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22-075 DIALOG Design, LP for Design for Renovation of City Hall Annex (10455 Torre Ave)
Design for Renovation of City Hall Annex (10455 Torre Ave) 1 of 11 Design Professional Agr (Single) / October 2021 DESIGN PROFESSIONAL SERVICES AGREEMENT (SINGLE) WITH DIALOG DESIGN, LP. 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and DIALOG Design, LP., (“Consultant”), a Partnership for Design for Renovation of City Hall Annex (10455 Torre Ave) (“Project”), and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Basic Services. Consultant agrees to provide the Basic Services for the Project, which are set forth in detail in the Scope of Services, attached here and incorporated as Exhibit A, and as further specified in Consultant’s written Proposal as approved by City, except for any provision in the Proposal which conflicts or is inconsistent with this Agreement and the Exhibits hereto, or as otherwise expressly rejected by City. Consultant further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Additional Services. City may request at any time during the Contract Time that Consultant provide additional services for the Project, which are not already encompassed, expressly or implicitly, in the Agreement, the Scope of Services, or the Proposal (“Additional Services”). Additional Services must be authorized in writing by City and Consultant will not be paid for unauthorized Additional Services rendered. Additional Services are subject to all the provisions applicable to Basic Services, except and only to the extent otherwise specified by City in writing. All references to “Services” in the Agreement include Basic Services and Additional Services, unless otherwise stated in writing. The Services may be divided into separate sequential tasks, as further specified in this Agreement, the Scope of Services, and Consultant’s Proposal. Consultant is solely responsible for its errors and omissions and those of its subconsultants, and must promptly correct them at its sole expense. Consultant must take appropriate measures to avoid or mitigate any delay, liability, and costs resulting from its errors or omissions. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on December 31, 2024, unless terminated earlier as provided herein (“Contract Time”). The City’s appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. All Services must be provided within the times specified in Exhibit B, Schedule of Performance, attached and incorporated here. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks, Consultant must begin Design for Renovation of City Hall Annex (10455 Torre Ave) 2 of 11 Design Professional Agr (Single) / October 2021 work on each separate task upon receiving City’s Notice to Proceed (“NTP”), and must complete each task within the time specified in Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Consultant must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the Basic Services and Additional Services, if approved, a cumulative total amount that will be capped so as not to exceed $508,502.00 (“Contract Price”), as specified in Exhibit C, Compensation, attached and incorporated here. The Contract Price includes all expenses and reimbursements and will remain in place even if Consultant’s actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Basic Services. City will pay Consultant $443,480.00 (“Lump Sum Price”) for the complete and satisfactory performance of the Basic Services in accordance with Exhibit C. The Lump Sum Price is inclusive of all time and expenses, including, but not limited to, sub-Consultants’ costs, materials, supplies, equipment, travel, taxes, overhead, and profit. If the Basic Services are not fully completed, Consultant will be compensated a percentage of the Lump Sum Price proportionate to the percentage of Basic Services that were completed to City’s reasonable satisfaction. 4.3 Additional Services. City has the discretion, but not the obligation, to authorize Additional Services up to an amount not to exceed $65,022.00 Additional Services provided to City’s reasonable satisfaction will be compensated on a lump sum basis or based on time and expenses, in accordance will the Hourly Rates and Reimbursable Expenses Schedules included in Exhibit C. If paid on an hourly basis, Consultant will be compensated for actual costs only of normal business expenses and overhead, with no markup or surcharge (“Reimbursable Expenses”). Consultant will not be entitled to reimbursement for copying, printing, faxes, telephone charges, employee overtime, or travel to City offices or to the Project site. 4.4 Invoices and Payments. Monthly invoices must describe the Services completed and the Amount due for the preceding month. City will pay Consultant within thirty (30) days following receipt of a properly submitted and approved invoice for Services. The invoice must separately itemize and provide subtotals for Basic Services and Additional Services, and must state the percentage of completion for each task, as specified in Exhibit C. City will notify Consultant in writing of any disagreements with the invoice or the stated percentage of completion of tasks. If the disagreement is unresolved, City will pay Consultant only for the undisputed portion of the Services. Disputed amounts shall be subject to the Dispute Resolution provision of this Agreement. a. Time and Expenses. For Additional Services provided on an hourly basis, each invoice must also include, for each day of Services provided: (i) name and title of each person providing Services; (ii) a succinct summary of the Services performed by each person; (iii) the time spent per person, in thirty (30) minute increments; (iv) the hourly billing rate or Sub- Consultant charge and payment due; and (v) an itemized list with amounts and explanation for all permitted reimbursable expenses. Design for Renovation of City Hall Annex (10455 Torre Ave) 3 of 11 Design Professional Agr (Single) / October 2021 b. Rates and Receipts. All hourly rates and reimbursable expenses must conform to the City- approved rates set forth in Exhibit C, which will be in effect for the entire Contract Time. Each invoice must attach legible, dated receipts for Reimbursable Expenses. 5. INDEPENDENT CONTRACTOR 5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture of the City. Consultant is solely responsible for the means and methods of performing the Services and shall exercise full control over the employment, direction, compensation and discharge of all persons assisting Consultant in performing the Services. Consultant is not entitled to health benefits, worker’s compensation, retirement, or any City benefit. 5.2 Qualifications and Standard of Care. Consultant represents on behalf of itself and its sub- Consultants that they have the qualifications and skills to perform the Services in a competent and professional manner, as exercised by design professionals performing similar services in the San Francisco Bay Area. Services may only be performed by qualified and experienced personnel or subconsultants who are not employed by City and do not have any contractual relationship with City excepting this Agreement. All Services must be performed as specified to City’s reasonable satisfaction. 5.3 Permits and Licenses. Consultant warrants on behalf of itself and any sub-Consultants that they are properly licensed, registered, and/or certified to perform the Services, as required by law, and that they have procured a valid City Business License, if required by the Cupertino Municipal Code. 5.4 Sub-Consultants. Unless prior written approval from City is obtained, only Consultant’s employees and sub-Consultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all sub-Consultants to furnish proof of insurance for workers’ compensation, commercial liability, auto, and professional liability in reasonable conformity to the insurance required of Consultant. The terms and conditions of this Agreement shall be binding on all sub-Consultants relative to the portion of their work. 5.5 Tools, Materials, and Equipment. Consultant will supply and shall be responsible for all tools, materials, and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Consultant and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Consultant shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Consultant’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 Consultant. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Consultant, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Consultant agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City Design for Renovation of City Hall Annex (10455 Torre Ave) 4 of 11 Design Professional Agr (Single) / October 2021 as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those of its sub-Consultants, and must take prompt measures to avoid, mitigate, and correct them at its sole expense. 6. PROPRIETARY/CONFIDENTIAL INFORMATION During the Contract Time, Consultant may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Consultant shall hold in confidence all City information and use it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City information as a reasonably prudent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium, prepared by Consultant under this Agreement (“Work Product”), will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to a third-party without prior written approval by City 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all copyrights to the Work Product prepared/created by Consultant and its sub-Consultants and all copyrights in such Work Product shall constitute City property. If it is determined under federal law that the Work Product is not “works for hire,” Consultant hereby assigns to City all copyrights to the Work Product when and as created, and shall require sub-Consultants to do the same. Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive license to use 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. 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 its sub-Consultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City’s re-use of 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 Design for Renovation of City Hall Annex (10455 Torre Ave) 5 of 11 Design Professional Agr (Single) / October 2021 items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in Microsoft Office applications and PDF formats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed information about Consultant’s performance, benchmarks, and deliverables. The records and supporting documents must be kept separate from other files and maintained for a period of four (4) years from the date of City’s final payment. 8.2 Consultant will provide City full access to Consultant’s books and records for review and audit, to make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or audit of Consultant’s records discloses non-compliance with appropriate internal 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. If this is a lump sum fee Agreement, City will be provided access to records of reimbursable expenses and the instruments of service/deliverables for review and audit. This Section 8 survives the expiration/termination of this Agreement. 8.3 Consultant acknowledges that certain documents generated or received by Consultant in connection with the performance of this Agreement, including but not limited to correspondence between Consultant and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Consultant shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 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 fifty percent (50%) or more of the voting power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees. 10. PUBLICITY / SIGNS Any publicity generated by Consultant for the project under this Agreement, during the term of this Agreement and for one (1) year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews, and newspaper articles. No signs may be posted, exhibited, or displayed on or about City property, except signage required by law or this Agreement, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active Design for Renovation of City Hall Annex (10455 Torre Ave) 6 of 11 Design Professional Agr (Single) / October 2021 negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the City as follows: a. Indemnity for Design Professional Liability: With respect to the performance of design professional services by a design professional as defined in California Civil Code Section 2782.8, to the fullest extent permitted by law, Consultant shall indemnify and hold harmless City, its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liabilities, claims, damages, losses, costs, or expenses (including, without limitation, costs, attorneys’ fees, and expert fees of litigation and alternative dispute resolution) of every nature to the extent arising out of, pertaining to, or relating to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, servants, agents, or subcontractors (collectively and/or individually “Consultant”), in the performance of this Agreement or failure to comply with any obligations of the Agreement. If it is finally determined (through a non-appealable judgment or an agreement between City and Consultant) that liability is caused by the comparative negligence or willful misconduct of City, then Consultant’s indemnification and hold harmless obligation shall not exceed Consultant’s finally determined percentage of liabilit y based upon the comparative fault of Consultant. Irrespective of any language to the contrary in this Agreement, the Consultant has no duty to provide or to immediately pay for an up-front defense of City against unproven claims or allegations, but shall reimburse those litigation costs and expenses (including, without limitation, attorneys’ fees, and expert fees) incurred by the City to the extent caused by the negligence, recklessness, or willful misconduct of Consultant. In no event shall the cost to defend charged to Consultant exceed Consultant’s proportional percentage of fault, except as described in Section 2782.8(a) and (e) of the California Civil Code. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual property, infringement, or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant’s negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City’s choice, expert fees, and all other costs and fees of litigation. c. Claims for Other Liability. Except as provided in subsections 11.1(a) and (b), to the fullest extent permitted by law, Consultant shall hold harmless, defend (with counsel agreed to by City), and indemnify City and its officers, officials, agents, employees, and volunteers (collectively and/or individually “City”) from and against any and all liability, claim, loss, damage, expense, costs (including, without limitation, costs, attorneys’ fees, and expert fees of litigation) of every nature arising out of, related to, or in connection with the performance of work hereunder by Consultant or any of its officers, employees, servants, agents, or subcontractors, or the failure of the same to comply with any of the obligations contained in this Agreement, except such loss or damage which was caused by the sole negligence or sole willful misconduct of the City. Consultant’s duty to defend applies immediately, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend as stated herein. Design for Renovation of City Hall Annex (10455 Torre Ave) 7 of 11 Design Professional Agr (Single) / October 2021 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 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant’s indemnification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant’s payments to cover moneys due to City. 11.4 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Consultant in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.5 This Section 11 shall survive expiration or termination of this Agreement. 12. INSURANCE On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until Consultant has submitted and City has reasonably approved receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance at Consultant’s expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant’s ability to perform. Consultant is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act, or other federal or state law, rule 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 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 Design for Renovation of City Hall Annex (10455 Torre Ave) 8 of 11 Design Professional Agr (Single) / October 2021 Government Code Section 12900 and 11135, and Labor Code Section. 1735, 1777, and 3077.5. Consistent with City policy prohibiting it, Consultant understands that harassment and discrimination by Consultant or any of its sub-Consultants toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. Consultant agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 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 involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement in violation of California Government Code Section 1090 et seq. Consultant may be required to file a conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of Title 2 of the California Code of Regulations and other laws. Services may only be performed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant is familiar with and agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. A violation of this Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City’s Project Manager for all purposes under this Agreement will be Ayano Hattori, who shall have the authority to manage this Agreement and oversee the progress and performance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City’s reasonable approval, Consultant’s Project Manager for all purposes under this Agreement will be Doug Kim, who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and performance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Performance, and providing regular updates to the City’s Project Manager on the Project status, progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or 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) days of Consultant’s final invoice reasonably approved by the City. Design for Renovation of City Hall Annex (10455 Torre Ave) 9 of 11 Design Professional Agr (Single) / October 2021 16. TERMINATION City may terminate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within thirty (30) days of Consultant’s final invoice. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in court against City. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. This Section 18 survives the expiration/termination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third 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 represents the full and complete understanding of the Parties, of every kind or nature, and supersedes any and all other agreements and understandings, either oral or written, between them. Any modification of this Agreement will be effective only if in writing and signed by each 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 this main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. Design for Renovation of City Hall Annex (10455 Torre Ave) 10 of 11 Design Professional Agr (Single) / October 2021 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. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino: Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention:Ayano Hattori Email: AyanoH@cupertino.org To Consultant: DIALOG Design, LP. 500 Sansome St, Suite 370 San Francisco, CA 94111 Attention: Dong Kim Email: dkim@dialogdesign.ca 27. EXECUTION The person executing this Agreement on behalf of Consultant represents and warrants that Consultant has the right, power, and authority to enter into this Agreement and carry out all actions herein, and 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. Design for Renovation of City Hall Annex (10455 Torre Ave) 11 of 11 Design Professional Agr (Single) / October 2021 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the Effective Date stated earlier in this Agreement. CITY OF CUPERTINO DIALOG Design, LP per its General Partner A Municipal Corporation DIALOG Holdings USA, Inc. By Name Title Date By Name Title Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Dong Kim Authorized Signing Officer May 26, 2022 Christopher D. Jensen Jim Throop City Manager Jun 13, 2022 Jun 13, 2022 | 4 | DIALOG OUR UNDERSTANDING We understand the following technical project requirements: •Design of renovation of existing office building to house interim City Hall. •Space to house program elements consisting of approximately 4,800 SF as outlined in the needs assessment document. •Existing building is a two-story mission-style wood framed structure and cement plaster exterior finish. Upper level to remain as storage only confirming verification from the Building Department relating to accessibility requirements. •Scope to include processes outlined in the RFQ’s Scope of Services, including Programming and Test-fit exercise. •Implement design process through consensus-driven public process as requested by the RFQ. •Project to be publicly bid. •Furniture and Equipment selection to be coordinated with the City. •Current understanding of the design schedule for permit submittal is 6 months. Aside from the technical aspects of the project, we currently understand the current challenges associated with converting existing private office building to a public-facing municipal facility. Project Understanding & Approach COMMUNITY WELLBEING FRAMEWORK To show that we are improving the wellbeing of communities, DIALOG recently collaborated with the Conference Board of Canada to produce a report which sets out to define what we mean by “Community Wellbeing” (the Framework). Further, we worked together to create the Community Wellbeing Framework. It’s a methodology that can be applied to assess and measure community wellbeing in a systematic way across our work – no matter the size, sector or discipline. The Framework is grounded in a definition that identifies the essential dimensions, or domains of community wellbeing as “the combination of social, economic, environmental, cultural, and political conditions identified by individuals and their communities as essential for them to flourish and fulfill their potential.” We anticipate that the Framework will serve as an open-ended tool for decision-making as well as a way to engage in a more meaningful conversation to promote: •A more holistic approach for design •How decision-making around design options and features can contribute to community wellbeing •The ongoing lifecycle of a project to continue to contribute to the wellbeing of the community It is meant to be sustainable, straightforward to implement and seeks to be flexible and accommodating to varying degrees of data input, resources, and time availability. DIALOG can help you to improve the wellbeing of your community. We would be happy to share more about what we are doing to live our mission. You can find more information on our website: http://www.dialogdesign.ca/community-wellbeing/ CITY HALL ANNEX DESIGN SERVICES | 5 |CITY OF CUPERTINO ARCHITECTURAL GOALS This renovation provides an incredible opportunity to explore interior design concepts that will integrate with and celebrate the existing architecture and its historical context. Converting a traditional office building to a contemporary workplace with flexible uses poses significant structural challenges. The existing type V structure will need to be carefully reviewed to manage structural impact associated with the new construction. In addition, integrating contemporary design elements with Mission-style design language will be a challenge that we are eager to accept. The aesthetics of the space should reflect Cupertino’s heritage and culture while aligning with the needs of a modern workplace. UNIVERSAL ACCESS We propose to provide input and design expertise in providing spaces that are not only flexible and functional but also accessible for all. As a City Hall, this space will provide diverse services to the community, thus we believe accessibility should be the main priority here. We want to narrate a story that includes this discourse. We are particularly interested in the following considerations: •Pedestrian Access – safe and direct path to the entrance, that is visible and can be identified as the City Hall. •Exterior Approach and Entrance – exterior ramps and stairs with sufficient space for multiple people, well illuminated, barrier free and welcoming. •Interior Circulation – easily identifiable access path, minimizing circulation. Programs located in a manner to reduce unnecessary travel. •Interior Services – logical arrangements of services, pleasant, efficient, and durable seating provided for those who are waiting. •Sanitary Facilities – well designed and durable facilities including attention to public health considerations. •Wayfinding – provide signage, clear path of travel, easy navigation. •Workplace – Workplace layout and FF&E selection that consider flexibility and work quality. Acoustic management, daylighting/task lighting considerations, temperature and ventilation control, indoor air quality consideration through active and passive design strategies. •Storage and Archival Needs – efficient storage for archival needs. •Materials and Building Systems – selection in alignment with the project needs. Consider availability of ongoing maintenance resources and upkeep. Please refer to the section 7, Key Assumptions and Exclusions for a list of information that we would expect to receive from the City. In addition, the following Scope of Services outlines our initial understanding for the project approach and work plan. We look forward to further developing the workplan in collaboration with the City. Seaspan Head Office waiting area (North Vancouver, BC). New Central Library Wayfinding signage (Calgary, AB). | 6 | DIALOG METHODOLOGY Our methodology stems from a thorough planning of activities that sets true direction. This initial phase sets the foundation for the project going forward. As a part of the program vetting process, we propose the following strategies and approaches. •Complete a day of on-site observation to get a comprehensive understanding of how the existing City Hall building functions. Document positive working elements and identify areas for improvement. Compare and explore how the proposed Annex space can be adapted. •Explore the public entry and access to inform the design aesthetic and better support for the City Hall as a whole. •DIALOG has experience working in an integrated and collaborative manner. Although this is predominantly an interior renovation, we want to consider how the project can engage the municipal complex. Looking holistically at the site being sensitive to the City’s future needs will provide insight towards a successful project design. •DIALOG will lead design charrettes with the City and key stakeholders to further refine the project goals and establish project aesthetics. •Provide a design that acknowledges the temporary nature of the project while integrating flexibility for future potential use. •Collaborate with the City-engaged cost estimator. Our experience and understanding in construction costs will guide managed design development and allow thoughtful discussions with the City’s estimator. Scope of Services The success of any project comes down to the smallest details and furniture is a key component for reimagining and rebranding spaces. We are seeing in our institutional project work that furniture planning and selection is taking cues from hospitality and residential design experiences to enhance the staff and visitor experience throughout the public spaces of buildings. Providing choice, enhancing collaboration and creating a sense of belonging are key principles to our approach to furniture design and selection. We have provided a fee within this proposal to provide furniture services related to selection. We propose to work with the City’s preferred furniture vendor in guiding product selection if one is available. We can recommend a product line if the City doesn’t have a preferred vendor. CITY HALL ANNEX DESIGN SERVICES | 7 |CITY OF CUPERTINO We understand the City’s interest in providing a sustainable and healthy environment. We acknowledge that the project will not be certified as a LEED project; however, sustainable elements will be considered. Two of DIALOG’s core values are sustainable design and environmental sensitivity – values that we bring to every project. Throughout the design process, we continuously evaluate a project’s impact on its physical environment, energy sources, and users/occupants, as well as its consumption of natural resources. To support these values, the firm employs over 130 LEED® accredited professionals in all disciplines across our studios. DIALOG has also joined the AIA 2030 challenge; a commitment for all our building designs to be Net Zero by 2030. With that, DIALOG encourages Green Grants that focus on building capacity around the AIA 2030 Commitment. DIALOG is about ‘Placemaking’ and we are dedicated to providing value in our approach and design for the Annex Interim City Hall. As illustrated, we are highly experienced in integrated design and our design team has extensive experience working in a collaborative nature on complex multi-disciplinary projects that enhance the wellbeing of our communities. We will approach this project with sensitivity to the existing architecture, embracing the history, expressing Cupertino’s culture and brand to create an elevated environment that will engage the public and staff and will enhance their experience. Please refer to the following pages for our current assumptions for Project Methodology. | 8 | DIALOG Program and Assessment Schematic Design Design Development 1.Project “kick-off” session to review project scope, confirm project schedule and phasing. 2.Review all project background information including but not limited to: drawings, surveys and reports. 3.Confirm team structure, user representatives, and identify all key stakeholders. 4.Establish and confirm project protocol and management procedures. 5.Establish engagement strategy with the City of Cupertino. 6.Prepare a detailed project workplan showing all major tasks, scheduling, phasing and participant involvement 7.Tour through the annex to review existing conditions. 8.Review all City of Cupertino Technical Guidelines, Space Guidelines, etc. 9.Lead and execute Visioning session with Steering Committee and user groups. Establish aesthetic, functions and design direction. 10.Programming and benchmarking. Prepare finalized program based on Visioning outcomes. 11.Design Brief Issued to Client for sign-off. Includes program, design brief, connection to City of Cupertino brand. 12.Review site tour findings with M&E to discuss status of mechanical and electrical systems. 13.Issue consolidated, clean set of existing drawing survey to the City of Cupertino. 1.Establish branding and important cultural aspects to be incorporated throughout the space. 2.Sign-off from Client on program and design brief. 3.Space Plan and create Concept Design strategies for the office, washrooms, common areas and public spaces. 4.Design Charrette meetings with the City of Cupertino and project team to strategize ways to celebrate the existing architecture of the Annex building. 5.Prepare and execute collaborative ‘design sprint’ off-site for a period of two days. 6.Assess opportunities and priorities for common areas and office spaces, including strategy for procurement of furnishings. 7.Meeting to review initial space plans and Concept diagrams/strategies. Revisions and options to be presented to the City of Cupertino’s Steering Committee for validation and confirmation. 8.Finalize program and Concept Design option. Provide pricing plans to CM at 90% SD. 9.Review Building Code 10.CM to provide initial budget based on selected Concept Design. 11.Present Schematic Design document to include initial renderings, materiality and concepts. 12.Meeting with Client IT group to determine project requirements. 13.Technical Review meetings with Client. 14.Coordination with integrated team. 1.Building systems design, electrical and mechanical engineering integration meeting to review Concept Design. 2.Outline specifications and international material palette, color board and provide modernization plan. 3.Detail Concept Design & interior architectural character. 4.Design Charrette meetings with the City of Cupertino and project team. 5.DD presentation to Client including renderings, concepts, materials. 6.Complete Design Development Report issued to the City of Cupertino for sign off. 7.FF&E underway and 40% complete. 8.Coordinate with specialized consultants retained by owner such as a Commissioning Agent. 9.Technical Review meetings with Client. 10.Provide Costing Packages at 90% Design Development to CM. 11.Review Design Development cost estimate by CM. Develop Value Engineering (VE) strategies with project team. 12.Review DD with sub-consultants. Conduct peer review and VE. DELIVERABLES Critical Path Project Schedule Existing Drawings Site Tour Visioning Sessions and Engagement Project Goals Detailed programming Design Brief Issued with Programming Document DELIVERABLES Space Planning based on program Concept and Guiding Principals are confirmed Initial Budget is created based on Costing Packages at 90% Schematic Design Concept Design & Initial Materiality Internal project Design Pin-up hosted at DIALOG with all in-house disciplines Develop and present design brief Presentation to the City of Cupertino and stakeholders DELIVERABLES Concept Design is further developed and coordinated with Consultants Furniture principals are established Materials and Finishes and concepts signed off on 40% Drawings are issued by all consultants Presentation to Stakeholders at Final Design Development package is presented and signed off DD costs are presented and signed off 1 2 3 PROJECT METHODOLOGY CITY HALL ANNEX DESIGN SERVICES | 9 |CITY OF CUPERTINO Contract Documents Permit Construction Administration 1.Working drawings, plans, elevations, sections, details, schedules, and specifications, including detailed demolition drawings. 2.Coordinate with Code Consultant to resolve all building code issues. 3.Finalize specifications package and review all. 4.90% contract documents review, pre- tender contract document reviews. 5.Technical review meetings with Client and coordinate with Client’s clash detection consultant. 6.Review and adjust CD and specifications and send to the City of Cupertino. 7.Prepare documentation and submittals for permitting and approvals. Organize schedules and permit. 8.Final coordination with integrated team. 9.Client approval on CD package. 10.Review project progress with integrated team. Report progress. Take corrective action as required. 11.Issue for bid. 12.Respond to bid queries and issue addenda, 13.Clarify design intent and evaluate alternate products. 14.Review bids with Construction Manager. 1.Prepare permit documentation and schedules. Issue Forms to CM for Permit coordination and submission at the City 2.Respond to permit questions from the City if required. The below deliverables are typical for all three CA Phases: 1.Kick-off meeting. Meeting on site to review construction protocols and overall phasing scheme. 2.Monitor construction activities. Field reports. 3.Coordination meeting. Site reviews. Coordinate reviews. Prepare and organize the scheduled move-in for each construction Phase. 4.Respond to RFIs. Issue SIs as required. Review construction submittals, samples and mock-ups. 5.Organize and conduct site progress tours. 6.Attend on-site meetings. 7.Attend weekly construction calls with Client. 8.Pre-occupancy walk-through. Continuously monitor and update deficiency list of work until deficiencies are corrected for all three deficiency reviews. 9.Review of progress claims for additional costs as required. 10.Provide record drawings and warranties. Review of applicable Operations & Maintenance Manuals for compliance with project specifications and the City of Cupertino Guidelines. 11.Coordinate the submission for the record set of drawings sent by the contractor. DELIVERABLES Furniture quotes requested by all vendors for compiled Furniture budget. Issue 90% drawings for Peer Review Final drawings signed off by Client Issue for Building Permit Issue for bidding documents/Addenda DELIVERABLES Sign-off on substantial completion Coordinate move-in dates based on project schedule Respond and coordinate shop drawings/draw downs, sample with integrated team Issue Site reports for each construction milestone Pre-occupancy walk through review and report Commissioning meetings as needed Issue documentation for Substantial Completion Submission of Record Drawings 4 5 6 | 10 | DIALOG PROPOSED PROJECT SCHEDULE We acknowledge that the desired project schedule is six months to the completion of the permit document. Please note that there are multiple submittal requirements including a couple of CMO/Council reviews. We request that these reviews are performed at the requested time line to meet the current schedule understanding. Year 2022 2023 Month May June July August September October November December January February March August Week 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 Task One: Project Initiation and City Coordination Task Two: Program Process and Report Task Three: Code Research and Analysis City Program Approval * Task Four: Design and Documentation Schematic Design City Internal Approval Design Development City CMO/Council Approval Construction Documents Permitting Bidding Task Five: Construction Administration * City Program Approval: We understand a CMO and City Council review and approval will be required. We will need to coordinate to work with the scheduling need. This schedule may extend if the CMO and City Council process requires it typically for all CMO/Council reviews NTP CITY HALL ANNEX DESIGN SERVICES | 11 |CITY OF CUPERTINO Year2022 2023 MonthMayJuneJulyAugustSeptember October November December January February March August Week123412341234123412341 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 1 2 3 4 Task One: Project Initiation and City Coordination Task Two: Program Process and Report Task Three: Code Research and Analysis City Program Approval* Task Four: Design and Documentation Schematic Design City Internal Approval Design Development City CMO/Council Approval Construction Documents Permitting Bidding Task Five: Construction Administration Updated 5/10/2022 Landscape Structural Mechanical Fire Sprinker Criteria Electrical TOTAL NOTES DIALOG DILLINGHAM & ASSOCIATES ZFA LITZENBERGER LITZENBERGER WKM, Inc. Principal in Charge Subject Matter Expert Project Manager Job Captain Hourly Rate $ 325 $ 325 $ 210 $ 160 Task Activities May 17, 2022 to May 26, 2022 1.1 Gather program information and data through review of existing available document.1 1 3 0 1.2 Generate BIM (Revit) using available electronic documents furnished by the City.0.5 0 2 16 1.3 Generate Online Teams Site 0 0 1 1 1.4 Generate Draft Work Plan and Schedule 2 0.5 2 0 1.5 Kick Off Meeting Including Prep & Minutes 2 1 4 2 1.6 Site Conditions Review 3 0 6 6 1.7 Update Work Plan and Schedule per Comments 0.5 0.5 2 0 1.8 Consultant Coordination 0.5 0 4 2 1.9 Weekly Meeting - 1 meeting online, and minutes 1 0 2 0 Sub-Total Effort 10.5 3 26 27 Sub-Total Cost 3,413$ 975$ 5,460$ 4,320$ Sub-Total Cost By Discipline $ - $ - $ - $ - $ - Task Two: Program Process and Report May 23, 2022 to June 9, 2022 2.1 Review Cupertino technical guidelines and standards.0.5 0.5 2 0 2.2 Prep, lead and execute visioning session with Steering Committee and user groups. 2 1 6 4 2.3 Establish aesthetic, functional, and design direction.1 2 4 4 2.4 Conduct existing city hall functional review. 4 2 8 2 2.5 Programming and Benchmarking. Prepare finalized program based on Visioning outcomes.3 2 12 12 2.6 Revisions - up to 1 round 1 1 6 8 Original proposal included 2 rounds of revision. Updated to 1 per discussion. 2.7 Design Brief for CMO/Council Sign off. Include program, design brief, connection to City of Cupertino Brand.2 0.5 6 2 2.8 Attend CMO/Council Meeting in person 0 0 0 0 Updated to be excluded per discussion. 2.9 Review site visit findings with the MEP engineers.1 0 2 0 2.10 Issue consolidated conditions drawings in addition to the program document.1 0 8 12 2.11 Weekly Meetings - 3 online including minutes 3 1 9 0 Sub-Total Effort 18.5 10 63 44 Sub-Total Cost 6,013$ 3,250$ 13,230$ 7,040$ 570$ Sub-Total Cost By Discipline $ 570 $ - $ 2,000 $ - $ 750 PROJECT BUDGET WORKSHEET CITY OF CUPERTINO CITY HALL ANNEX DESIGN Architectural 32,853$ Task One: Project Initiation and City Coordination 14,168$ $ 14,168 $ 29,533 UPDATED PROJECT BUDGET WORKSHEET CUPERTINO CITY HALL ANNEX DESIGN 1 OF 6 5/10/2022 EXHIBIT C Updated 5/10/2022 Landscape Structural Mechanical Fire Sprinker Criteria Electrical TOTAL NOTES DIALOG DILLINGHAM & ASSOCIATES ZFA LITZENBERGER LITZENBERGER WKM, Inc. Principal in Charge Subject Matter Expert Project Manager Job Captain PROJECT BUDGET WORKSHEET CITY OF CUPERTINO CITY HALL ANNEX DESIGN Architectural Task Three: Code Research and Analysis May 30, 2022 to June 9, 2022 3.1 Perform Building Code Analysis Building, occupancy, and exiting analysis 0.5 0 4 6 Plumbing fixture count analysis 0.5 0 0.5 4 Landscape irrigation and stormwater management requirement investigation 0 0 0 0 Information to be furnished by the City. 3.2 Consultant coordination 0 0 2 2 3.3 Generate code report 1 0 4 0 3.4 City of Cupertino Building Department outreach and meeting 1 0 2 1 3.5 Update and furnish final report 0.5 0 4 0 Sub-Total Effort 3.5 0 16.5 13 Sub-Total Cost 1,138$ -$ 3,465$ 2,080$ Sub-Total Cost By Discipline $ 940 $ - $ 1,000 $ - Task Four: Design Documentation June 20, 2022 to December 9, 2022 4.1 SCHEMATIC DESIGN 1,800$ 5,000$ 1,500$ -$ 2,500$ Prepare and Submit Schematic Design - Code Plans 0 0 2 2 - Site Plan including path of travel diagram 0 0 2 8 - Plans 0.5 2 8 12 - Reflected ceiling plans 0 0 4 6 - Sections 0 0 4 8 - Exterior Elevations 1 0 8 8 - Interior Elevations 1 1 8 16 - Schedules 4 1 8 0 - Diagramatic Renderings - up to 2 views 0.5 0.5 2 6 Original proposal included 4 views. Updated to 2 per discussions. FF&E Design Charette including prep 1 2 6 8 Furnishing criteria 0 2 8 4 Signage and wayfinding criteria 0 1 4 4 LEED/Sustainability Workshop 1 6 2 4 Draft scorecard 2 6 6 0 Outline Specifications 0.5 0.5 1 1 Update project schedule 0 0 3 0 Consultant coordination 0 0 2 4 QA/QC 6 1 8 2 Client Cost Estimator coordination 2 0.5 2 0 Client Review and meetings - 4 online meetings including minutes 4 2 8 2 4.2 DESIGN DEVELOPMENT 2,600.00$ 8,000.00$ 4,000.00$ 2,000.00$ 5,200.00$ 8,623$ $ 6,683 32,853$ UPDATED PROJECT BUDGET WORKSHEET CUPERTINO CITY HALL ANNEX DESIGN 2 OF 6 5/10/2022 EXHIBIT C Updated 5/10/2022 Landscape Structural Mechanical Fire Sprinker Criteria Electrical TOTAL NOTES DIALOG DILLINGHAM & ASSOCIATES ZFA LITZENBERGER LITZENBERGER WKM, Inc. Principal in Charge Subject Matter Expert Project Manager Job Captain PROJECT BUDGET WORKSHEET CITY OF CUPERTINO CITY HALL ANNEX DESIGN Architectural Prepare and Submit 65% Design Plans and Specifications - Code Plans 0 0 0.5 0.5 - Site Plan including path of travel diagram 0 0 1 2 - Plans 1 0 4 8 - Reflected ceiling plans 0.5 2 4 6 - Sections 1 0 6 6 - Exterior Elevations 1 0 4 8 - Interior Elevations 1 2 8 12 - Schedules 6 1 12 2 - Prepare 3D Color Rendering of the Building, including significant site elements - 2 views 0.5 0.5 1 20 Original proposal included 4 views. Updated to 2 per discussions. - Preliminary details 4 4 16 40 Incorporate agreed Sustainability and Energy Efficiency System Design Implementation. Energy modeling beyond code requirement is excluded.1 6 4 6 Planning Department Review is not included.0 0 0 0 Assume planning review during building department permit review. Update FF&E package.0.5 1 8 16 Generate finish board 0.5 1 8 10 Update project schedule 0.5 0 1 0 Draft Specifications 2 0.5 8 4 Coordinate Utility Applications 1 0 1 0 Application with exception to the electrical to be done by the City. - Electrical Service Upgrade 0 0 1 0 4,500.00$ - Sanitary Sewer (N/A, existing assumed to be ok)0 0 0 0 - Storm Water (N/A, existing assumed to be ok)0 0 0 0 - Gas (N/A due to electrification goal)0 0 0 0 - Domestic Water (N/A, existing assume to be ok)0 0 0 0 - Irrigation (N/A, existing assume to be ok)0 0 0 0 - Fire Water (Application by the city. Infor to be furnished by the Design team)0.5 0 1 2 - Data (City to lead based on info furnished by the team)0.5 0 1 0 - Telephone (City to lead based on info furnished by the team)0 0 1 0 Coordinate and integrate wayfinding and art strategies 0.5 2 4 6 Coordinate probable construction cost estimates with an estimator 2 0 2 0 QA/QC 6 1 8 0 CMO/Council Presentation material 0.5 0.5 8 12 Attend CMO/Council meeting in person 0 0 0 0 Updated to be excluded per discussion. Consultant coordination 2 0 8 6 4.3 CONSTRUCTION DOCUMENTS 9,230$ 12,000$ 7,500$ 11,800$ Prepare and Submit 95% Design Plans and Specifications - Code Plans 0 0 0.5 1UPDATED PROJECT BUDGET WORKSHEET CUPERTINO CITY HALL ANNEX DESIGN 3 OF 6 5/10/2022 EXHIBIT C Updated 5/10/2022 Landscape Structural Mechanical Fire Sprinker Criteria Electrical TOTAL NOTES DIALOG DILLINGHAM & ASSOCIATES ZFA LITZENBERGER LITZENBERGER WKM, Inc. Principal in Charge Subject Matter Expert Project Manager Job Captain PROJECT BUDGET WORKSHEET CITY OF CUPERTINO CITY HALL ANNEX DESIGN Architectural - Site Plan including path of travel diagram 0 0 1 2 - Plans 0 0 8 8 - Reflected ceiling plans 0 0 4 4 - Sections 0 0 8 8 - Exterior Elevations 1.5 0 4 4 - Interior Elevations 1.5 2 8 8 - Schedules 8 2 16 10 - Prepare 3D Color Rendering of the Building, including significant site elements - 2 views 0.5 0.5 4 18 Original proposal included 4 views. Updated to 2 per discussions. - Complete details 4 2 16 34 Incorporate agreed Sustainability and Energy Efficiency System Design Implementation. Energy modeling is excluded.1 4 4 8 FF&E Bid Package and Coordination 0.5 2 10 8 Final Specification 4 0.5 14 0 Coordinate probable construction cost estimates with an estimator 2 0 2 0 QA/QC 6 2 8 0 Consultant coordination 2 0 6 4 Prepare and submit 95% CD 0.5 0.5 4 6 Follow up with utility application - Electrical Service Upgrade 0 0 1 0 Utility application follow up as additional line item. - Fire Water 0 0 0 0 - Data (City to lead based on info furnished by the team)0 0 1 0 - Telephone (City to lead based on info furnished by the team)0 0 0 0 Respond to all comments including constructability review and integrate where appropriate.1 0 8 16 Prepare and submit 100% CD 1 1 4 8 Final LED Scorecard 0 0 0 0 Excluded per discussion. Update Sustainability Strategy Implementation Plan (Basic Code Commissioning only. No enhanced commissioning anticipated)1 0 8 10 Commissioning plan by the commissioning agent. Attend and participate in the review meetings with City Staff and Stake holders. Document design review and decisions. (3 meetings)4 2 9 2 4.4 PERMITTING 4,000$ Coordinate Building Permit Submittal by the team 1 0 4 8 Update documents per city comments 2 0 12 20 4.5 BIDDING Prepare final approved bid package for the City's use in obtaining bid 1 0 4 8 Prepare FF&E bid package for City's use in obtaining bid 0.5 2 6 6 Provide prompt clarifications and responses to bidders on construction documents.2 1 8 6 Prepare addenda and drawing revisions 1 1 4 8 Attend Pre-bid walks (one each for construction and furniture)3 0 3 0 UPDATED PROJECT BUDGET WORKSHEET CUPERTINO CITY HALL ANNEX DESIGN 4 OF 6 5/10/2022 EXHIBIT C Updated 5/10/2022 Landscape Structural Mechanical Fire Sprinker Criteria Electrical TOTAL NOTES DIALOG DILLINGHAM & ASSOCIATES ZFA LITZENBERGER LITZENBERGER WKM, Inc. Principal in Charge Subject Matter Expert Project Manager Job Captain PROJECT BUDGET WORKSHEET CITY OF CUPERTINO CITY HALL ANNEX DESIGN Architectural Review Bids 2 0.5 2 0 Sub-Total Effort 107 70 408 476.5 Sub-Total Cost 34,775$ 22,750$ 85,680$ 76,240$ Sub-Total Cost By Discipline $ 13,630 $ 29,000 $ 13,000 $ 2,000 $ 24,000 Task Five: Construction Administration Six months anticipated 5.1 Contract Administration Activities (6 months anticipated)2,820$ 6,000$ 2,000$ -$ 4,000$ 5.2 Preparation of Proposal Request and Change Order Documents 2 0 10 14 5.3 Evaluation of Change Order Proposals 4 0 10 0 5.4 Prepare Clarifications to Construction Documents via RFIs 2 2 8 16 5.5 Prepare Architect's Supplemental Instruction (ASI) if necessary 4 1 8 16 5.6 Review and approve submittals 2 0.5 16 12 5.7 Maintain submittal, RFI, Proposal Request, and Construction Change Logs 0 0 8 8 5.8 Attend and particiapte OAC meetings, document observations, and provide meeting notes (Weekly OAC)10 0 80 12 5.9 Attend final walk through inspections and develop/prepare punch lists 2 0 6 2 5.10 Participate in back punch walk (1 time)0 0 4 2 5.11 Review of closeout documents such as as-built, O&M Manuals, final reports, commissioning results, & ETC 0 0 4 4 5.12 Coordinate with contractor and complete Sustainability/commissioning certification 0.5 0 4 0 5.13 Prepare as-built drawings from contractor's redlines and provide pdf files 0.5 0 4 8 5.14 Coordinate with other consultants and contractors 2 0 8 4 Sub-Total Effort 29 3.5 170 98 Sub-Total Cost 9,425$ 1,138$ 35,700$ 15,680$ 2,820$ 6,000$ 2,000$ -$ 4,000$ Sub-Total Cost By Discipline $ 2,820 $ 6,000 $ 2,000 $ - $ 4,000 Total Cost By Discipline $ 17,960 $ 35,000 $ 18,000 $ 2,000 $ 28,750 433,480$ 433,480$ Reimbursement Costs NTE Cost plus 10%$10,000 $ 331,770 TOTAL FEE 301,075$ 76,763$ $ 219,445 $ 61,943 UPDATED PROJECT BUDGET WORKSHEET CUPERTINO CITY HALL ANNEX DESIGN 5 OF 6 5/10/2022 EXHIBIT C Updated 5/10/2022 Landscape Structural Mechanical Fire Sprinker Criteria Electrical TOTAL NOTES DIALOG DILLINGHAM & ASSOCIATES ZFA LITZENBERGER LITZENBERGER WKM, Inc. Principal in Charge Subject Matter Expert Project Manager Job Captain PROJECT BUDGET WORKSHEET CITY OF CUPERTINO CITY HALL ANNEX DESIGN Architectural POTENTIAL VALUE ADDED SERVICES 2.6 Revision during programming - per round 1 1 6 8 3,190$ Per round 2.8 Attend CMO/Council Meeting in person 4 0 4 0 2,140$ 4.1 Diagramatic Renderings during Schematic Design per view 0.5 0.5 1 3 1,015$ Per view 4.2 Prepare 3D Color Rendering of the Building, including significant site elements during Design Development per view 0.5 0.5 1 10 2,135$ Per view 4.2 Coordinate Utility Applications; Electric Service, Fire water, telephone, and Data 2 0 8 4 2,970$ Fees by the City. 4.2 Attend CMO/Council meeting in person 4 0 4 0 2,140$ 4.3 Prepare 3D Color Rendering of the Building, including significant site elements during Consruction Document phase per view 0.5 0.5 2 12 2,665$ Per view 4.3 Utility Service Application follow up during CA 1 0 4 0 1,165$ 4.3 Final LEED Scorecard and justification 1 8 12 40 11,845$ Excluded per discussion. UPDATED PROJECT BUDGET WORKSHEET CUPERTINO CITY HALL ANNEX DESIGN 6 OF 6 5/10/2022 EXHIBIT C | 22 | DIALOG We acknowledge the process requested in the Section 2, Scope of Services in the RFQ with the following assumptions and exceptions: Task One: Project Initiation and City Coordination. •Kick-off meeting will be in person. •Weekly meetings will be online. Task Two: Programming Process and Report •We propose to spend a day at existing City Hall to review current operations. We request that a City staff member/PM is available to facilitate observation and engagement. •Weekly meeting will be online. •CMO and City Council Presentation is anticipated to be one presentation, in person or online as needed. Task Three: Code Research and Analysis •We request that any code ordinance above and beyond the building code adapted by the City is furnished by the City; i.e. sprinkler requirement. •We request that City planning and permit review processes are outlined by the City. Task Four: Design and Documentation •We assume one SD submittal. •We assume one DD submittal. •As are part of DD submittal, we assume 3 rendered views. •We assume one CD submittal as requested. Key Assumptions and Exclusions We did not see any reference to a planning review. We assume that a planning review will be integrated as a part of the building permit submittal, and a separate submittal is not anticipated. Based on the narrative associated with the upper-level use, we understand the desire to exempt upper floor access from accessibility compliance; thus, eliminating the need for an elevator. This understanding may change upon code review. A revision in design team and scope will be required if a new elevator is required. Sprinkler design will be furnished as a design criterion for a design-build execution. Security/surveillance system design is excluded. Site design scope is currently limited to the accessible pathway from the public right of way, including accessible parking to the entry. Other site design elements are not included. As the scope is minimal, civil engineering is not included. We may require a civil engineer if the scope expands. We request the following information to be furnished by the City. •Topographic survey for path of travel. •Existing building construction drawings including structural, mechanical, electrical, and irrigation drawings. •City Standard Specifications for material standards, if available. •Fire hydrant flow/pressure information. •Hazardous materials remediation plan in addition to the already provided report. •All the consultants outlined in the Section 2, A, Task One. •Facilitation of meetings with the City Facilities and Maintenance. •Facilitation of meetings/engagement with the City Hall stakeholders. We understand the project budget of $3.5 million. We request that a project construction budget is to be provided by the city. We currently assume $2.5 million. EXHIBIT C DIALOG® HOURLY RATES Effective March 8, 2022 Partner / Senior Management Team $325.00/hour Associate $265.00/hour Project Manager Senior $265.00/hour Project Manager Senior Intermediate $240.00/hour Project Manager Intermediate $210.00/hour ARCHITECTURAL Senior $240.00/hour Senior Intermediate $200.00/hour Intermediate $180.00/hour Junior $150.00/hour INTERIOR DESIGN Interior Design Lead Senior $310.00/hour $190.00/hour Senior Intermediate $165.00/hour Intermediate $150.00/hour Junior $130.00/hour SUSTAINABLE DESIGN Senior $240.00/hour Senior Intermediate $200.00/hour Intermediate $180.00/hour Junior $150.00/hour PLANNING / URBAN DESIGN Senior Planner / Urban Designer $210.00/hour Senior Intermediate Planner / Urban Designer $180.00/hour Intermediate Planner / Urban Designer $160.00/hour Junior Planner / Urban Designer $130.00/hour TECHNOLOGIST (all categories) Senior $210.00/hour Senior Intermediate $180.00/hour Intermediate $160.00/hour Junior $130.00/hour CONTRACT ADMINISTRATION Senior $240.00/hour Senior Intermediate $195.00/hour Intermediate $175.00/hour Junior $130.00/hour SPECIFICATIONS Senior Specification Writer $240.00/hour Senior Intermediate Specification Writer $180.00/hour Intermediate Specification Writer $160.00/hour Junior Specification Writer $130.00/hour ADMINISTRATION Senior Administration $160.00/hour Senior Intermediate Administration $140.00/hour Intermediate Administration $125.00/hour Junior Administration $100.00/hour STUDENT (all categories) $125.00/hour The Schedule of Hourly Rates will be updated from time to time. EXHIBIT C Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property 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 10 (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 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. 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 claim, $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: EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts 2 Form Updated Jan. 2022 Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 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 5/10/2022 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 The Certificate Team CertsDesignPro@AssuredPartners.com License#:6003745 The Travelers Indemnity Company of Connecticut 25682 DIALDES-02 Travelers Property Casualty Company of America 25674DIALOGDesignLP 500 Sansome Street San Francisco CA 94111 National Union Fire Insurance Co PA 19445 1561165502 B X 2,000,000 X 1,000,000 X Contractual Liab 10,000 Included 2,000,000 4,000,000 X X Y Y 6800N206839 11/30/2021 11/30/2022 4,000,000 A 1,000,000 X X X Y Y BA3S012659 11/30/2021 11/30/2022 C X 9,000,000 X Y EBU046027160 11/30/2021Y 11/30/2022 9,000,000 Excess Liability policy is a follow-form to underlying General Liability/Auto Liability. RE:All Operations of the Named Insured City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract or agreement.General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s). 30 Day Notice of Cancellation City of Cupertino 10300 Torre Ave Cupertino CA 95014 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this methoo, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non-Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis. this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury'' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit perioo we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation , and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written not ice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V -DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, prooucts or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1000219 Includes copyrighted material of Insurance Services Office, Inc. with its permiss ion. Policy #6800N206839 6800N2068396800N206839 COMMERCIAL GENERAL LIABILITY that is available to any of your "employees"occupational therapist or occupational for "bodily injury" that arises out of providingtherapy assistant, physical therapist or or failing to provide "incidental medicalspeech-language pathologist; or services" to any person to the extent not(b)First aid or "Good Samaritan services"subject to Paragraph 2.a.(1)of Section II –by any of your "employees" or "volunteer Who Is An Insured.workers", other than an employed or volunteer doctor. Any such "employees"K. MEDICAL PAYMENTS – INCREASED LIMIT or "volunteer workers" providing or failing The following replaces Paragraph 7.ofto provide first aid or "Good Samaritan SECTION III – LIMITS OF INSURANCE:services" during their work hours for you 7.Subject to Paragraph 5.above, the Medicalwill be deemed to be acting within the scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business.because of "bodily injury" sustained by any one person, and will be the higher of:3.The following replaces the last sentence of Paragraph 5.of SECTION III – LIMITS OF a.$10,000; orINSURANCE: b.The amount shown in the Declarations ofFor the purposes of determining the this Coverage Part for Medical Expenseapplicable Each Occurrence Limit, all related Limit.acts or omissions committed in providing or failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION – PROFESSIONAL LIABILITYservices" to any one person will be deemed The following is added to Paragraph 4.b.,to be one "occurrence".Excess Insurance, of SECTION IV –4.The following exclusion is added to COMMERCIAL GENERAL LIABILITYParagraph2.,Exclusions, of SECTION I –CONDITIONS: COVERAGES – COVERAGE A – BODILY This insurance is excess over any of the otherINJURY AND PROPERTY DAMAGE insurance, whether primary, excess, contingentLIABILITY:or on any other basis, that is ProfessionalSale Of Pharmaceuticals Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION –pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACTknowledge or consent of the insured.OR AGREEMENT5.The following is added to the DEFINITIONS The following is added to Paragraph 8.,TransferSection: Of Rights Of Recovery Against Others To Us,"Incidental medical services" means:of SECTION IV – COMMERCIAL GENERAL a.Medical, surgical, dental, laboratory, x-LIABILITY CONDITIONS: ray or nursing service or treatment,If the insured has agreed in a written contract oradvice or instruction, or the related agreement to waive that insured's right offurnishing of food or beverages; or recovery against any person or organization, we b.The furnishing or dispensing of drugs or waive our right of recovery against such personmedical, dental, or surgical supplies or or organization, but only for payments we makeappliances.because of: 6.The following is added to Paragraph 4.b.,a."Bodily injury" or "property damage" thatExcess Insurance, of SECTION IV –occurs; orCOMMERCIAL GENERAL LIABILITY b."Personal and advertising injury" caused byCONDITIONS: an offense that is committed;This insurance is excess over any valid and subsequent to the signing of that contract orcollectible other insurance, whether primary, excess, contingent or on any other basis,agreement. CG D3 79 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy #6800N206839 COMM RCI L AUTOE A T IS ENDORSEMENT CHANGES T E POLICY.PL ASE READ IT CAREFULLY.H H E BLANKET ADDITIONAL INSURED Thi e dorseme t m d fie i surance prov ded under he f l o ing:s n n o i s n i t o l w BUS NE S A TO OV RAGE F RMI S U C E O M TO CA RI R COV RA E F RMO R R E E G O The fo lo ing i added to Parag aphl w s r c.in A.1.,Who be ween you and that pe son or organiza ion,that istrt Is An Insu edr,of SECTION II CO E ED AU OV R T S si ned by yo be o e the "bodi y injury or "prope tyg u f r l " r L ABI I Y CO E AGEI L T V R in the BUSIN SS AUTE O dam ge occur and that is in ef e t during the pol cya " s f c i CO ERAGE FO MVR and Pa agraphr e.in A.1.,Who Is pe iod,to nam as an addi ional insured fo Cov redretr e An Insu edr,of SECT ON II CO ERED AU OIV T S Auto Liabil ty Cov rage,but o ly fo dam ges tos i e n r a L ABI I Y CO ERAGEI L T V in the MOT R CARRIEOR whi h this insurance applie an only to the ex ent ocs d t f CO ERAGE FO MVR,whichev r Co erage Form i that perso 's o o ganizat o 'se v s n r r i n lia il ty fo the co ductb i r n pa t o y ur poli y o anot er "in ured".r f o c :f h s Thi i cl de any perso or organi ation who you ares n u s n z re ui ed unde a written cont a t o ag ee entq r r r c r r m CA 4 37 2 16T 0 ©2016 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of nsurance Services OfIf ce,Inc.with its permis ion.i s Policy:BA3S012659 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. BLANKET WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5.,Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us,of the prior to any "accident"or "loss",provided that the CONDITIONS Section:"accident"or "loss"arises out of the operations 5.Transfer Of Rights Of Recovery Against Oth-contemplated by such contract.The waiver ap- ers To Us plies only to the person or organization desig- nated in such contract.We waive any right of recovery we may have against any person or organization to the extent CA T3 40 02 15 ©2015 The Travelers Indemnity Company.All rights reserved.Page 1 of 1 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy #BA3S012659 CERTIFICATE OF INSURANCE CERTIFICATE HOLDER: Dated: May 11, 2022 City of Cupertino 10300 Torre Ave Cupertino, CA 95014 NAMED INSURED: Dialog Design LP 370 – 500 Sansome Stret San Francisco, CA 94111 USA BROKER: Lloyd Sadd Insurance Brokers Ltd. Suite 700 - 10240 124 Street Edmonton, AB T5N 3W6 P: (780) 483-4544 This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend, or alter the coverage afforded by the policies below. The insurance afforded is subject to the terms, conditions, and exclusions of the applicable policy. COMPANIES AFFORDING COVERAGE: Company Letter “A” XL Specialty Insurance Company CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE POLICY EXPIRY DATE LIMIT ERRORS & OMISSIONS LIABILITY A E&O Design Professionals (A&E) DPX 9968857 November 30, 2021 November 30, 2022 $2,000,000 $2,000,000 Inclusive Limits/Each Claim Aggregate CANCELLATION Should the Professional Liability policy be cancelled before the expiration date thereof, the issuing company will endeavor to mail 30 days written notice to the certificate holder named above, but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative. Lloyd Sadd Insurance Brokers Ltd. Per: 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-MAIL ADDRESS: 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 ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR 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 05/25/2022 Automatic Data Processing Insurance Agency, Inc. 1 Adp Boulevard Roseland NJ 07068 Automatic Data Processing Insurance Agency, Inc. 1-800-524-7024 DIALOG Design LP 370-500 Sansome St San Francisco CA 94111 Trumbull Insurance Company 27120 2469595 A N Y 76WEGAA1WC1 04/01/2022 04/01/2023 1,000,000 1,000,000 1,000,000 This certificate of insurance includes a Waiver of Subrogation in favor of the certificate holder. Job Reference: City Hall Annex Design Services Project City of Cupertino 10300 Torre Avenue Cupertino CA 95014 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:05/25/22 Policy Expiration Date:04/01/23 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:76 WEG AA1WC1 Endorsement Number:3 Effective Date:05/17/22 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:DIALOG Design LP 370-500 SANSOME ST SAN FRANCISCO CA 94111 We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5 %of the California workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description CITY OF CUPERTINO, 10300 TORRE AVE, CUPERTINO, CA 95014 2 The Hartford DIALOG Design, LP for Design for Renovation of City Hall Annex (10455 Torre Ave) Final Audit Report 2022-06-13 Created:2022-06-10 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAfxAHuzvHz4qzyZ3R-XgZZ8mShhY0Q3NN "DIALOG Design, LP for Design for Renovation of City Hall Anne x (10455 Torre Ave)" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-06-10 - 5:31:00 AM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2022-06-10 - 5:33:54 AM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2022-06-13 - 3:07:57 PM GMT - Time Source: server- IP address: 216.198.111.214 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-06-13 - 3:08:01 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-06-13 - 3:56:45 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Christopher D. Jensen (christopherj@cupertino.org) for signature 2022-06-13 - 3:56:49 PM GMT Email viewed by Christopher D. Jensen (christopherj@cupertino.org) 2022-06-13 - 4:00:51 PM GMT- IP address: 104.47.73.126 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-06-13 - 4:01:11 PM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Jim Throop (jimt@cupertino.org) for signature 2022-06-13 - 4:01:15 PM GMT Email viewed by Jim Throop (jimt@cupertino.org) 2022-06-13 - 8:50:57 PM GMT- IP address: 104.47.74.126 Document e-signed by Jim Throop (jimt@cupertino.org) Signature Date: 2022-06-13 - 8:51:16 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-06-13 - 8:51:20 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-06-13 - 9:03:39 PM GMT- IP address: 104.28.124.107 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-06-13 - 9:30:35 PM GMT - Time Source: server- IP address: 162.245.20.145 Agreement completed. 2022-06-13 - 9:30:35 PM GMT