, class of operations covered , and the effective and expiration dates of coverage. Alternatively , City may terminate this Agreement or in its sole discretion purchase insurance at Consultant 's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all local, state and federal laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant 's ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services , as required by the Immigration Reform and Control Act, or other federal or state law , rule or regulation . 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a "public works" component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws . To the extent applicable , Consultant must comply with City 's Labor Compliance Program, and with state labor laws pertaining to working days, overtime , payroll records and Department of Industrial Relations (DIR) Registration and Oversight. If the Contract Price is $30 ,000 or more , Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5 . 13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race , religious creed, color, ancestry , national origin , ethnicity , handicap , disability , marital status, pregnancy, age , sex , gender, sexual orientation , gender identity , Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification . Consultant shall comply with all anti-discrimination laws , including Government Code Sections 12900 and 1113 5, and Labor Code Sections l 73 5, 1777 and 307 7 .5 . Consistent with City policy prohibiting harassment and discrimination, Consultant understands that harassment and discrimination directed toward a job applicant, an employee , a City employee, or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public official , employee, or member of a City board . or commission who might have been in v ol v ed in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section I 090 et seq. Consultant may be required to file a Program Gilbane Build in g Co mpany Constructio n Ma na gemen t Services 2018-2020 Master Desig n Professional Agreement! Rev. Dec. 20 J 7 P age 6 of 10 conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws . Services may only be performed by persons who are not employed by City and who do not hav e an y contractual relationship with City, with the exception of this Agreement. Consultant agrees to abide by City policies and administrativ e rules prohibiting gifts to City officials and employees . 13.6 Remedies. A violation of Section 13 constitutes a material breach and may result in City suspending payments , requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification unde r Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss , liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Alex Acenas , who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City approval , the Consultant 's Project Manager for all purposes under this Agreement will be Glenn Rock , who shall be the single representativ e for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions , service orders , and the Schedule of Performance , and providing regular updates to the City 's Project Manager on the Project status , progress , and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thirty (30) calendar days ' written notice to Consultant. Consultant will be compensated for satisfactory Services performed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services . No close out work shall be conducted without City reasonable approval of closure costs , which may not exceed ten percent ( 10 %) of the total time expended to the date of abandonment. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within thirty (30) day s of Consultant 's final invoice reasonably approved by the City. 16. TER.l'1I NATION City may terminate this Agreement for cause or without cause at any time , following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date . Consultant will be paid for satisfactory Services rendered through the date of termination , but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. Progra m Gilbane Building Co mpany Co nstru ctio n M anagement Services 201 8-2020 Ma ster D es ig n Profess ional Agree ment/ Rev. D ec . 20 1 7 Page 7 of 10 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises , Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration , the arbitrator 's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City files a complaint or cross-complaint, or pursues arbitration , appeal, or other proceeding to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This attorney fee provision does not apply to legal actions initiated by Consultant or Subconsultant. This Section survives termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of any breach shall not be deemed to constitute waiver of another term , provision, covenant or condition, or a subsequent breach, whether of the same or a different character. 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreements and understandings, either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. Program Gilban e Building Co mpany Co nstruction Managem ent Services 201 8-202 0 Ma s ter Des ign Profess ional Agreement/ Rev. Dec. 201 7 Page 8 of 10 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this A_greement or their _application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices , requests and approvals must be sent in writing to the persons below , which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention:Alex Acenas Email: alexa@cupertino.org 27. VALIDITY OF CONTRACT To Consultant: Gilbane Building Company 1798 Technology Drive, Suite 120 San Jose , CA 95110 Attention: Glenn Rock Email: GRock@GilbaneCo.com This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino Municipal Code Chapters 3 .22 and 3 .23, is signed by the City Manager or authorized designee, and is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has 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 Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. Program Gilbane Building Company Construction Management Services 2018-2020 Master Design Professional Agreement/ R ev. Dec. 2017 Page 9 of 10 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. Title -:::::.__,:_,,.--l'----.4------- Date --+-1----+------ T (},X I.D. No.: ------- ~· OLPII STEVEN8 µM- Cupertino City Attorney i ~ . I 0 CITY OF CUPERTINO ipal Corporation By ~L...>...L------'-~~~- Name David Brandt Title City Manager D ate {-( 'l ~ /<'£ GRACE SCHMIDT 6 , / J -/ J' C ity Clerk Program Gilban e Building Co mpany Con struction Management Services 2018-2020 Master Design Professional Agreement/ Rev. Dec. 201 7 Page 10 of 10 EXHIBIT A SCOPE OF SERVICES The CONSUL TANT shall provide certain Construction Management services as required and requested by the CITY. The CONSULTANT shall provide services under this Master Agreement on an "as needed" basis and only (1) upon written request from the CITY's Director of Public Works or authorized Agent as defined in Section 14, PROJECT COORDINATION and (2) as defined in a fully executed SERVICE ORDER, Exhibit B. SECTION 1-GENERAL PROVISIONS A. The CONSULTANT shall perform all services to the satisfaction of the CITY's Public Works Director or authorized Agent. B. The CONSUL TANT shall perform all services under this agreement to the currently prevailing professional standards and quality found among Program and Project Management Consultants with similar knowledge and skill engaged in related work throughout San Francisco Bay Area under the same or similar circumstances. C. The CONSULTANT shall perform services under this AGREEMENT only by authorization of a fully executed SERVICE ORDER which shall clearly provide the nature of the specific services, the time limit within which such services must be completed, and the compensation for such services. Unauthorized services performed by the CONSULTANT shall be at no cost to the CITY. D. The CONSULTANT shall begin work only after receipt of a fully authorized and executed SERVICE ORDER. The CITY shall incorporate each authorized and fully executed SERVICE ORDER into the terms and conditions of this MASTER AGREEMENT. E. The CITY shall designate a Project Manager for each authorized and fully executed SERVICE ORDER under this AGREEMENT . The CONSULTANT shall coordinate the SERVICE ORDER performance with the CITY's designated Project Manager. SECTION 2. BASIC SERVICES The Consultant shall provide Construction Management services for various CITY Public Works projects. All services performed shall be authorized by a fully executed SERVICE ORDER prior to work commencement. · A. General Performance Requirements Gilbane Building Group. Exhibit A-Scope of Services -Construction Management Services 2018-2020 Page 1 of 9 EXHIBIT A SCOPE OF SERVICES 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. CONSUL TANT shall be responsible for coordinating the work of all consultants and contractors, as needed or as directed by the CITY. CONSULTANT shall schedule meetings and prepare meeting agendas and minutes for all PROJECT meetings during the execution of this agreement under the scope of work. All minutes of meetings are due to the CITY within five (5) working days after the meeting. CONSUL TANT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities. 3 . CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. CONSUL TANT shall not substitute any team members without the prior approval of the CITY. CITY retains the right to reject team members assigned by CONSULTANT or require replacement of team members. 4. CONSUL TANT shall manage its SUBCONSUL TANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable information, and communicate with members of the PROJECT team. 5. During the course of work of an assigned PROJECT, CONSULTANT shall meet weekly with CITY' s assigned project manager for the respective construction projects to provide an update on the current status of the construction project. Construction Manager (CM) will provide the CITY' s assigned project manager with a summary report. B. CONSULTANT shall effectively manage the assigned construction projects for the efficient, progressive, and proactive delivery of each construction project. For each assigned construction project, the CONSULT ANT may provide any or all of the following tasks and subtasks under Section 2, as is required for each specific project. C. TASKS Consultant services for any assigned project under this Master Agreement may include, but is not limited to the following tasks: Task 1 -Pre-Construction Phase -work shall include but is not limited to the following: 1) Conduct a constructability review of the construction documents (50%, 95% and 100%) for the various projects. Provide a written report with recommendations for changes. 2) Cost Estimate review and value engineering for various projects. Provide a written report with recoill!D-endations. Gilbane Building Group. Exhibit A-Scope of Services -Construction Management Services 2018-2020 Page 2 of 9 EXHIBIT A SCOPE OF SERVICES 3) Utility coordination for projects. Work shall include a survey of existing utilities, the development of utility service plan for new and existing structures, coordinating with consultant preparing the project plans and making application to the utility companies for service. 4) Assist with the building permit approval process. Work shall include but is not limited to coordinating with design consultant and building department to receive an approved building permit. 5) Assist with the review and approval process for other permits and regulatory requirements. Work shall include but is not limited to coordinating with design consultant, city staff, and regulatory agencies to apply for and secure approved permits and authorizations as needed. 6) Assist with the development and conducting of public outreach programs to assist in providing public information regarding project. 7) Assist with grant administration during the project. Task 2 -Bid Phase -work shall include but is not limited to the following: 1) Conduct a pre-bid Conference with prospective Bidders. 2) Assist with the issuing of Addendums. 3) Assist in the development of bidders' interest in a project. 4) Review bid documents and assist the CITY in evaluation of bidders Statement of Qualifications for responsible low bidder and assist in analyzing bid protest as may be necessary. 5) Tabulation and evaluation of bid results. Assist in the evaluation of bid alternatives and make recommendations on award. 6) Assist in review and processing of substitution submittals during bid and construction phase. Task 3 -Construction Phase -work shall include but is not limited to the following: 1) Administration and Coordination of Construction Contract: CM will provide administrative, construction management and related services necessary to administer the Construction Contract on each assigned project. CM' s services shall include but are not limited to the following: a. Scheduling, coordinating and conducting pre-construction and construction meetings; recording, maintaining and distributing minutes thereof. b. Prior to start of project construction the CM and CITY will come to agreement on the format for all project records to be kept and turned over to the CITY at the completion of the project. Documents may be hard copies and/or electronic. CM will make recommendations on programs to be used for tracking and other record keeping needs. Gilbane Building Group. Exhibit A-Scope of Services -Construction Management Services 2018-2020 Page 3 of 9 EXHIBIT A SCOPE OF SERVICES c. Develop and implement a procedure for the submittal and processing of submittals with the design consultant. This shall include preparing and updating logs. Provide preliminary review for completeness and general compliance of submittals that are to be reviewed by the design consultant. Provide review and response for submittals that do not involve the design consultant (such as Safety Plan, Fire Protection Plan). Sign and date such submittals with response: Reviewed or Revise and Resubmit. d. Develop and implement a procedure for the submittal and processing of substitution requests with the CITY and the design consultant. This shall include preparing and updating logs . e. Develop and implement a procedure for timely handling and disposition of the Contractor's Request For Information (RFI) or clarifications with the design consultant. This shall include preparing and updating logs. f. Establish and implement procedures for the timely transmittal and receipt of communications, drawing and other information between CM, design consultant and the Contractor relating to construction of the project. g. Develop and implement a procedure for the timely submittal, processing and tracking of Contract Change Orders (CCO), Request for Price Quote (RPQ), etc. with the CITY . This shall include preparing and updating logs. h. Coordinate and maintain a project directory for the project, with emergency contact information. 1. Review the Contractor's comprehensive schedule that establishes a base line and reports the status and progress of the project. The schedule should include details such as milestones and key activities to track project progress. Review the Contractor's three week look ahead schedule. Verify that schedules conform to the construction contract documents. J· Work with CITY and Contractor to maintain use of existing facilities that are affected by the construction, to minimize the disruption to the existing facilities and to have their continued use during the construction of the project. This includes all phase of construction and delivery of materials. 2) Monitoring of construction costs and progress payments, CM services shall include but are not limited to the following: a . Provide and maintain project level reports for budgeting and contingency tracking; contract payment status; cash flow forecasting and analysis; grant documentation; and other financial reporting as necessary to support the CITY' s accounting needs. CM shall maintain records reflecting the actual costs for activities completed or in progress, including records relating to work performed on a unit cost basis and additional work performed by the Contractor on a time and materials basis. CM shall monitor and advise the CITY of costs pertaining to potential, pending and completed changes; and potential or pending claims. b. Develop a procedure for submittal, review and processing of the progress Gilbane Building Group. Exhibit A-Scope of Services -Construction Management Services 2018-2020 Page 4 of 9 EXHIBIT A SCOPE OF SERVICES payments to Contractor, along with associated forms and reporting systems. CM shall review progress payment applications and work with Contractor to achieve agreement on the progress payment amount. CM will verify that the "as built" check set of plans by the Contractor are updated prior to approval of progress payment being submitted to the CITY. CM will require Contractor to provide a conditional waiver and release for progress payments and a final release and waiver for the final payment. CM will certify that the data in each application for progress payment is to the best of CM's knowledge, information and belief, the work has progressed to the point indicated in the application for progress payment and the quality of the work is generally in accordance with the conh·act documents. CM' s review of application for progress payment shall be . undertaken and completed in a timely manner so that the CITY can meet its obligations to make progress payment due Contractor within the time permitted by applicable law without incurring interest liability or other penalties/liabilities. CM shall also verify the progress payment satisfies any grant requirement. 3) Substantial completion and final completion, CM services shall include but are not limited to the following: a. Consult with the design consultants and CITY to jointly ascertain the achievement of substantial completion of the project. If upon inspection of the project substantial completion has not been achieved, the CM will assist the design consultant in noting the conditions of the work and the measures necessary for the Contractor to achieve substantial completion. Upon determining that the Contractor has achieved substantial completion the CM will coordinate the CITY's and design consultant's final inspection of the work to note punch list items to be completed by the Contractor as a condition to achieve final completion. b. Assist the CITY in issuing a certificate of substantial completion and final completion, as applicable. 4) Progress Records, CM services shall include but are not limited to the following: a. Maintain records of the progress of construction of the project, including written progress reports and photographs reflecting the status of construction and percentage completion of the project. CM will maintain daily records during construction of the project showing weather conditions, personnel of the Contractor and Subcontractor at the site, work accomplished, problems encountered and other matters materially affecting the project, completion of the project or construction cost to complete construction of the project. CM shall maintain project records for test results and special inspection results. b. Provide monthly progress reports on the project. 5) Site observations of project, CM services shall include but are not limited to the following: a. CM shall be on-site during construction of the project and substantially at all Gilbane Building Group. Exhibit A-Scope of Services -Construction Management Services 2018-2020 Page 5 of 9 EXHIBIT A SCOPE OF SERVICES times during which there are construction activities at the site. CITY and CM may agree to the amount of time required to be at the site for observation, however this does not relieve the CM from the requirement of having knowledge of the status of the work. b. Coordinate testing, lab services and inspections, this includes by outside firms. CM will work with the Building Department for permit inspections coordination and final approvals of permit. Provide testing and test results by testing firm acceptable to CITY. Such testing services shall be a reimbursable expense as described in Task 4. c. Maintain at the site the following documents at a minimum: Contract, Drawings, Specifications, approved Change qrders, Submittals, building permit, SWPPP and associated testing or monitoring documentation, other permits, applicable codes, rules and regulation and other written or electro~c materials relating to the project. d. CM will endeavor to guard the CITY against defects and deficiencies in construction and workmanship of the project on the basis of its site observations, and a quality control program established and implemented hereunder to monitor construction workmanship for conformity: 1) accepted industry standards; 2) applicable laws, codes, regulations, ordinances or rules: 3) and the requirements of the construction documents. e. CM shall reject work whenever in the ordinary course of discharging its services the CM discovers or observes patent conditions of defective or deficient construction and workmanship which as or may have an adverse impact upon the project's life-safety systems or operations, structural elements or integrity of the safety of persons or property . CM shall take prompt action appropriate under the circumstances, including stopping the work and thereupon notifying the CITY in writing. CM' s responsibilities hereunder shall be limited to defective or deficient work or an apparent or patent nature. f. Review the Contactor safety program and the requirements of the construction documents and applicable law. CM shall monitor the Contractor's compliance with safety programs and advise the CITY of measures, if any, necessary or appropriate to obtain the Contractor's compliance. By undertaking the obligation hereunder, CM shall not be deemed to have assumed responsibility of the adequacy or sufficiency of safety programs implemented by the Contractor, but the CM is responsible for verifying that the Contractor has established a safety program, that the safety program established by the Contractor is in compliance with applicable law, rule or regulation and that the Contractor has implemented its safety program. g. CM shall promptly notify the CITY in writing of all CM observed instances of Contractor's failure to comply with applicable safety requirements. If in the course of performing services during the construction, the CM observes a safety Gilbane Building Group. Exhibit A-Scope of Services -Construction Management Services 2018-2020 Page 6 of 9 EXHIBIT A SCOPE OF SERVICES violation or other unsafe condition on or about the site or surrounding area which have a immediate or potential or actual adverse effect on life or property, the CM is authorized, without prior notice to the CITY or prior directive by the CITY, to take all actions deemed necessary and appropriate by the CM under the then existing circumstances to prevent such actual or potential adverse effect. h. CM shall become familiar with all CEQA documents and permit requirements from other agencies having jurisdictions over the site or work that will affect the project and the construction site. CM shall be responsible for monitoring all aspects of the project as it relates to the requirements. CM shall monitor the Contractor's compliance with all requirements of the CEQA documents and permits by other agencies. CM shall take prompt action appropriate under the circumstances, including stopping the work and thereupon notifying the CITY in writing if Contractor is not following all requirements. 6) Contract Change Order (CCO) processing, CM services shall include but are not limited to the following: a. Coordinate and disseminate correspondence, drawings and other w,ritten materials by and between the Contractor, the CITY and the design consultants relating to changes to the project. CM will coordinate the Contractor's performance of changes authorized by the CITY. CM shall maintain a log or other written records to monitor the pendency and disposition of change and CCOs to keep the CITY advised of the status of the same and the actual or potential impact of any particular change or CCO or the cumulative effects thereof on the construction cost or time for completion of construction of the project. b. Assist the CITY and design consultant in evaluation of requests for the Contactor for issuance of CCOs, assist in negotiations with the Contractor relative to the CCOs proposals and the adjustment of the contract price or the contract time under the construction contract. CM will make recommendations to the CITY and the design consultant for handling and disposition of the Contractor's proposal relative to the changes. If a change to the construction contract is approved or authorized by the CITY, CM will assist the CITY and the design consultant in the preparation of a CCO reflecting such approved or authorized change to the construction contract. The CM is not authorized, without the prior consent and approval of the CITY, to effectuate or authorize any change to the work of the project. The CM shall be liable to the CITY for all direct and consequential costs, losses or damage resulting from the CM' s direction or authorization of effectuate a change to the work of the project without the prior direction and authorization by the CITY. · 7) Claims handling, CM service shall include but are not limited to the following: a. Assist the design consultant in the review, evaluation and processing of claims asserted by the Contractor; CM will make recommendations to the CITY as to Gilbane Building Group . Exhibit A-Scope of Services -Construction Management Services 2018-2020 Page 7 of 9 · EXHIBIT A SCOPE OF SERVICES merit, handling and disposition of Contractor's claims . Except in the event that the CM is alleged to have caused or contributed to the circumstances giving rise to a Contractor claim or other Contractor demand for compensation, services of the CM to prepare documentation or provide testimony in a mediation, arbitration or judicial proceeding arising out of such a claim or demand for compensation shall be deemed additional services. If the CM is alleged to have caused or contributed to a Contractor claim, the CM' s claims handling services, including without limitation, claims analysis, assistance in preparing briefs/graphic materials in connection with negotiations or dispute resolution proceeding relating to a Contractor claim shall be deemed part of the CM's basic services under this agreement. 8) CM equipment, CM shall provide the following equipment necessary to carry out CM duties: a. Provide all equipment, furnishings and other items necessary to complete the services required for the project. Including without limitation, trailer, computers, related hardware, software, vehicles, cell phones, office equipment and copiers. Task 4 -Inspections and Testing -work shall include but is not limited to the following: 1) CM shall conduct routine inspection of the construction work over the course of construction to ensure compliance of the work with the construction contract, including all drawings and specifications. 2) CM shall monitor the contractor's compliance with required Regulatory Agency Permit inspections and advise CITY of coordination problems and Contractor's compliance with permit/inspection requirements. 3) CM shall engage the necessary subconsultants to perform the necessary inspections and testing as required for the project. CM shall schedule and coordinate with the contractor and subconsultant for the necessary testing and inspection for the project. 4) Compensation to the CM for inspections and testing by subconsultant shall be for the actual billed amount only, no mark up or overhead will be allowed for these subcontracted services. CM shall bill monthly for actual inspections and testing completed. CM shall attach copies of subconsultants' invoice for verification of cost being billed. Task 5 -Post-Construction Phase -work shall include but is not limited to the following : 1) Contractor closeout document review, CM services shall include but are not limited to the following: a) Receive from the Contractor the closeout documents and items to be submitted Gilbane Building Group. Exhibit A-Scope of Services -Construction Management Services 2018-2020 Page 8 of 9 EXHIBIT A SCOPE OF SERVICES by the Contractor W1der the terms of the Construction Contract upon completion of its obligations under the Construction Contract. The CM shall review each Contractor's closeout submittals to determine conformity with the requirements of the Construction Contract. If the CM determines that any Contractor's closeout submittals are not in conformity with requirements of the construction contract, the CM shall make recommendations to the CITY for measures to secure compliance with the requirements of the construction contract. The CM shall deliver to the CITY all of the Contractor's closeout submittals, including the Contractor's as-build drawings which the CM shall transmit to the design consultant for preparation of the record drawings. The CM shall monitor the design consultant's preparation and completion of the project record drawings prior to delivering to the CITY. 3) Within thirty (30) days of the date of issuance of a Certificate of Final Completion for the construction contract, the CM shall assemble and deliver to the CITY all of the records maintained by the CM relating to the project. Task 6 ..:. Additional Services 1) Services provided by CM that are different from or in addition to those described herein are being included in the scope of Basic Services are referred to as "Additional Services". No Additional Services shall be performed without the prior written authorization of the CITY. No compensation shall be due from the CITY to the CM for any Additional Services provided or performed by the CM without the prior written authorization of the CITY. 2) Compensation to the CM for Additional Services directed and authorized by the CITY shall be on the basis of either: 1) actual and reasonable time of the CM' s personnel necessary to complete the authorized Additional Service computed in accordance with the Rate Schedule attached to this Agreement; or 2) a fixed price mutually agreed upon by the CITY and the CM . The forgoing notwithstanding, if Additional Services authorized by the CITY result from the neglect of CM or CM's default under this Agreement, CM shall complete Additional Services at no cost to the CITY. END OF EXHIBIT Gilbane Building Group. Exhibit A-Scope of Services -Construction Management Services 2018-2020 Page 9 of 9 EXHIBIT B SERVICE ORDER PROCESS The CONSULT ANT shall provide services under this Master Agreement on an "as needed" basis and only (1) upon written request from the CITY's Director of Public Works or authorize d Agent as defined in Section 14 , Project Coordination, and (2) as defined in a full y executed Service Order.. SECTION 1-SERVICE ORDER INITIATION A. The City Public Works Director or his designee shall provide written request for Consultant services as defined in this agreement. The Consultant and City shall meet to discuss the services after which the consultant shall provide a written proposal including specific scope of services, performance schedule, and compensation to the City. B. The City and Consultant shall discuss the proposal in detail and agree upon the terms of the Service Order. C. The City shall prepare a Project Service Order consistent with the City's standard form, Service Order, and Attachment A. The Service Order shall, at a minimum, include (1) specific scope of services, deliverables, schedule of performance, and compensation. SECTION 2-SERVICE ORDER EXECUTION D. Both parties shall execute the Service Order as evidenced by the signatures of the authorized representatives defined in Section 14 of the Master Agreement, Project Coordination, and the date signed. E. The Consultant shall begin work on the scope of services only after receipt of a fully executed authorized Service Order defining those services. Consultant understands and agrees that work performed before the date of the authorized Service Order or outside the scope of services once a Service Order is signed and authorized shall be at no cost to the City. F. The maximum compensation authorized by a single Service Order and/or the aggregate of Service Orders shall not exceed the maximum compensation set forth in Article 4 of the Master Agreement. Gilbane Building Group Exhibit B-Service Order Process Construction Management Services (20 18-2020) Page 1 of 1 EXHIBITB CITY OF CUPERTINO MASTER AGREEMENT CONSULT ANT SERVICES SERVICE ORDER NO. MASTER AGREEMENT PO#: M.A. Date: Maximum Compensation: S.0. Acc 't No.: Consultant: Firm Name: Address: Contact: Phone: Acct: Project Description: Project Name: [x]Description: (simple project description if appropriate) Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation City Project Management Managing Department: Public Works Project Manager: ---------------- Fiscal/Budget : Amount Master Agreement Maximum Compensation: $0 -----------Tot al Previously Encumbered to Date: $0 -----------Enc umbra n c e this Service Order: $0 -----------Tot al Liquidated Encumbrance: $0 -----------Master Agreement Unencumbered Balance: $0 ----------- Contract Manager: Date: Approvals: Consultant: Date: CIP Manager: Date: A ppropriation Certification: I h er eb y certify that an unexpended a ppropria ti on is available in the a bove fund for the a bove contract as estim ated and th at fund are available as of this date of signa ture City Finance: Date: Management An alyst END OF EXHIBIT City of Cupertino Master Agreement Page 1 of 1 Service Order No. EXHIBIT C COMPENSATION The City shall compensate the Consultant according to the hourly rate(s) stated in this Exhibit which shall remain in effect for the Master Agreement schedule of performance unless changed by written amendment to the Master Agreement. Each authorized Service Order under this Master Agreement shall identify the method of compensation consistent with the scope of services provided by the Consultant. In any case, the Consultant's total payment for each authorized Service Order shall not exceed the maximum compensation identified in that Service Order, unless authorized by a written amendment executed by the City and the Consultant, and the .total compensation for all authorized Service Orders shall not exceed the maximum compensation stated in Article 4, Compensation, of the Master Agreement. Work exceeding the total authorized amount for a Service Order or the total compensation for the Master Agreement shall be at no cost to the City. Consultant Hourly Rate(s) The Consultant shall be compensated according to the following hourly rate(s) for all work performed under authorized Service Orders: Labor Category Master Agreement Hourly Rate Project Executive $210 Preconstruction Manager I $199 Senior Project Manager $187 Project Manager $177 Project Engineer $130 QA/QC Manager $173 Project Superintendent $159 Scheduler $173 Estimator $161 IDC Reviewer $187 Accountant $111 Administrative Assistant $65 BIM Engineer $130 Transition Planning Manager $191 Gilbane Building Company Exhibit C-Compensation -Construction Management Serv ices (2018-20) Page 1 of 3 Reimbursable Expenses EXHIBIT C COMPENSATION Reimbursable expenses represent the acquisition cost of items, other than direct labor, specifically required to perform the scope of services and beyond normal business operating expenses which are included in the direct labor rate. Such expenses include, but are not limited to : • Individual or multiple document reproductions that exceed 50 pages; • Drawing or bid set reproductions; • Software required by City other than Microsoft Word, Excel, PowerPoint, and Project; Adobe Acrobat; and a photo editor program. • Travel expenses to the extent allowed by City policy; • Sub-consultants required by project scope of services; • Safety equipment required b y City policy or the project scope of services; • Mass mailing notifications; • Expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental, tents or booths, easels, markers, paper, presentation equipment. The City shall compensate the Consultant for such reimbursable expenses only with prior written authorization by the City representative designated in Section 14, Project Coordination, of the Master Agreement. All compensation, including reimbursable expenses, shall not exceed the maximum compensation for the Service Order. The City shall compensate the Consultant for reimbursable expenses for the documented achial cost only, allowing for no surcharge for Consultant administration. Reimbursable expenses shall be separately identified on the Consultant invoice. Method of Payment The Consultant shall submit an invoice to the City by the 5th business day of each month that clearly identifies the work performed in the previous month and authorized reimbursable expenses. All invoices from Consultant shall be e-mailed to City at: PWinvoices @cupertino.org The invoice shall identify the applicable period of work, a description of the work performed consistent with the Service Order scope of services, the number of hours, hourly rate, Gilbane Building Company Exhibit C-Compensation -Construction Management Services (2018-20) Page 2 of 3, EXHIBIT C COMPENSATION reimbursable expenses, Service Order maximum compensation, Service Order compensation to date including invoice number, total invoice amount for current invoice, Service Order maximum compensation balance remaining. All Consultant payments shall be addressed to: Gilbane Building Company 1798 Technology Drive, Suite 120 San Jose, CA 95110 Attention: Glenn Rock Gilbane Building Company -Construction Management Services (2018-20) END OF EXHIBIT Page 3 of 3 Exhibit C-Compensation EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED l. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. 0 Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-lnsurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb . 2018 1 Additional Insured Status The City of Cupertino, its City Council , officers , officials, employees, agents , servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy . General Liability coverage can be provided in the form of an endorsement to Consultant 's insurance (at least as broad as ISO Form CG 20 IO (I I/ 85) or both CG 20 IO and CG 20 3 7 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers , officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers ' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants . This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds ; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII , or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term . S ubcons ultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies . Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above , City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk , prior experience, insurer or other special circumstances , with not less than ninety (90) days prior written notice. Exh. D-Insurance R equireme nts for Desig n Professionals & Consultants Co ntracts Form Updated Feb . 201 8 2 ACORD~ CERTIFICATE OF LIABILITY INSURANCE I DA TE {M MIOD/YYYY) ~ 4/3/2018 THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the pollcy, certain pollcles may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lleu of such endorsement{s). · PRODUCi;R ~~,!,~cr Thomas Kass Alliant Insurance Services, Inc. f.~~NJ. ~., .. 617-536-7200 Ir:,~ Nol, 617-535-7205 131 Ollver Street, 4th Floor ~~t,J~..... Thomes.Kassll!lalflant.com Boston, MA 02110 INSURER{Sl AFFORDING COVERAGE NAICI INSURERA : Travelers lndemnltv ComDanv 26658 INSURED INSURER e: Travelers lndemnltv ComDanv of CT 26682 Gilbane Building Company INSURERC: Travelers Prooertv Casuaftv Comoanv of America 26674 1798 TechnologJ Drive San Jose, CA 9 110 INSURERD: INSURERE: INSURERF : COVERAGES CERTIFICATE NUMBER· 75470053 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTVVITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR QTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE PO LI CIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . 1~,m TYPE OF INSURANCE ADOL SUBR POLICY NUMEIER ,&SMW~1 ! ,:~l5%Mrvi LIMITS OHon lun,n A X COMMERCIAL GENERAl. LIABILITY y y YrC2K-C0-2E970978-IND-17 6,"J0/:2017 6/30/2016 EACH OCCURRENCE $2 000,000 -D CLAIMS-MADE 0 OCCUR ~~~:1~~J ~F~~.~~n .... 1 $1 000000 X XCU Included MED EXP C/vly one person) $10000 - PERSONAL & ADV INJURY $2 ,000,000 - GEN 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4 000000 RPOLICY[K]~ OLoc PRODUCTS · COMP/OP AGG $4000000 OTHER : $ B AUTOMOBILE LJAEIILT!Y y y >----- VTE-CAP-2E970BBA-TCT-17 6,"J0/2017 6/30/2018 )l;~~i~i'INGLE LIMIT $1 nnn,v,n X ANYAUTO BODILV INJURY (Per person) $ -ALL OWNED ----: SCHEDULED BOOILY INJURY {Per acddanl) $ -AUTOS -Al!TOS ~ED PROPERTY DAMAGE $ HIRED AUTOS Al!TOS tPer acddenll >------$ UMEIREU.A UAB HOCCUR EACH OCCURRENCE $ -EXCESSUAEI ClAIMS-I.IADE AGGREGATE $ OED I I RETENTION s $ C WORKB\SCOMPENSATION y YrC20-UB-2 E970954-17 6/30/2017 8/3Cl/2018 XI ~\%urE I I ~~tt-A AND EMPLOYERS' LIABILITY YIN YrRK-UB-2E970986-17 6/30/2017 6/30/2018 ANY PROPRIETOR/PARTNER/EXECUTIVE [ill NIA E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NHI E.L. DISEASE · EA EMPLOYEE $1,000000 ~m\:~~ ~ERATIONS -E.L. DISEASE· POLICY LIMIT $1 000000 DESCRIPTION OF OPERATIONS/LOCATIONS/ VEHICLES IA CORD 101, Addltlonal Remarks Schodulo, may be attaohod If more apaco I• roqulrod) Re: Probect #J05934. 100, City of Cupertino City of upertlno, Its City Council, Its officers, offlclals , employees , agents , servants, and volunteers are Included as Addltfonal Insureds as required bb written contract and executed prior to a loss, but limited to the operaUons of the Insured under said contract, with respect to the General Lfabllfty and Automo lie Uablflty policies. A Waiver of subrogation applles In favor of above mentioned additional insureds with respect to Insured operalfons where required by written contract but llmlted to the or.eratlons of the Insured under said Contract and executed prior to a loss, wiU1 respect to the Automobile, General Llablflty and Workers Compensation ~of cies. 30 days ' notice of cance atlon or non-renewal wllf be provided to Certlflcate Holder, except 1 O days' notice for cancellation for non-payment of premium . CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . City of Cupertino 10300 Torre Ave ~uJJcX: Cupertino CA 95014 I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD ~~De CERTIFICATE OF LIABILITY INSURANCE I DATE IMM/DDIYYYY) 413/2018 THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFlRMATIV.ELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BE1WEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pollcles may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lleu of such endorsement(s). PRODUCER 8~fil~CT Thomas Kess Alliant Insurance Services, Inc. r.~~HJ'o. "·"· 617-535-7200 I r~ .. ~,, e11-535-1205 131 Oliver Street, 4th Floor Boston, MA 02110 ~~lil~aa, Toomas.Kass@alllant.com INSURERrS) AFFORDING COVERAGE NAIC# INSURER A: National Fire & Marine Insurance Comoanv 20079 INSURED INSURER&: Gilbane Building Company INSURERC : 1798 Technology Drive San Jose, C~ 9511 o INSURER D : INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· 1297433396 REVISION NUMBER· THIS JS TO CERTlFY THAT THE POLIClES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDlNG Ar-N REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POL)CIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I~ TYPE OF INSURANCE ';'..',',!l,!-~~~~ POLICY EFF POLICY EXP LIMITS POLICY HUMBER IMUlnD/YYYYl IUMIOONYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s -D CLAIMS-MADE D OCCUR PR[~gH ?ei;-;;~~ce1 >---s ,___ ME O EXP {Any one P&r11onl $ ~ PERSONAL & ADV INJURY s G!cN'l AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl POLICY o i;;r&i D LOC PRODUCTS -COMP/OP AGG $ OlliER: $ AUTOMOlllLE LIABILITY n:~~~~~1flNGLI: LIMIT $ >-- Am AUTO BODILY INJURY (Per person) $ ,__ OWNED ~ SCHEDULED BODILY INJURY (Per acoldenl) $ '--AUTOS ONLY >---AUTOS HIRED NON-OWNEO PROPERTY DAMAGE $ >--AUTOS ONLY -AUTOS ONLY !Per accldanll s UMBRELLA UAB H=:-MAOE EACH OCCURRENCE s '--. EXCESS UAB AGGREGATE $ OED I I RETENTION s $ WORKERS COMPENSATION I ~¥~TUTE I 1~11-AND EMPLOYERS' LIABILITY YIN ANYPROPRJ ETOR/PARTNER/EXECUTIVE D NIA E.L. EACH ACCIDENT $ OFFICER/MEMIIEREXCLUDED? (Mandatory In HHJ E.L. DISEASE -EA EMPLOYEE $ ~cfi'p~~ ~~RATIONS below E.L. DISEASE -POLICY LIMIT $ A Profosslonal Uablity 42-CNP-304961..01 41112016 41112019 Qccum,nca $50,000,000 ~ffllregale $50,000 ,000 $2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Addttlonal Romarh Schedule, may bo altochod If moro spoco la n,qulrodJ Re: Project #J05934.1 oo , Clty of Cupertino. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . City of Cupertino 10300 Torre Ave i~;r~ Cupertino CA 95014 I © 1988-2015 ACORD CORPORATION. All rlghta reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED-AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that: a. You agree In a "written contract requiring in- surance" to Include as an additional Insured on this Coverage Part; and b. Has not been added as an additional Insured for the same project by attachment of an en- dorsement under this Coverage Part which includes such person or organization in the endorsement's schedule; is an Insured, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal Injury"; and b. Only as described in Paragraph (1), (2) or (3) below, whichever applies: (1) If the "written contract requiring Insur- ance• specifically requires you to provide additional insured coverage to that per- son or organization by the use of: (a) The Additional Insured -Owners, Lessees or Contractors -(Form B) endorsement CG 20 1 O 11 85; or (b) Either or both of the following: the Additional Insured -Owners, Les- sees or Contractors -Scheduled Person Or Organization endorsement CG 20 10 10 01, or the Additional In- sured -Owners, Lessees or Contrac- tors -Completed Operations en- dorsement CG 20 37 10 01; the person or organization is an additional insured only If the injury or damage arises out of "your work" to which the ''written · contract requiring insurance" applies; (2) If the "written contract requiring insur- ance" specifically requires you to provide additional Insured coverage to that per- son or organization by the use of: (a) The Additional Insured -OWners, Lessees or Contractors -Scheduled Person or Organization endorsement CG 20 10 07 04 or CG 20 10 04 13, the Additional Insured -Owners, Lessees or Contractors -Completed Operations endorsement CG 20 37 07 04 or CG 20 37 04 13, or both of such endorsements with either of those edition dates; or (b) Either or both of the following: the Additional Insured -Owners, Les- sees or Contractors -Scheduled Person Or Organization endorsement CG 20 1 o, or the Additional Insured - Owners, Lessees or Contractors - Completed Operations endorsement CG 20 37, without an edition date of such endorsement specified; the person or organization Is an additional Insured only If the Injury or damage is caused, in whole or in part, by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring Insurance" applies; or (3) If neither Paragraph (1) nor (2) above ap- plies: (a) The person or organization is an ad- ditional insured only if, and to the ex- tent that, the Injury or damage Is caused by acts or omissions of you or your subcontractor In the perform- ance of "your work" to which the •writ- ten contract requiring insurance" ap- plies; and (b) The person or organization does not qualify as an additional insured with respect to the Independent acts or omissions of such person or organi- zation. CG D6 04 0813 @ 2013 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 COMMERCIAL GENERAL LIABILITY 2. The insurance provided to the additional Insured by this endorsement Is limited as follows: a. lf the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional Insured will be limited to such minimum required limits of liability. For the purposes of determining whether this limitation applies, the minimum limits of liability required by the "written con- tract requiring insurance" will be considered to include the minimum limits of liability of any Umbrella or Excess liability coverage required for the additional insured by that "written con- tract requiring insurance". This endorsement will not Increase the limits of insurance de- scribed In Section Ill -Limits Of Insurance. b. The Insurance provided to the additional In- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or sur- vey i ng services, Including: (1) The preparing, approving, or falling to prepare or approve, maps , shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and (2) Supervisory, Inspection, architectural or engineering activities. c. The Insurance provided to the additional in- sured does not apply to "bodily injury" or "property damage" caused by "your work" and Included in the "products-completed opera- tions hazard" unless the "written contract re- quiring Insurance" specifically requires you to provide such coverage for that additional In- sured during the policy period. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible other insurance, whether primary, ex- cess, contingent or on any other basis, that is available to the additional insured. However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional Insured under which that person or organization qualifies as a named Insured , and we will not share with that other insurance. But the insurance provided to the additional insured by this endorsement still Is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that Is available to the additional Insured when that per- son or organization Is an additional Insured, or Is any other insured that does not quality as a named Insured, under such other Insurance. 4. As a condition of coverage provided to the addi- tional Insured by this endorsement: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any lnJury or damage arising out of the "occurrence" or offense. b. If a claim Is made or "suit" Is brought against the additional Insured, the additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. The additional Insured must Immed iately send us copies of all legal papers received In con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. d. The additional insured must tender the de- fense and indemnity of any cla im or "suit" to any provider of other Insurance which would cover the additional Insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement Is primary to other insurance available to the additional insured which cov- ers that person or organization as a named insured as described in Paragraph 3. above. 5. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- Page 2 of 3 © 2013 The Travelers Indemnity Company. All rights reserved . CG D6 04 0813 ganization as an addltional insured on this Cover- age Part, provided that the "bodily Injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed, during the policy period and: COMMERCIAL GENERAL LIABILITY a. After the signing and execution of the contract or agreement by you; and b. While that part of the contract or agreement Is In effect. CG 06 04 0813 ©2013 The Travelers Indemnity Company. All rights reserved . Page 3 of 3 City of Cupertino MASTER AGREEMENT FOR CONSULT ANT SERVICES SERVICE ORDER MASTER AGREEMENT MA #: 2018-13 Service Order #: 1 Maximum Compensation: $ 500 ,000 .00 Term: NTP: April 17, 2018 End Date: June 30, 2020 Approval by: City Manager D Director D Date: City Council l•I Item #: _1_2 ___ _ Date: April 17, 2018 Consultant: Firm Name: Gilbane Building Company Street: 1798 Technology Drive, Suite 120 City, State, Zip: San Jose, CA 95110 Contact Name: Glenn Rock Phone: (408) 609-0424 PROJECT DESCRI PTI ON Project Name: Sports Center -Upgrades LED Message Sign Re-Bid project (2017-19.02) !@ !Description: (simple project de scription if appropr iate ) Perform Master Agreement tasks 3 & 5, in accordance with attached proposal dated 7/27/18 (OJ Attachment A: Includes Description of Project, Scope of Serv ice, Schedule of Performance and Compensation CITY PROJECT MANAGEMENT Managing Department: City of Cupertino Mas ter Agreement Public Works Project Manager: Michael Zimmermann Page 1 o f 2 Service Ord e r No. 1 City of Cupertino MASTER AGREEMENT FOR CONSULT ANT SERVICES SERVICE ORDER BUDGET/ FISCAL Master Agreement Maximum Compensation: Previously Encumbered on MA: S.O. It ______________________ _ S.O. It ________________________ _ S.O. It _3 _________________________ _ S.O. It _________________________ _ S.O. It ________________________ _ S.O. It ________________________ _ S.O. It ________________________ _ S.O. It ________________________ _ S.O. It ________________________ _ S.O. It ________________________ _ Amount $ 500,000.00 Total Previously Encumbered to Date: $ 0.00 ----- Current Unencumbered amount in MA: $ 500,000.00 Encumbrance: S.O. It 1 --420-99-017 900-905 SPCT 004 .0 3 .uZ... $ 37,424 .00 Contract Manager: APPROVALS Consultant: Julia Kinst GlennRock ~ Director of Public Works: Total Encumbered to Date including this S.O.: $ 37,424.00 Master Agreement Balance: $ 462,576.00 Date: Date: 8/3/18 Date: 8/7/18 Appropriation Certification: I hereby certify _ that an unexpended appropriation is available in the above fund for the above contract as estimated and that funds are available as of this date of signature . i City Finance : City of Cupertino Master Agreement Page 2 of 2 Date: < rl r{r t Service Order No. 1 July 27, 2018 City of Cupertino Public Works Department 10400 Torre Ave. Cupertino, CA 95014 G11~fiht4 Subject: CM Services Proposal for 2017-19.02 Sports Center LED Message Sign-Re-Bid Dear Mr. Michael Zimmermann: Upon review of the plans, specifications, and anticipated schedule, Gilbane Building Company offers the following proposal for construction management services to the City of Cupertino for the subject project. The proposal is based upon our understanding of the project, anticipated schedule, plans, and specifications, and the Master Agreement for Consultant Construction Management Services dated April 1, 2016 . Propose d Sc o pe Based upon the Maste r Agreemen t , we will be responsible for Task 3 -Const r uctio n Phase and Task 5 - Post Construction Phase . Proposed fee: Management Tasks provided are based upon the following assumptions: 60 working days for Task 3, up to one quarter-time management commitment and no night-time or weekend work is required for the subject project. The proposed compensation is based upon the above scope of services for a lump sum not to exceed cost ofThirty-Seven Thousand Four Hundred Twenty-Four Dollars ($37,424 .00) except as noted in the attached Ninyo & Moore proposal. Cost per Task is: Task 1-$ 0.00 Task 2 -$ 0 .00 Task 3 -$ 31,424.00 Task 4 -$ 0.00 Task 5 -$ 6,000.00 Task 6 -$ 0.00 Total -$ 37,424.00 Thank you. Sincerely, Glenn Rock Project Executive Gilba ne Building C ompany I 1798 Technology Dr., Sui t e 120 I San Jose, CA 95 11 0 I Te l: 408-660-4400 I Fax: 408-660 -4402 City of Cupertino MASTER AGREEMENT FOR CONSULTANT SERVICES SERVICE ORDER MASTER AGREEMENT MA#: 2018-13 Service Order #: 2 Maximum Compensation: $ 500,000.00 Term: NTP: Approval by: Consultant: April 17, 2018 End Date: June 30, 2020 City Manager D Director D Date: City Council I•! Item#: _1_2 ___ _ Date: April 17, 2018 Firm Name: Gilbane Building Company Street: 1798 Technology Drive, Suite 120 City, State, Zip: San Jose, CA 95110 Contact Name: Glenn Rock Phone: (408) 609-0424 PROJECT DESCRIPTION Project Name: McClellan Ranch West Parking Lot Improvement project (2017-05) ~Description: (simple project description if appropriate) Perform Master Agreement tasks 3, 4 & 5, in accordance with attached proposal dated 9/6/18 [OJ Attachment A: Includes Description of Project, Scope of Service, Schedule of Performance and Compensation CITY PROJECT MANAGEMENT Managing Department: City of Cupertino Master Agreement Public Works Project Manager: Alex Acenas ------------- Page 1 of 2 Service Order No. 2 City of Cupertino MASTER AGREEMENT FOR CONSULT ANT SERVICES SERVICE ORDER BUDGET I FISCAL Master Agreement Maximum Compensation: Previously Encumbered on MA: S.0. # 1 Sports Ctr LED Msg Sign 420-99-017 900-905 SPCT 004 S.O. # _2 ________________________ _ s.o. # _3 _________________________ _ S.O. # _4 _________________________ _ S.O. # _s ________________________ _ S.O. # _6 ________________________ _ s.o. # _7 _________________________ _ S.O. # _B ________________________ _ S.O. # _9 _________________________ _ S.O. # 10 --------------------------- Amount $ 500,000 .00 $37,424.00 Total Previously Encumbered to Date: $37,424.00 Current Unencumbered amount in MA: $ 462,576 .00 Encumbrance: S.0. # 2 MRW Parking Lot Imp, 420-99-030-900-905-MRW $98,275.00 Total Encumbered to Date including this S.O.: $135,699.00 Master Agreement Balance: $ 364 ,301 .00 Contract Manager: APPROVALS Consultant: Julia Kinst Director of Public Works: Date: Date: 10/19/2018 Date: Appropriation Certification: I hereby ertify that an unexpended appropriation is available in the above fund for the above contract as estimated and that funds are available as of this date of signature. City Finance: City of Cupertino Master Agreement Page 2 of 2 Date: u lv&[rd Service Order No. 2 September 6, 2018 City of Cupertino Public Works Department 10400 Torre Ave . Cupertino, CA 95014 Gil~EiU4 Subj ec t : CM Se rv ices Propo sal for 2017-05 McCl ella n Ran ch W es t Park ing Lot Im provement Projec t Dear Mr. Alex Acenas : Upon review of the plans, specifications , and an t icipated schedule, Gilbane Building Company offers the following proposal for construction management services to the City of Cupertino for the subject project . The proposal is based upon our understanding of the project, anticipated construction duration (120 calendar days), plans , and specifications , and the Master Agreement for Consu ltant Construction Management Services dated April 17, 2018. Pr oposed Scop e Based upon the Master Agreement, we will be responsible for T ask 3 -Construction Phase , Task 4 - Inspections and Testing, and Task 5 -Post Co nst r uction Phase . Propose d fee: Management Tasks provided are based upon the following assumptions : 120 calendar days for Task 3, up to one half-time management commitment and no night-time or weekend work is r equired for the subject project. The proposed compensation is based upon the above scope of se rvices for a lump sum not to exceed cost of Ninety-Eight Thousand Two Hundred Seventy-Five Dollars ($98 ,275 .00) except as noted in the attached Ninyo & Moore proposal. Cost per Task is : Task 1 -$ 0.00 Task 2 -$ 0 .00 Task 3 -$ 68,880.00 Task 4 -$ 20,000 .00 Task 5 -$ 9,395 .00 Task 6 -$ 0 .00 Total -$ 98 ,275 .00 Thank you. Sincerely, Glenn Rock Project Executive G il bo ne Building Company I 1798 Tech n o logy Dr .. Sui t e 120 I So n Jose, CA 95 11 O I Te l: 408-660-4400 I Fa x : 408-660-4402