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18-226 Agreement with EOA, Inc. for Development of a Green Stormwater Infrastructure Plan1. PARTIES
This Agreement is made and entered into as of November 12, 2018
("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and
EOA, Inc. ("Contractor"),
a corporation
for Development of a Green Stormwater Infrastructure Plan
2. SERVICES
Contractor agrees to provide the services and perforin the tasks ("Services") set forth in detail in
Scope of Services, attached here and incorporated as Exhibit A.
3. TIME OF PERFORMANCE
3.1 This Agreement begins on the Effective Date and ends on January 30, 2020
("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin
on November 12, 2018 and shall be completed by January 30, 2020
3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the
Schedule of Performance, attached and incorporated here Exhibit.
3.3 Time is of the essence for the performance of all the Services. Contractor must have
sufficient time, resources, and qualified staff to deliver the Services on time.
4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the
Services an amount that will based on actual costs but that will be capped so as not to exceed
$79,000.00 — ("Contract Price"), based upon the scope of services in Exhibit A and
the budget and rates included in Exhibit C, Compensation attached and incorporated here. The
maximum compensation includes all expenses and reimbursements and will remain in place even
if Contractor's actual costs exceed the capped amount. No extra work or payment is pen-nitted
without prior written approval of City.
4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable
completed and the amount due for the preceding month. Within thirty (30) days of completion of
Services, Contractor must submit a requisition for final and complete payment of costs and pending
claims for City approval. Fail -Lire to timely submit a complete and accurate payment requisition
relieves City of any further payment or other obligations Linder the Agreement.
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5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint
venture of City. Contractor is solely responsible for the means and methods of perfonning the
Services and for the persons hired to work under this Agreement. Contractor is not entitled to
health benefits, worker's compensation or other benefits from the City.
5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors
that they have the qualifications and skills to perform the Services in a competent and professional
manner and according to the highest standards and best practices in the industry.
5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that
they are properly licensed, registered, and/or certified to perform the Services as required by law
and have procured a City Business License.
5.4 Subcontractors. Only Contractor's employees are authorized to work under this
Agreement. Prior written approval from City is required for any subcontractor, and the terms and
conditions of this Agreement will apply to any approved subcontractor.
5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and
equipment required to perform the Services under this Agreement.
5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this
Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify
City for violations pursuant to the indemnification provision of this Agreement.
In performing this Agreement, Contractor may have access to private or confidential information
owned or controlled by the City, which may contain proprietary or confidential details the
disclosure of which to third parties maybe damaging to City. Contractor shall hold in confidence
all City infon-nation provided by City to Contractor and use it only to perform this Agreement.
Contractor shall exercise the same standard of care to protect City information as a reasonably
prudent contractor would use to protect its own proprietary data.
7. OWNERSHIP OF MATERIALS
7.1 Property Rights. Any interest (including copyright interests) of Contractor in any
product, memoranda, study, report, map, plan, drawing, specification, data, record, document or
other information or work, in any medium (collectively, "Work Product"), prepared by Contractor
in connection with this Agreement will be the exclusive property of the City and shall not be shown
to any third -party without prior written approval of City.
7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out
of this Agreement is considered "works for hire" and all copyrights to the Work Product will be
the property of City. Alternatively, Contractor assigns to City all Work Product copyrights.
Contractor may use copies of the Work Product for promotion only with City's written approval.
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7.3 Patents and Licenses. Contractor must pay royalties or license fees required for
authorized use of any third party intellectual property, including but not limited to patented,
trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product
of this Agreement.
7.4 Re -Use of Work Product. Unless prohibited by law and without waiving any rights, City
may use or modify the Work Product of Contractor or its sub -contractors prepared or created under
this Agreement, to execute or implement any of the following:
(a) The original Services for which Contractor was hired;
(b) Completion of the original Services by others;
(c) Subsequent additions to the original Services; and/or
(d) Other City projects.
7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the
Work Product, on recycled paper and copied on both sides, except for one single -sided original.
Contractor must maintain complete and accurate accounting records relating to its perfonnance in
accordance with generally accepted accounting principles. The records must include detailed
information of Contractor's perforniance, benchinarks and deliverables, which must be available
to City for review and audit. The records and supporting documents must be kept separate from
other records and must be maintained for four years from the date of City's final payment.
9. ASSIGNMENT
Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest
therein, directly or indirectly, by operation of law or otherwise, without prior written consent of
City. Any attempt to do so will be null and void. Any changes related to the financial control or
business nature of Contractor as a legal entity is considered an assignment of the Agreement and
subject to City approval, which shall not be unreasonably withheld. Control means fifty percent
(50%) or more of the voting power of the business entity.
10. PUBLICITY / SIGNS
Any publicity generated by Contractor for the project under this Agreement, during the term of
this Agreement and for one year thereafter, will reference the City's contributions in making the
project possible. The words "City of Cupertino" will be displayed in all pieces of publicity,
including flyers, press releases, posters, brochures, public service announcements, interviews and
newspaper articles. No signs may be posted, exhibited or displayed on or about City property,
except signage required by law or this Contract, without prior written approval from the City.
11. INDEMNIFICATION
11.1 To the fallest extent allowed by law, and except for losses caused by the sole and active
negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold
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harmless City, its City Council, boards and commissions, officers, officials, employees, agents,
servants, volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City,
from and against any and all liability, darnages, claims, actions, causes of action, demands,
charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to
litigation and dispute resolution proceedings) of every nature, arising to the extent caused by
the contractor directly or indirectly from this Agreement or in any manner relating to any of the
following:
(a) Breach of contract, obligations, representations or warranties;
(b) Negligent or willful acts or omissions committed during perfon-nance of the Services;
(c) Personal injury, property damage, or economic loss resulting from the work or perfon-nance
of Contractor or its subcontractors or sub -subcontractors;
(d) Unauthorized use or disclosure of City's confidential and proprietary Information;
(e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark,
or service mark or other proprietary or intellectual property rights of any third party.
11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must
accept a tender of defense upon receiving notice from City of a third -party claim, in accordance
with California Public Contract Code Section 9201. At City's request, Contractor will assist City
in the defense of a claim, dispute or lawsuit arising out of this Agreement.
11.3 Contractor's duties under this section are not limited to the Contract Price, workers'
compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in
the Agreement shall be construed to give rise to an implied right of indemnity in favor of
Contractor against City or any Indemnitee.
11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to
a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction.
12. INSURANCE
Contractor shall comply with the Insurance Requirements, attached and incorporated here as
Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as
required by City. City will not execute the Agreement until City approves receipt of satisfactory
certificates of insurance and endorsements evidencing the type, amount, class of operations
covered, and the effective and expiration dates of coverage. Failure to comply with this provision
may result in City, at its sole discretion and without notice, purchasing insurance for Contractor
and deducting the costs from Contractor's compensation or terminating the Agreement.
OMNI IN
13.1 General Laws. Contractor shall comply with all local, state and federal laws and
regulations applicable to this Agreement. Contractor will promptly notify City of changes in the
law or other conditions that may affect the Project or Contractor's ability to perform. Contractor
is responsible for verifying the employment authorization of employees performing the Services,
as required by the Immigration Reform and Control Act.
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13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If
the Scope of Services includes a "public works" component, Contractor is required to comply with
prevailing wage laws under Labor Code Section 1720 and other labor laws.
13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious
creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregriancy,
age, sex, gender, sexual orientation, gender identity, Acquired-lininune Deficiency Syndrome
(AIDS) or any other protected classification. Contractor shall comply with all anti -discrimination
laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735,
1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination,
Contractor understands that harassment and discrimination directed toward a job applicant, in
employee, a City employee, or any other person, by Contractor or its employees or sub -contractors
will not be tolerated.
13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable
to this Agreement and must avoid any conflict of interest. Contractor warrants that no public
official, employee, or member of a City board or coininission who might have been involved in
the making of this Agreement, has or will receive a direct or indirect financial interest in this
Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be
required to file a conflict of interest form if Contractor makes certain governinental decisions or
serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations.
Contractor agrees to abide by the City's rules governing gifts to public officials and employees.
13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City
suspending payments, requiring reimbursements or tenninating this Agreement. City reserves all
other rights and remedies available under the law and this Agreement, including the right to seek
indemnification under Section 11 of this Agreement.
City Project Manager. The City assigns Cheri Donnelly as
the City's representative for all purposes under this Agreement, with authority to oversee the
progress and performance of the Scope of Services. City reserves the right to substitute another
Project manager at any time, and without prior notice to Contractor,
Contractor Project Manager. Subject to City approval, Contractor assigns Vishakha Atre
as its single Representative for all purposes under this Agreement, with authority
to oversee the progress and performance of the Scope of Services. Contractor's Project manager
is responsible for coordinating and scheduling the Services in accordance with the Scope of
Services and the Schedule of Performance. Contractor must regularly update the City's Project
Manager about the progress with the work or any delays, as required under the Scope of Services.
City written approval is required prior to substituting a new Representative.
City may abandon or postpone the Project or parts therefor at any time. Contractor will be
compensated for satisfactory Services performed through the date of abandonment, and will be
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Page 5 of 8 ProfiessionallConsultin,g Contracts lVersion: Mm, 22, 2018
given reasonable time to assemble the work and close out the Services. With City's pre -approval
in writing, the time spent in closing out the Services will be compensated up to a maximum of ten
percent (10%) of the total time expended to date in the performance of the Services.
City may terminate this Agreement for cause or without cause at any time. Contractor will be paid
for satisfactory Set -vices rendered through the date of termination, but final payment will not be
made until Contractor closes out the Services and delivers the Work Product.
17. ——GOVERNING LAW, VENUE AND DISPUTE •
This Agreement is governed by the laws of the State of California. Any lawsuits filed related to
this Agreement in -List be filed with the Superior Court for the County of Santa Clara, State of
California. Contractor must comply with the claims filing requirements under the Government
Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide
the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award
must be supported by law and substantial evidence and include detailed written findings of law
and fact.
18. ATTORNEY FEES
If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or
other proceedings to enforce its rights or a judgment in connection with this Agreement, the
prevailing party will be entitled to reasonable attorney fees and costs.
0
There are no intended third party beneficiaries of this Agreement.
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract
provision. City's waiver of a breach shall not constitute waiver of another provision or breach.
This Agreement represents the full and complete understanding of every kind or nature between
the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written,
between the Parties. Any modification of this Agreement will be effective only if in writing and
signed by each Party's authorized representative. No verbal agreement or implied covenant will
be valid to amend or abridge this Agreement. If there is any inconsistency between the main
Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail.
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Each provision and clause required by law for this Agreement is deemed to be included and will
be inferred herein. Either party may request an amendment to cure mistaken insertions or
omissions of required provisions. The Parties will collaborate to implement this Section, as
appropriate.
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.
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 teen or provision shall remain in
force and effect to the extent allowed by such ruling. All other terms and provisions of this
Agreement or their application to specific situations shall remain in full force and effect. The
Parties agree to work in good faith to amend this Agreement to carry out its intent.,
25. SURVIVAL
All provisions which by their nature must continue after the Agreement expires or is terminated,
including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law
and Attorney Fees, shall survive the Agreement and remain in fall force and effect.
All notices, requests and approvals must be sent in writing to the persons below, which will be
considered effective on the date of personal delivery or the date confirmed by a reputable overnight
delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid,
registered or certified, or the next business day following electronic submission:
To City of Cupertino To Contractor: EOA, Inc.
10300 Torre Ave., Cupertino CA 95014 � 1021 S. Wolfe Rd. Suite 185
Sunnyvale, CA 94086
Attention: Cheri Donnelly Attention: Vishakha Aire
Email: CheriD@cupertino.or,- Email: vatre@eoainc.com
This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract
provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time,
(b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the
City Attorney's Office.
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28. EXECUTION
The person executing this Agreement on behalf of Contractor represents and warrants that
Contractor has full right, power, and authority to enter into and carry out all actions contemplated
by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a
legally binding obligation of Contractor. This Agreement may be executed in counterparts, each
one of which is deemed an original and all of which, taken together, constitute a single binding
instrument.
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CONTRACTOR CITY OF CUPERTINO
EOA, Inc. A Municipal Corporation
By _:. m_m By
Name Ray G ebel, P.E. Nal-ne Timm Borden
Title Vice President Title Director of Public Works
Date
11-142018 DateJJ
Tax I. D, N©.: 94-2977419
AP O 7 AS
RUCIO VFIEj&6
Cupertino Acting City Attorney
ATTEST;
GRACE SCHMIDT
City Clerk
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Exhibit A: Scope of Services
The scope of work consists of the following tasks and deliverables.
lmwlwqmma�� I
EOA will assist the City in identifying potential GSI projects and prioritized areas of the City for
future projects, for inclusion in the GSI Plan, using the following approach:
• Identify the mechanism(s) by which the City will identify, prioritize and map potential
and planned projects that incorporate GSI components in different drainage areas
within the City. The mechanism(s) will describe the criteria for prioritization and outputs
that can be incorporated into the City's long-term planning and CIP processes. Criteria
may include: City goals for multiple benefits, including urban forestry, active
transportation, parks, flood protection, etc.; locations with storm drain capacity
deficiencies; tributary drainage area and opportunities to treat runoff from private
parcels; logistical and physical site constraints (including utility conflicts); projected
development patterns; land uses related to PCB load generation and other pollutants;
trash management areas; countywide Stormwater Resource Plan prioritization criteria
and projects; and other factors.
• Apply the mechanism(s) to produce lists and maps of prioritized project opportunities
and approximate timeframes for implementation, based on information provided by the
City.
• Develop "targets" or estimates of how much impervious surface within the City will be
retrofitted or redeveloped to drain to a GSI feature by the 2020, 2030, and 2040
milestones, based on the SCVURPPP methodology and projected development patterns
within the City, as well as planned and potential public GSI retrofit projects.
• Document any completed City GSI projects and the results of the City's annual process
to review CIP project lists for potential to incorporate GI elements.
Deliverables:
• Documentation and maps of prioritized areas and projects and implementation
timeframes.
• Draft and final memorandum on identification and prioritization mechanisms.
• Draft and final memorandum with targets for amount of impervious surface on private
and public projects retrofitted/treated by 2020, 2030, 2040.
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U1111111i 111111117!111111 A I -a 0 0 6 0 *
The GSI Plan must describe the City's process for tracking and mapping completed public and
private projects and demonstrating compliance with required PCB and mercury load reductions.
SCVURPPP (EOA) is currently developing a GSI Data Management System to obtain, store and
access LID/GSI data and other geospatial data ata countywide level. The system includes
applications to effectively and efficiently track GSI projects, which is needed for conducting the
Reasonable Assurance Analysis (RAA) for PCBs and mercury and addressing GSI planning
requirements. The method will also allow control measures to be visualized spatially on a web -
based platform. EOA will review the City's internal data management systems and provide
guidance on or tools for interfacing with the SCVURPPP system to track GSI Plan
implementation and estimate the associated pollutant load reductions. These data
management systems and tools will be described within the GSI Plan.
Deliverables:
• Tracking methodology memorandum and/or tool.
Task 3 Incorporate GSI Design Guidelines, Details, and Specifications
The GSI Plan must include design and construction guidelines, details specifications and details
(or references to those items) for incorporating GSI into City projects. SCVURPPP (EOA) is
currently compiling GSI design guidelines, details and specifications from existing resources into
a "GSI Handbook" that is currently under review and expected to be finalized by December
2018. EOA will work with City staff to compare the GSI Handbook resources to existing details
and evaluate the process for incorporating the details and specifications into City standards.
(City staff will be responsible for conducting the process to incorporate details and
specifications into the City's standards as needed.)
Deliverables:
• Draft and final memorandum on incorporation of SCVURPPP GSI Handbook into City
standards.
Task 4 — Update Related Municipal Plans
To enable implementation of the GSI Plan and ensure it is supported by and coordinated with
other City goals,, a required step is to update related City planning documents with GSI language
and references to the GSI Plan. SCVURPPP (EOA) has developed a guidance document with
sample language for updating various types of municipal plans. Based on this guidance, EOA will
review the related municipal plans, develop specific language for each of the City plans that
need updating, and develop a workplan for City staff to complete the updates. (City staff will be
responsible for updating each plan according to each plan's revision schedule.)
Deliverables:
• Draft and final memorandum with GSI language for related City plan updates.
Task 5 Compile the GSI Plan
EOA will compile the draft GSI Plan, using the GSI Plan template being developed by SCVURPPP
(or the City's preferred format) and incorporating the deliverables from Tasks 1 through 4.
Following receipt of one set of City comments and one set of public comments compiled by City
staff, EOA will revise the draft Plan and produce a final GSI Plan.
Deliverables
• Draft GSI Plan
• Final GSI Plan
Task 6 — Assist with Outreach to City Committee(s), City Council, and the Public
Outreach to various City Committees/departments, City Council, and the public is important for
gaining support for the GSI Plan and providing an opportunity for engagement and input. EOA
will work with the City's GSI Workgroup throughout the GSI Plan preparation process. EOA will
also assist the City with presentations on the draft GSI Plan to City departments and/or
committees, the City Council, and/or a public workshop, based on available budget.
Deliverables.
• Meetings with the 'GSI Workgroup (assume 4meetings).
• Presentations at up to four Committee/Council meetings as needed.
Exhibit B.- Schedule of Deliverables
Green Stormwater Infrastructure Plan Development
The table below describes the Schedule of Deliverables.
Task
Deliverables
Due Date
Task 1— Identify
o Documentation and maps of prioritized areas
Draft by
Potential GSI Projects
and projects and implementation
December 2018
and Locations
timeframes.
o Draft and final memorandum on
Draft by February
identification and prioritization
2019
mechanisms.
o Draft and final memorandum with targets for
Draft by February
amount of impervious surfaceon private and
2019
public projects retrofitted/treated by 2020,
2030, 2040.
Task 2 —Develop
Tracking methodology memorandum and tool
Draft by January
Tracking Methodology
2019
Task 3 — Incorporate
Draft and final memorandum on incorporation of
Draft by February
GSI Design Guidelines,
SCVURPPP GSI Handbook into City standards
2019
Details, and
Specifications
Task 4— Update Related
Draft and final memorandum with G1 language for
Draft by
Municipal Plans
related City plan updates
December 2018
Task 5 — Compile the
Draft GI Plan
April 2019
GSI Plan
Final GI Plan
June 2019
Task 6 — Assist with
Outreach to City
Meetings with the GI Workgroup (assume 4
meetings)
Ongoing
Committee(s), City
Presentations at up to four Committee/Council
Council, and the Public
meetings as needed
1111iiri" TIT,
F:\EOA Proposals\Cupertino\Cupertino—Budget Detail
Gl—.xlsx
EOA
2
Expenses
EOA
Labor Hrs
Total Cost
ASSISTANCE WITH GI Plan Development
1. Identify Potential GSI Projects and Locations
96
$100
$18,240
------- - ----
2. Develop Tracking Methodology
44
$0
3. Incorporate GSI, Design Guidelines, Details &
32
$0
Specifications
4. Update Related Municipal Plans
48
$0
$10,640
5. Compile the GSI Plan
76
$500
$16,590
6. Assist with Outreach to City Committees, City
76
$800
$18,090
Council & Public'
Total
372
$1,400
$79,000
Notes:
1. Assumes four meetings with the City's GSI Workgroup,
and presentations at up to four Committee/Council
2. Expenses include 10% markup. All expenses will be combined into a single expense category for
F:\EOA Proposals\Cupertino\Cupertino—Budget Detail
Gl—.xlsx
The following fee schedule covers personnel rates for EOA, Inc. staff.
Our charges are divided into two categories: personnel, and direct expenses. A new fee schedule is issued at the
beginning of each year. Charges for all work, except where other arrangements have been made, are based on the new
schedule of charges.
Personnel charges are for any technical, clerical or administrative work necessary to perform the project. Work tasks
include geologic and environmental consulting, engineering and computer services, regulatory liaison, and report
preparation. Personnel rates are as follows:
Personnel Category Hourly Rates
PrincipalEngineer ..........................................................................
$271
Managing Engineer/Scientist III.... .................................................
$263
Managing Engineer/Scientist 11 ......................................................
$249
Managing Engineer/Scientist I .......................................................
$238
Senior Engineer/Scientist III — Project Leader ...............................
$218
Senior Engineer/Scientist/Planner 11 ...............................................
$200
Senior Engineer/Scientist/Planner I ................................................
$183
Associate Engineer/Scientist III .....................................................
$174
Associate Engineer/Scientist 11 .......................................................
$165
Associate Engineer/Scientist I ........................................................
$141
Assistant Engineer/Scientist .................................. ........................
$126
Technician......................................................................................
$Ili
Clerical/Computer Data Entry ........................................................
$78
Charges for professional services are in increments of one quarter-hour. Depositions/legal testimony charged portal -to-
portal, at 200% of standard rates, with a four-hour minimum charge. In accordance with California Civil Procedure
2037.7, where applicable, the minimum fee must be paid prior to commencement of testimony. Preparation for court
cases is charged on a time -and -materials basis as outlined in this fee schedule.
Reimbursement for expenses directly related to services provided will be charged at cost plus 10%. Examples
of such direct expenses include:
• Costs of sub -consultants or subcontractors
• Costs of special fees (insurance, permits, etc.)
• Costs of long-distance telephone, copying, drafting, blueprints, etc. (EOA copies charged at $0. 10
each for B&W, $0.35 each for color. Large format $0.15/sq ft for B&W, $0.50/sq ft for color)
• Costs of color map production supplies (color ink and large format paper)
• Costs or rental of special equipment
• Costs of authorized travel and related expenses
• Automobile mileage directly related to services, at current IRS rate.
Invoices are prepared and submitted on a monthly basis, as either final or progress billings and are payable
upon receipt unless prior arrangements have been made. Interest of 1-1/2% per month, or the maximum rate
allowed by law, is payable on accounts not paid within 30 days.
EOA, Inc, - 1410 Jackson Street - Oakland, CA 94612 - Tel: (510) 832-2852 - Fax: (510) 832--2856
EXHIBIT D
Insurance Requirements
Design Professionals, & Consultants Contracts
Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at
its own cost and expense, the following insurance policies and coverage with companies doing business in
California and acceptable to City.
V'l. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for
premises operations, products and completed operations, contractual liability, and personal and
advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a
general aggregate limit applies, either the general aggregate limit shall apply separately to this
#v� 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 limitsl
dabAdditional Insured and shall be (ithe minmum coverageispecified in this agreement; or (ii) the
itr broader coverage and maximum limits of coverage of any insurance policy, whichever is greater.
b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory,"
will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO
Form CG 20 01 (04/13).
c. The limits of insurance required may be satisfied by a combination of primary and umbrella or
excess insurance, provided each policy complies with the requirements set forth in this Contract. Any
umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage
shall also apply on a primary and non-contributory basis for the benefit of City before the City's own
insurance or self-insurance shall be called upon to protect City as a named insured.
V2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non -owned
A autos) with limits no less than $1,000,000 per accident for bodily injury and property damage.
V3. 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.
1A 0 Not required, Consultant has provided -written verification of no eniployees.
vA Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's
profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a
claims made form:
a. The Retroactive Date must be shown and must be before the Effective Date of the Contract.
b. Insurance must be maintained for at least five (5) years after completion of the Services.
c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with
a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended
reporting" coverage for a minimum of five (5) years after completion of the Services.
OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:
Exh. D -Insurance Requireinents,for Design Professionals & Consultants Contracts Form Updated Feb. 2018
Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers
("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General
Liability coverage can be' *4&'d4n,,,rhe aifOr-dorsemeal "I to
Consultant's insurance (at least as broad
as ISO Form CG 2010 (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 insunance. 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 ofpremiums.
L/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'
I f b"' favor of City for all work performed
Compensation policy shall be ends 4" h
"Y'Vit I OW0, I e su, 'r�
T, 0
by Consultant, its employees, agents and subicousultants. This provision applies regardless of whether or not
the City has received a waiver of subrogation endorsement from the insurer.
Deductibles and Set(-Jusured 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, orbetter
Verification of Coverage
Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies
effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of
the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right
to demand verification of compliance at any time duringthe Contract term.
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 byConsultant.
Adequacy of Coverage
City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior
experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice.
Exh. D -Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb, 2018
0
AC6RbP
Il�i��/�".r *
iH y� �l•�[NLr ��117151:3
DATE (MM/DDIYYYY)
11/7/2018
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.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) roust 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).
PRODUCER
Dealey, Renton & Associates
License # 0020739
P. O. Box 12675
CONTNA ACT
NancyFerrick
ONE FAX
PHNo): 510-452-2193
c o Ext : 510-465-3090 A/c
ADDRESS: nferrick@dealeyrenton.com
Oakland CA 94604-2675
INSURER(S) AFFORDING COVERAGE NAIC #
INSURERA: Travelers Indemnity Co. of Connecticut 25682
6806H44171A r^"°�
INSURED EOAINC
EDA, Inc,
1410 Jackson Street
INSURERB: Travelers Pr)perty PropertyCasualty Co ofAmeri 25674
wsURERC: Greenwich Insurance Company22322
INSURERD:
Oakland CA 94612
INSURER E :
INSURER F:
499464194 f i r,. 111111121=12 -
THIS
u s1 2
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.
INSR
LTR
TYPE OF INSURANCE
ADDL
SUBR
POLICY NUMBER
POLICY EFF
MMtDD/YYYY
POLICY EXP
MM/DD/YYYY
LIMITS
A
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE ® OCCUR
Y
Y
6806H44171A r^"°�
10/11/2018
2/9/2019'ms"`
EACH OCCURRENCE $2,000,000 },F`
DAMAGE TO RENTED
PREMISES Ea occurrence $ 1,000,000
MED EXP (Any one person) $ 10,000
PERSONAL &ADV INJURY $2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
7
POLICY LAJ PEC DLOC
GENERAL AGGREGATE $4,000,000
PRODUCTS - COMP/OP AGG $ 4,000,000
$
OTHER:
1
A
AUTOMOBILE
LIABILITY
Y
Y
BA64621_382 je+
10/11/2018
2/9/2019
Ee aBINEDtSINGLE LIMIT $ 1,000,000
BODILY INJURY (Per person) $
ANY AUTO
IAUTOS
OWNED SCHEDULED
AUTOS ONLY AUTOS
BODILY INJURY (Per accident) $
X
HIRED X NON -OWNED
ONLY AUTOS ONLY
PROPERTY DAMAGE $
Per accident
$
B
X
UMBRELLA LIAB
X
OCCUR
Y
Y
CUP7777Y43A
10111/201$
2/9/2019'`
EACH OCCURRENCE $1,000,000 (✓`
AGGREGATE $ 1,000,000
EXCESS LIAR
CLAIMS -MADE
DED RETENTION $
$
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
ANYPROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBEREXCLUDED?
N/A
Y
UB6J796552 V"
10/11/2018
2/9/2019V_
X STATUTE OERH-
E.L. EACH ACCIDENT $ 1,000,000
E.L. DISEASE - EA EMPLOYEE $ 1,000,000
(Mandatory in NH)
If yes, describe under
E.L. DISEASE - POLICY LIMIT $ 1,000,000
DESCRIPTION AF OPERATIONS below
C
Professional Liability
PEC000094418
2/9/20182/9/20191
$2,000,000 V per Claim
„
$2,000,000 Annual Aggregate
DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
RE: Development of a Green Stormwater Infrastructure Plan
,..The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are named as Additional Insured on General Liability and
Auto Liability, per policy forms, with respect to the operations of the Named Insured as required by written contract. General Liability is
Primary/Non-Contributory and severability of interests per policy form wording. Insurance coverage includes waiver of subrogation per attached. Cancellation:
30 Day/10 Day for Non -Payment of Premium. Professional Liability Deductible: $25,000 per claim, Retroactive Date: 02/09/1989
CERTIFICATE HOLDER CANr__FI F ATICIIN 3n nnvc Nnfire of r'.Ancallatinn
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Cupertino
ACCORDANCE WITH THE POLICY PROVISIONS.
Attn: Cheri Donnelly
10300 Torre Ave.
AUTHORIZED REPRESENTATIVE
Cupertino CA 95014
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD
COMMERCIAL GENERAL LIABILITY
POLICY NUMBER
ISSUED DATE: 11/7/2O18
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Names orAdditional Insured Pereon(s)orOrgan ization(s):
Any person or organization that you agree in a written contract, on this Coverage Part, provided
that such written contract was signed and executed byyoubefone.andiainefentvvhenthe
"bodily injury" or "property damage" occurs or the "personal injury" or "advertising injury" offense
is committed.
Location of Covered Operations:
Any project towhich enapplicable written contract with the described inthe Name of
Additional Insured Person(s) or Organization(s) section of this Schedule applies.
(Information required to complete this Schedule, ifnot shown above, will beshown inthe Deolarotona)
A. GeotionU—VVhn|eAn|naurodhaamendadbmin-
duda as an additional insured the person(s) or
organization(s) shown in the Sohadu|e, but only
with respect toliability for "bodily injury"."property
damage". "personal injury" or ''advertising injury"
caueed, inwhole urin pert. by:
1. Your acts oromissions; or
2. The acts Vromissions ofthose acting omyour
behalf;
inthe performance ofyour ongoing operations for
the additional inaured(o)otthe |ocotion(a)desig-
nated above.
B. With respect tnthe insurance afforded to these
additional insureds, the following additional exclu-
sions
This insurance does not apply to my" or
"property damage" occurring, or "personal injury"
or "advertising injury" arising out of an offense
committed, after:
1. All work, including moteha|s, pede or equip-
mentfurniahed in connection with such wmrk,
on the project (other than aen/ioe, mainte-
nance orrepairs) tn be performed bynron
behalf nfthe additional inourad(a)atthe loca-
tion of the covered operations has been com-
pleted; or
�2. That portion of"your work" out of which the
injury ordamage arises has been put tnits in-
tended use by any person or organization
other than another contractor oroubcmntrao-
tor engaged in performing operations for a
principal aoapart ofthe same project.
CG D3 61Q3U5 Copyright 2005The St. Paul Travelers Companies, Inc, All rights reserved. Page 1of1
IS LIED DATE: 11/7/2018
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of Additional Insured Person(s) Or Organization (s):
Any person ororganization that you agree inawritten contract toinclude saonadditional
insured on this Coverage Part for "bodily injury" or "property damage" included in the "products -
completed operations hazard", provided that such contract was signed and executed byyou
before, and ieineffect when, the bodily injury orproperty damage occurs.
Location And Description Of Completed Operations
Any project towhich an applicable contract described inthe Name of Additional
Insured Person(s) or Organization(s) section of this Schedule applies.
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
Section || — Who Is An Insured is amended to in- location designated and described in the schedule of
dude as an additional insured the person(s) or op this endorsement performed for that additional in-
ganizoton(a) shown in the Schodule, but only with ouredand included inthe "prod uuts-oonnp|etedopera-
respect to|iabi|ityfor"bodi|yirjury"mr"prnpertydmm- tions hazard".
age" caused, inwhole orinpart, by"your work" otthe
CG 20 370'04
@|SD Properties, Inc., 2004
Page 1 of 1
POLICY NUMBER: 6806H44171A COMMERCIAL GENERAL LIABILITY
THIS T CHANGES THE POLICY.L IT CAREFULLY.
OTHER INSURANCE - ADDITIONAL INSUREDS -
PRIMARY AND NON -CONTRIBUTORY WITH RESPECT TO
CERTAIN OTHER INSURANCE
This endorsement modifies insurance provided under the following`
COMMERCIAL GENERAL LIABILITY COVERAGE PART
The following is added to Paragraph 4. a., Primary (1) The "bodily injury" or "property damage" for which
Insurance, of SECTION IV — COMMERCIAL GEN- coverage is sought is caused by an 'occurrence"
ERAL LIABILITY CONDITIONS: that takes place; and
However, if you specifically agree in a written contract (2) The "personal injury" or "advertising injury" for
or agreement that the insurance afforded to an addi- which coverage is sought arises out of an offense
tional insured under this Coverage Part must apply on that is committed;
a primary basis, or a primary and non-contributory
basis, this insurance is primary to other insurance that subsequent to the signing and execution of that con -
is available to such additional insured which covers tract or agreement by you.
such additional insured as a named insured, and we
will not share with that other insurance, provided that:
G D4 25 07 08 02008 The Travelers Companies, Inc. Page 1 of 1
COMMERCIAL GENERAL LIABILITY
.*OLICY NUMBER: 68061-144171A ISSUED DATE: 11/7/2018
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US
This endorsement nxodifiealnouramoeprovdodunderthefoUowing:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Any person mrorganization that you agree inawritten contract
(If nmentry appears above, information required ho complete this endorsement will beshown inthe Declarations
amapplicable hothis endomement.\
The TRANSFER OF RIGHTS OF RECOVERY damage arising out of your ongoing operations or
AGAINST OTHERS TO UG Condition (Section |V- "your work" done under contract with that person
COMMERCIAL GENERAL LIABILITY CONDITIONS) or organization and included in the "products -
is amended by the addition of the following:
prndudo'ioamondedbythaadditionofthmhd|mwing: completed operations hazevda."This waiver applies
VVnwaive any right mfrecovery vwemay have against only to the person or organization shown in the
b
|
d
houeauua
the person or organization shown in the Schedule Sc .
above because of payments we make for injury or
CG 24 04 10 93 Copyright, Insurance Services Office, |nc,1992 Page 1of1
POLICY NUMBER"- BA6462L382 COMMERCIAL AUTO
CA 20 48 02 99
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
GARAGE COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
TRUCKERS COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified
by this endorsement.
This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An In sured Provision of
the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated
below.
Endorsement effective
10/11/2018
Named Insured
Countersigned by
EOA, Inc.
(/Autnonzeo mepresemauve)
a * 0 a. I . of
All parties as required by written contract.
(if no entry appears above, information required to complete this endorsement will be shown in the Declarations as
applicable to the endorsement.)
Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that
person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section 11 of the
Coverage Form.
CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1
AIM
TRAVELERS, W R E S CO PENS TI N
AND
EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76(00) 001
......... ...
POLICY NUMBER.- UB6J796552
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
ENDORSEMENT CALIFORNIA
(BLANKET WAIVER)
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.
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 3.00 % of the California workers'
compensation premium otherwise due on such remuneration.
Schedule
Person or Organization
ALL
• •- ORGANIZATIONS
THAT
• YOU TO OBTAIN
DATE OF ISSUE: 11/7/2018
017106
Job Description
THAT ARE PARTIE TO A CONTRACT
THIS AGREEMENT, PROVIDED YOU
THE LOSS.
ST ASSIGN: CA
