20-123 Kathy Wood & Associates, Right of Way Acquisition Consulting Services for CIP (MA 2021-003)Right of Way Acquisition Consulting Services for CIP
Master Professional/Specialized Services Agreement/ Rev. April 2020
Page 1 of 9
MASTER PROFESSIONAL/SPECIALIZED SERVICES
AGREEMENT WITH KATHY WOOD & ASSOCIATES
1. PARTIES
This Master Agreement is made by and between the City of Cupertino, a municipal corporation
(“City”), and Kathy Wood & Associates (“Contractor”) a Sole Proprietorship/Individual for
Right of Way Acquisition Consulting Services for CIP , and is effective on the last date signed
below (“Effective Date”).
2. SERVICES
2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of
Services, attached and incorporated here as Exhibit A, on an as-needed basis. The Services must
comply with this Agreement and with each Service Order issued by the City’s Project Manager or
his/her designee, in accordance with the following procedures, unless otherwise specified in Exhibit
A. Contractor further agrees to carry out its work in compliance with the City’s Shelter In Place and
Social Distancing Requirements, attached here and incorporated as Exhibit A-A.
2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request
Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will
submit a written proposal that includes a specific Scope of Services, Schedule of Performance, and
Compensation, which the Parties will discuss. Thereafter, City will execute a Service Order Form for
the Services, attached and incorporated here as Exhibit B. The Service Order will specify the Scope
of Services, Schedule of Performance, Compensation, and any other conditions applicable to the
Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is authorized
to streamline these procedures based on the City’s best interests. Contractor will not be compensated
for Services performed without a duly authorized and executed Service Order.
3. TIME OF PERFORMANCE
3.1 Term. This Agreement begins on the Effective Date and ends on December 31, 2022
(“Contract Time”), unless terminated earlier as provided herein. The City’s appropriate
department head or City Manager may extend the Contract Time through a written
amendment to this Agreement, provided such extension does not include additional contract
funds. Extensions requiring additional contract funds are subject to the City’s purchasing
policy.
3.2 Schedule of Performance. Contractor must deliver the Services within the time specified
in each Service Order, and under no circumstances should the Services go beyond the Contract
Time.
3.3 Time is of the essence for the performance of all the Services required in this Agreement and
in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver
the Services on time. Contractor must respond promptly to each Service Order request.
Right of Way Acquisition Consulting Services for CIP
Master Professional/Specialized Services Agreement/ Rev. April 2020
Page 2 of 9
4. COMPENSATION
4.1 Maximum Compensation. City will pay Contractor 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
$50,000.00 (“Contract Price”), based upon the Scope of Services in Exhibit A and the budget and
rates included. The maximum compensation includes all expenses and reimbursements and will
remain in place even if Contractor’s actual costs exceed the capped amount.
4.2 Per Service Order. Compensation for Services provided under a Service Order will be
based on the rates set forth in the Service Order, which shall not exceed the capped amount
specified in the Service Order.
4.3 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly
invoices must state a description of the deliverables completed and the amount due for the
preceding month. Thirty (30) days prior to expiration of the Agreement, Contractor must submit a
requisition for final and complete payment of costs and pending claims for City approval.
Noncompliance with this requirement relieves City of any further payment or other obligations
under the Agreement.
5. INDEPENDENT CONTRACTOR
5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint
venture of City. Contractor is solely responsible for the means and methods of performing the
Services and for the persons hired to work under this Agreement. Contractor is not entitled to health
benefits, worker’s compensation, or other benefits from the City.
5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors
that they have the qualifications and skills to perform the Services in a competent and professional
manner and according to the highest standards and best practices in the industry.
5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that
they are properly licensed, registered, and/or certified to perform the Services as required by law
and have procured a City Business License, if required by the Cupertino Municipal Code.
5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement.
Prior written approval from City is required for any subcontractor, and the terms and conditions of
this Agreement will apply to any approved subcontractor.
5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials, and
equipment required to perform the Services under this Agreement.
5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor
and any of its employees, agents, and subcontractors shall not have any claim under this Agreement
or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off,
overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability,
unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely
Right of Way Acquisition Consulting Services for CIP
Master Professional/Specialized Services Agreement/ Rev. April 2020
Page 3 of 9
liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable
to Contractor’s business including, but not limited to, federal and state income taxes. City shall
have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor.
Should any court, arbitrator, or administrative authority, including but not limited to the California
Public Employees Retirement System (PERS), the Internal Revenue Service or the State
Employment Development Division, determine that Contractor, or any of its employees, agents, or
subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts
payable under this Agreement, or to promptly remint to City any payments due by the City as a
result of such determination, so that the City’s total expenses under this Agreement are not greater
than they would have been had the determination not been made.
6. PROPRIETARY/CONFIDENTIAL INFORMATION
In performing this Agreement, Contractor may have access to private or confidential information owned
or controlled by the City, which may contain proprietary or confidential details the disclosure of which
to third parties may be damaging to City. Contractor shall hold in confidence all City information and
use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City
information as a reasonably prudent contractor would use to protect its own proprietary data.
7. OWNERSHIP OF MATERIALS
7.1 Property Rights. Any interest (including copyright interests) of Contractor 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 Contractor in
connection with this Agreement will be the exclusive property of the City upon completion of the
work to be performed hereunder or upon termination of this Agreement, to the extent requested by
City. In any case, no Work Product shall be shown to any third-party without prior written approval
of City.
7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out
of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the
property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor
may use copies of the Work Product for promotion only with City’s written approval.
7.3 Patents and Licenses. Contractor 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.
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 Contractor or its sub-Contractors, prepared or created under this
Agreement, to execute or implement any of the following:
(a) The original Services for which Contractor was hired;
(b) Completion of the original Services by others;
(c) Subsequent additions to the original Services; and/or
(d) Other City projects.
7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work
Product, on recycled paper and copied on both sides, except for one single-sided original.
Right of Way Acquisition Consulting Services for CIP
Master Professional/Specialized Services Agreement/ Rev. April 2020
Page 4 of 9
8. RECORDS
Contractor must maintain complete and accurate accounting records relating to its performance in
accordance with generally accepted accounting principles. The records must include detailed
information of Contractor’s performance, benchmarks and deliverables, which must be available to
City for review and audit. The records and supporting documents must be kept separate from other
records and must be maintained for four (4) years from the date of City’s final payment.
9. ASSIGNMENT
Contractor 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 Contractor as a legal entity will be considered an assignment of the Agreement and subject to City
approval. Control means fifty percent (50%) or more of the voting power of the business entity.
10. PUBLICITY / SIGNS
Any publicity generated by Contractor for the project under this Agreement, during the term of this
Agreement and for one year thereafter, will reference the City’s contributions in making the project
possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers,
press releases, posters, brochures, public service announcements, interviews and newspaper articles.
No signs may be posted, exhibited or displayed on or about City property, except signage required by
law or this Contract, without prior written approval from the City.
11. INDEMNIFICATION
11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active
negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold
harmless City, its City Council, boards and commissions, officers, officials, employees, agents,
servants, volunteers, and Contractors (“Indemnitees”), through legal counsel acceptable to City, from
and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses,
costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute
resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any
manner relating to any of the following:
(a) Breach of contract, obligations, representations, or warranties;
(b) Negligent or willful acts or omissions committed during performance of the Services;
(c) Personal injury, property damage, or economic loss resulting from the work or performance of
Contractor or its subcontractors or sub-subcontractors;
(d) Unauthorized use or disclosure of City’s confidential and proprietary information;
(e) Claim of infringement or violation of a U.S patent or copyright, trade secret, trademark, or
service mark or other proprietary or intellectual property rights of any third party.
11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a
tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor
will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement.
Right of Way Acquisition Consulting Services for CIP
Master Professional/Specialized Services Agreement/ Rev. April 2020
Page 5 of 9
11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’
compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the
Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor
against City or any Indemnitee.
11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a
claim or counterclaim arising out of this Agreement, a purchase order or other transaction.
11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to
those set forth here in this Section 11 from each and every subcontractor, or any other person or
entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement.
Failure of City to monitor compliance with these requirements imposes no additional obligations on
City and will in no way act as a waiver of any rights hereunder.
11.6. This Section 11 shall survive termination of the Agreement.
12. INSURANCE
Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit C,
and must maintain the insurance for the duration of the Agreement, or longer as required by City. City
will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and
endorsements evidencing the type, amount, class of operations covered, and the effective and expiration
dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and
without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s
compensation or terminating the Agreement.
13. COMPLIANCE WITH LAWS
13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations
applicable to this Agreement. Contractor will promptly notify City of changes in the law or other
conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for
verifying the employment authorization of employees performing the Services, as required by the
Immigration Reform and Control Act.
13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the
Scope of Services includes a “public works” component, Contractor is required to comply with
prevailing wage laws under Labor Code Section 1720 and other labor laws.
13.3 Discrimination Laws. Contractor 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. Contractor shall comply with all anti-discrimination laws, including
Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5.
Consistent with City policy prohibiting harassment and discrimination, Contractor understands that
harassment and discrimination directed toward a job applicant, an employee, a City employee, or any
other person, by Contractor or Contractor's employees or sub-contractors will not be tolerated.
Right of Way Acquisition Consulting Services for CIP
Master Professional/Specialized Services Agreement/ Rev. April 2020
Page 6 of 9
13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to
this Agreement and must avoid any conflict of interest. Contractor warrants that no public official,
employee, or member of a City board or commission who might have been involved in the making of
this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation
of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of
interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as
defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide
by the City’s rules governing gifts to public officials and employees.
13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City
suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other
rights and remedies available under the law and this Agreement, including the right to seek
indemnification under Section 11 of this Agreement.
14. PROJECT COORDINATION
City Project Manager. The City assigns John Raaymakers as the City’s representative for all
purposes under this Agreement, with authority to oversee the progress and performance of the Scope
of Services. City reserves the right to substitute another Project manager at any time, and without
prior notice to Contractor.
Contractor Project Manager. Subject to City approval, Contractor assigns Kathy Wood as its single
Representative for all purposes under this Agreement, with authority to oversee the progress and
performance of the Services. Contractor’s Project manager is responsible for coordinating and
scheduling the Services in accordance with City instructions, service orders and the Schedule of
Performance. Contractor must regularly update the City’s project manager about the status, progress
and any delays with the work. City’s written approval is required prior to Contractor substituting a
new Representative which shall result in no additional costs to City.
15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project or parts thereof at any time. Contractor 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. With City’s pre-approval in writing, the time spent in
closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time
expended to date in the performance of the Services.
16. TERMINATION
City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for
satisfactory Services rendered through the date of termination, but final payment will not be made until
Contractor closes out the Services and delivers the Work Product.
17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this
Agreement must be filed with the Superior Court for the County of Santa Clara, State of California.
Contractor must comply with the claims filing requirements under the Government Code prior to filing
Right of Way Acquisition Consulting Services for CIP
Master Professional/Specialized Services Agreement/ Rev. April 2020
Page 7 of 9
a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending
resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law
and substantial evidence and include detailed written findings of law and fact.
18. ATTORNEY FEES
If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or
other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing
party will be entitled to reasonable attorney fees and costs.
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 a breach shall not constitute waiver of another provision or breach.
21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature between the
Parties, and supersedes any other agreement(s) and understanding(s), 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 any term, clause, or provision of the main
Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the
main Agreement shall prevail and be controlling.
22. INSERTED PROVISIONS
Each provision and clause required by law for this Agreement is deemed to be included and will be
inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of
required provisions. The Parties will collaborate to implement this Section, as appropriate.
23. HEADINGS
The headings in this Agreement are for convenience only, are not a part of the Agreement and in no
way affect, limit, or amplify the terms or provisions of this Agreement.
24. SEVERABILITY/PARTIAL INVALIDITY
If any term or provision of this Agreement, or their application to a particular situation, is found by the
court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect
to the extent allowed by such ruling. All other terms and provisions of this Agreement or their
application to specific situations shall remain in full force and effect. The Parties agree to work in good
faith to amend this Agreement to carry out its intent.
Right of Way Acquisition Consulting Services for CIP
Master Professional/Specialized Services Agreement/ Rev. April 2020
Page 8 of 9
25. SURVIVAL
All provisions which by their nature must continue after the Agreement expires or is terminated,
including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and
Attorney Fees, shall survive the Agreement and 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
Office of the City Manager
10300 Torre Ave.
Cupertino CA 95014
Attention: John Raaymakers
Email: johnr@cupertino.org
To Contractor:
Kathy Wood & Associates
215 Caledonia St, Suite 303
Sausalito CA 94965
Attention: Kathy Wood
Email: kathywood01@comcast.net
27. VALIDITY OF CONTRACT
This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract
provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is
signed by the City Manager or an authorized designee, and (c) is approved for form by the City
Attorney’s Office.
28. EXECUTION
The person executing this Agreement on behalf of Contractor represents and warrants that Contractor
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 Contractor. 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.
SIGNATURES CONTINUE ON THE FOLLOWING PAGE
Right of Way Acquisition Consulting Services for CIP
Master Professional/Specialized Services Agreement/ Rev. April 2020
Page 9 of 9
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CITY OF CUPERTINO
A Municipal Corporation
By
Name
Title
Date
KATHY WOOD & ASSOCIATES
By
Name
Title
Date
APPROVED AS TO FORM:
HEATHER M. MINNER
Cupertino City Attorney
ATTEST:
KIRSTEN SQUARCIA
City Clerk
Date
Kathleen Wood
Principal/Owner
Sep 22, 2020
Kathleen Wood
Heather M. Minner
Roger Lee
Sep 25, 2020
Director of Public Works
Roger Lee
Sep 25, 2020
City of Cupertino Page 1 of 4
Kathy Wood & Associates
Right of Way Services
EXHIBIT A
EXHIBIT A
SCOPE OF SERVICES
The requirements for Basic Services are set forth in this Exhibit A, including general
requirements and specific Tasks.
Kathy Wood & Associates (CONSULTANT) will assist the CITY with the implementation of
various public works projects by providing some or all of the following services related to right of
way acquisition:
SECTION 1 - GENERAL
A. General Performance Requirements:
1. The performance of all services by CONSULTANT shall be to the satisfaction of
the CITY, in accordance with the express terms hereof, including but not limited
to the terms set out in detail in this Scope of Services and the standard of care
provisions contained in this AGREEMENT.
2. The CITY’s Department of Public Works shall manage this AGREEMENT.
CONSULTANT shall receive final direction from the CITY’s Director of Public
Works or his/her authorized designee (hereinafter collectively “CITY”) only. The
CITY shall resolve any conflicting direction from other groups, departments or
agencies.
3. CONSULTANT shall designate and provide to the CITY the names of their team
members for the PROJECT. The team members shall be satisfactory to the CITY.
CONSULTANT shall not substitute any team members without the prior approval of
the CITY.
4. CONSULTANT’s services shall be performed as expeditiously as is consistent
with professional skill and care and the orderly process of the work.
SECTION 2 - TASKS
Task #1: Project Management – General Consultation
Project management and general consulting services will consist of the following:
1.1. Project meetings with City staff to establish work process and work schedule for all
right of way functions
1.2. Participation in community outreach meeting, as needed.
1.3. On-going consultation related to right of way issues and process.
1.4. Coordination with and management of all subcontractors
City of Cupertino Page 2 of 4
Kathy Wood & Associates
Right of Way Services
EXHIBIT A
1.5. Coordination with City legal counsel, as needed.
1.6. Problem solving and strategizing with City staff to provide recommendations for
resolution of problems.
1.7. Contract management, budget control and monitoring with timely project reporting.
1.8. Maintenance of project files for City review.
1.9. Monitoring work plan and work flow to ensure timely completion of assigned tasks and
prescribed objectives.
1.10. Timely and responsive communications to City staff regarding status of work.
Deliverables:
1.1 Meeting minutes
1.8 Establishment and maintenance of project files. Provide to City as requested.
1.10 Status reports of project issues and tasks, frequency as agreed on.
Task # 2: Appraisal Services
Appraisal services, if needed, will be provided by Smith & Associates as a sub-contractor to
Kathy Wood & Associates. Smith & Associates is an independent Real Estate Appraisal
and Consulting firm specializing in Commercial Real Estate Appraisal and Valuation
Services in the Greater Bay Area.
The appraisals will not be for condemnation but will be prepared to general market value
appraisal standards.
The assignment assumes that no consideration will be given to damages or larger parcel
valuation issues since the City does not intend to pursue eminent domain proceedings on
this voluntary project.
Appraisal services shall consist of the following:
2.1 An initial meeting with the City to formalize the Scope of Work and a final meeting
at completion to discuss the appraisal findings and answer questions.
2.2 Appraisal inspections. If owners are not present, the inspections should be completed
in 30-45 minutes per property. If owners are present the inspections may take longer
in order to explain the process and answer questions. Properties will not be entered
without the owner’s permission and if they are not at the inspection the site
improvements will be inventoried from the existing right of way.
City of Cupertino Page 3 of 4
Kathy Wood & Associates
Right of Way Services
EXHIBIT A
2.3 Inspections will include photographs of the impacted areas and identification of site
improvements. Site improvements in the impacted areas are generally considered to
include irrigated lawn, shrubs, plants, trees, fences, mailboxes, sidewalks, and
driveways.
2.4 The appraisal will develop a uniform per square foot value for residential lots within
the project area to be applied to all properties.
2.5 The land will be appraised using comparable residential lot sales in the immediate
area. The site improvements will be appraised based on their contributory market
value for each property individually. It is understood that fences, mailboxes, light
fixtures and any other moveable items in the impacted areas will be relocated as part
of the work and therefore will be excluded from the appraisal. Damage to any and all
utility installations, including irrigation and yard lighting, will be repaired as part of the
work and will be excluded from the appraisal. The appraisers will be provided with a
plan that shows what trees will be removed and what trees will stay. No
compensation will be considered for inconvenience or loss of access or parking
during construction.
2.6 Appraisal report. A single Appraisal Report will be prepared in the form of a
Restricted Report format per the Uniform Standards of Professional Appraisal
Practice (USPAP). The report will use standard non-eminent domain language. The
single report will include all of the properties to be appraised with values presented in
a spreadsheet for easy reference.
Deliverables:
2.6 Appraisal report
Task # 3: Property Acquisition/Negotiations
Kathy Wood & Associates, Inc. will provide the following acquisition services:
3.1 Accompany Appraiser on inspection dates and meet with owners where possible
3.2 Create parcel files and maintain written diaries for each property
3.3 Draft letters and all other required documentation for city’s review and approval to
present to owners including Appraisal Inspection Letters, Agreements, Waiver’s,
Conveyance Documents, etc.
3.4 Person to person negotiations and contacts with property owners
3.5 Explanation to owners of City’s Voluntary Acquisition Program
3.6 Coordination of title and/or escrow services (as needed)
City of Cupertino Page 4 of 4
Kathy Wood & Associates
Right of Way Services
EXHIBIT A
3.7 File close-out and/or escrow close
Deliverables:
3.2 Parcel files and diaries
3.3 Documents as required for property acquisition
3.7 Any project files not previously provided
HOURLY COMPENSATION FOR SERVICES
1. Hourly Rate Schedule. The City will compensate Consultant for satisfactory
performance of duly authorized Service Orders which are subject to hourly billing, based
on the hourly rate(s) set forth below. The hourly rates are deemed to include all costs
including, salary, wages, benefits, taxes, insurance, and the like paid to or on behalf of
each individual providing the Services, and are also deemed to include profit, overhead,
vehicle, equipment and supply costs and the like. The hourly rates do not include
Reimbursable Expenses, which are addressed below. These hourly rates will remain in
effect for the Term of the Agreement unless changed by written amendment to the
Agreement.
Professional Hourly Rates:
Project Manager $ 150
Acquisition Agent $ 135
2. Reimbursable Expenses. The following are allowed Reimbursable Expenses for
authorized Additional Services compensated on an hourly basis (time and expenses),
subject to the compensation limits in Section 4 of the Agreement:
• Necessary additional sub-consultant services
• Individual or multiple document reproductions that exceed 50 pages
• Drawing or bid set reproductions to the extent authorized by City
• Special software required by City specifically for the Project, excluding standard
software programs such as Microsoft Office suite applications (i.e. Word, Excel,
PowerPoint, Project, etc.), Adobe Acrobat, or standard photo editing programs
• Necessary travel expenses to the extent allowed by City policy, with mileage
reimbursed per the current IRS standard mileage rate at the time of travel
• Safety equipment required by City policy or the Project scope of services
• Mass mailing notifications
• Special expenses for public meetings, such as refreshments, interpreters,
security, valet parking, facility rental, tents or booths, easels, markers, paper, or
presentation equipment
Revised: April 30, 2020 – Services Agreements
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 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. As long as required by the operative Health Order or other Health Laws,
these measures shall include, but are not limited to, the following:
1. Meetings/Site Access. Use electronic alternatives to in person meetings, e.g.,
conference calls, video-conferencing, etc., to the greatest extent possible. Limit access
to any project site or any work area to workers who are necessary to perform in-person
work. Require non-essential personnel to work from home to the extent possible. Avoid
all non-essential travel.
2. Distancing. Where workers perform in-person work at a project site or a work area,
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
Revised: April 30, 2020 – Services Agreements
2
of any physical contact required for worker safety or to comply with safety Laws.
Prohibit workers from sharing a vehicle.
E. 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.
F. Subcontracts. Contractor shall include the terms of this Exhibit in all subcontracts and require
any agents, subcontractors, or subconsultants to comply with its provisions.
1229192.7
CITY OF CUPERTINO
MASTER AGREEMENT CONSULTANT SERVICES
SERVICE ORDER NO.
MA Date:Master Agreement Contract #:
Maximum Compensation:
Consultant:Firm Name:
Address:
Contact: Ph:
Project Name:
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 :
SO Acc't #:PO #:
Project #:Date:
Approvals Signatures:
Date:
Date:
Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above
fund for the above contract as estimated and that fund are available as of this date of signature
City Finance:Date:
Encumbrance this Service Order:
MA End Date:
Consultant/
Contractor
Manager/
Supervisor:
Management Analyst
Master Agreement Maximum Compensation:
Master Agreement Unencumbered Balance:
Total Previously Encumbered to Date:
City of Cupertino Master Agreement Service Order 191002
Exhibit B
n
Choose
Insurance Requirements for Professional/Specialized Services Agreement
1
Version: Sept. 2019
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries
to persons or damages to property which may arise from or in connection with the performance and results
of the Services hereunder by the Contractor, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office (“ISO”) Form CG 00 01 covering CGL
on an “occurrence” basis, including products and completed operations, contractual liability, property
damage, bodily injury, and personal and advertising injury with limits no less than $2,000,000 per
occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately
to this Project (ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit.
a. It shall be a requirement under this agreement 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 (1) the minimum
coverage/limits specified in this agreement; or (2) the broader coverage and maximum limits
of coverage of any insurance policy, whichever is greater.
b. Additional Insured coverage under Contractor'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 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 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 Form Number CA 00 01 covering any auto (Code 1), or, if Contractor has
no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), 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.
(Not required if Contractor provides written verification it has no employees).
4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions,
with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate (if applicable).
If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires
and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor.
OTHER INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to
be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising
out of the Services performed by or on behalf of Contractor including materials, parts, or equipment
furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not
EXHIBIT C
Insurance Requirements
Professional/Specialized Services Agreement
Insurance Requirements for Professional/Specialized Services Agreement
2
Version: Sept. 2019
available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later
edition is used.
Primary Coverage
For any claims related to this Contract, the Contractor’s insurance coverage shall be primary coverage at least
as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any
insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be
excess of Contractor’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
Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may
acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain
any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies
regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
City may approve self-insured retentions and require proof of Contractor’s ability to pay losses and related
investigations, claim administration and defense expenses within the retention. The policy shall provide, or
be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
Acceptability of Insurers
Insurers must be acceptable to City and licensed to do business in California, and each insurer must have an
A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better.
Claims Made Policies (applicable only to professional liability)
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the Effective Date of the Contract.
2. Insurance must be maintained for at least five (5) years after completion of the Services.
3. 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 Contractor must purchase “extended
reporting” coverage for a minimum of five (5) years after completion of the Services.
Verification of Coverage
Contractor shall furnish the City with acceptable original 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 to City prior to commencing the
Services. City retains the right to demand verification of compliance at any time during the Contract.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements
stated herein, and Contractor shall ensure that City is an additional insured on insurance required from
subcontractors.
Insurance coverage shall not limit Contractor’s duties to indemnify, defend and hold City harmless. City
reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer,
coverage or other special circumstances.
8711 UNIVERSITY EAST DRIVE
CHARLOTTE NC 28213
(866)467-8730
(866)467-8730
(866)467-8730
(866)467-8730
STANLEY MCDONALD AGCY IL,INC/PHS
The Hartford
Hartford Fire Insurance Company and its Affiliates
One Hartford Plaza,Hartford,Connecticut 06155
001
08/11/20 02/16/20
02/16/21
41 SBA FO8617 DV
KATHY WOOD &ASSOCIATES
215 CALEDONIA ST STE 303
SAUSALITO CA 94965
08/11/20
001
STANLEY MCDONALD AGCY IL,INC/PHS
715004
SENTINEL INSURANCE COMPANY,LIMITED
ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING
STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK
ACCOUNT,CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS.
THIS IS NOT A BILL.
NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE
FORM NUMBERS OF ENDORSEMENTS REVISED AT ENDORSEMENT ISSUE:
IH12001185 ADDITIONAL INSURED -PERSON-ORGANIZATION
PRO RATA FACTOR:0.518
THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN.
Form SS 12 11 04 05 T Page
Process Date:Policy Effective Date:
Policy Expiration Date:
41 SBA FO8617
ADDITIONAL INSURED -PERSON-ORGANIZATION
CITY OF SAN RAFAEL,ITS OFFICERS,EMPLOYEES AND VOLUNTEERS
PO BOX 151560
SAN RAFAEL,CA 94915
THE CITY OF NOVATO CALIFORNIA ITS OFFICERS,OFFICALS,EMPLOYEES AND
VOLUNTEERS
922 MACHIN AVE
NOVATO CA 94945
THE CITY OF CUPERTINO
10300 TORRE AVE
CUPERTINO CA 95014
.
001 001
08/11/20 02/16/21
Right of Way Acquisition Consulting Services for
CIP
Final Audit Report 2020-09-25
Created:2020-09-10
By:City of Cupertino (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAKyhit3tjrqcSYr4-vzDK1G22VK-CmFSD
"Right of Way Acquisition Consulting Services for CIP" History
Document created by City of Cupertino (webmaster@cupertino.org)
2020-09-10 - 8:57:14 PM GMT- IP address: 35.229.54.2
Document emailed to Julia Kinst (juliak@cupertino.org) for approval
2020-09-10 - 9:00:34 PM GMT
Email viewed by Julia Kinst (juliak@cupertino.org)
2020-09-10 - 9:00:54 PM GMT- IP address: 104.47.46.254
Document approved by Julia Kinst (juliak@cupertino.org)
Approval Date: 2020-09-10 - 9:02:28 PM GMT - Time Source: server- IP address: 64.178.242.15
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
2020-09-10 - 9:02:30 PM GMT
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2020-09-10 - 9:20:53 PM GMT - Time Source: server- IP address: 73.170.27.253
Document emailed to Kathleen Wood (kathywood01@comcast.net) for signature
2020-09-10 - 9:20:55 PM GMT
Email viewed by Kathleen Wood (kathywood01@comcast.net)
2020-09-15 - 3:58:50 PM GMT- IP address: 76.103.25.48
Email viewed by Kathleen Wood (kathywood01@comcast.net)
2020-09-18 - 7:49:07 PM GMT- IP address: 24.5.106.90
Document e-signed by Kathleen Wood (kathywood01@comcast.net)
Signature Date: 2020-09-22 - 9:31:53 PM GMT - Time Source: server- IP address: 24.5.106.90
Document emailed to Heather M. Minner (minner@smwlaw.com) for signature
2020-09-22 - 9:31:56 PM GMT
Email viewed by Heather M. Minner (minner@smwlaw.com)
2020-09-25 - 10:03:58 PM GMT- IP address: 45.41.142.119
Document e-signed by Heather M. Minner (minner@smwlaw.com)
Signature Date: 2020-09-25 - 10:04:30 PM GMT - Time Source: server- IP address: 52.39.49.65
Document emailed to Roger Lee (rogerl@cupertino.org) for signature
2020-09-25 - 10:04:33 PM GMT
Email viewed by Roger Lee (rogerl@cupertino.org)
2020-09-25 - 10:55:19 PM GMT- IP address: 104.47.74.126
Document e-signed by Roger Lee (rogerl@cupertino.org)
Signature Date: 2020-09-25 - 10:55:57 PM GMT - Time Source: server- IP address: 24.4.161.237
Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
2020-09-25 - 10:55:59 PM GMT
Email viewed by Kirsten Squarcia (kirstens@cupertino.org)
2020-09-25 - 11:02:41 PM GMT- IP address: 104.47.44.254
Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2020-09-25 - 11:02:50 PM GMT - Time Source: server- IP address: 69.110.137.176
Agreement completed.
2020-09-25 - 11:02:50 PM GMT