Draft Agreement with BKF Engineers — City Council and Authorities Concurrent, September 24, 2024

Design Professional Agreement with BKF Engineers Page 1 Rev. 09-28-18
EBIX Insurance No. *S20000_____

AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

BKF ENGINEERS

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and BKF Engineers, a California corporation, (Consultant). City and Consultant may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. City desires to secure the design professional services more fully described in this Agreement, at Exhibit A1, entitled “Scope of Services”; B. “Design professional” includes licensed architects, licensed landscape architects, registered professional engineers and licensed professional land surveyors; C. Consultant represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
D. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Consultant shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A1 – Scope of Services
Exhibit A2 – Corridor Images
Exhibit A3 – Milestones and Deadlines
Exhibit B1 – Schedule of Fees

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Exhibit B2 – Fees By Task
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance Addendum
Exhibit E - Title VI Assurances
Exhibit F – Notice of Exercise of Option to Extend Agreement Form This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on September 25, 2024 and terminate on September 30, 2026.

B. After the Initial Term, the City reserves the right, at its sole discretion, to extend the term of this Agreement for up to four (4) additional one-year terms through September 30, 2030 (“Option Period”), subject to budget appropriation. See Exhibit F for Notice of Exercise of Option to Extend Agreement Form.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Consultant shall perform those Services specified in Exhibits A1 – A3 within the time stated in Exhibit A3. Time is of the essence.

A. All reports, costs estimates, plans and other documentation which may be submitted or furnished by Consultant shall be approved and signed by an appropriate qualified licensed professional in the State of California.

B. The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of certificate and signature of the design professional responsible for their preparation.

4. WARRANTY
Consultant expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and

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shall conform to the specifications, requirements and instructions upon which this Agreement is based. Consultant agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Consultant. If Consultant fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Consultant for the cost incurred by City.

5. QUALIFICATIONS OF CONSULTANT - STANDARD OF CARE
Consultant represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Consultant’s representations regarding its skills and knowledge. Consultant shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

6. COMPENSATION AND PAYMENT
A. In consideration for Consultant’s complete performance of Services, City shall pay Consultant for all materials provided and Services rendered by Consultant in accordance with Exhibit B1, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is Section 1 of Exhibit B1, subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Consultant’s expense. Consultant shall not be entitled to any payment above the maximum compensation under any circumstance.

B. No retainage will be held by the agency from progress payments due to the prime consultant. Prime consultants and subcontractors are prohibited from holding retainage from subcontractors. Any delay or postponement of payment may take place only for good cause and with the agency’s prior written approval. Any violation of these provisions shall subject the violating contractor or subcontractor to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code and Section 10262 of the California Public Contract Code for construction contracts, and Section 3321 of the California Civil Code for consultant contracts. This requirement shall not be construed to limit or impair any contractual, administrative or judicial remedies, otherwise available to the contractor or subcontractor in the event of a dispute involving late payment or nonpayment by the contractor, deficient subcontractor performance and/or noncompliance by a subcontractor.

This clause applies to both DBE and non-DBE subcontractors.

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7. TERMINATION
A. T ermination for Convenience . City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Consultant.

B. Termination for Default. If Consultant fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Consultant.

C. U pon termination, each P arty shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Consultant will deliver to City all City information or material that Consultant has in its possession.

8. ASSIGNMENT AND SUBCONTRACTING
City and Consultant bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Consultant shall not hire subcontractors without express written permission from City.

Consultant shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Consultant is for the acts and omissions of persons directly employed by it.

9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

10. INDEPENDENT CONSULTANT
Consultant and all person(s) employed by or contracted with Consultant to furnish labor and/or materials under this Agreement are independent Consultants and do not act as agent(s) or employee(s) of City. Consultant has full rights to manage its employees in their performance of Services under this Agreement.

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Consultant and all other written information submitted to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant and shall not, without the prior written consent of City,

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be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Consultant which is otherwise known to Consultant or becomes generally known to the related industry shall be deemed confidential.

12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Consultant may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Consultant shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Consultant for the purpose of verifying any and all charges made by Consultant in connection with Consultant compensation under this Agreement, including termination of Consultant. Consultant agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Consultant shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

Consultant shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Consultant agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Consultant’s Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Consultant agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of the Consultant, its employees, subcontractors, or agents in the performance, or non-performance, of Services under this Agreement. With respect to claims alleging Consultant’s professional

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negligence or professional liability, Consultant’s duty to defend obligation shall be met by reimbursing an indemnified party for indemnified party’s costs of defense following a determination of Consultant’s proportionate percentage of fault.

15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Consultant shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Department of Public Works – Traffic Division 1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]

And to Consultant addressed as follows:

BKF Engineers
Attn:
1730 N. First Street, Suite 600
San Jose, CA 95112
and by e-mail at *_______________@XXX
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Consultant’s attention is called to

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the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Consultant has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

19. CONFLICTS OF INTEREST
Consultant certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Consultant and that no person associated with Consultant has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Consultant is familiar with the provisions of California Government Code section 87100 and following, and certifies that it does not know of any facts which would violate these code provisions. Consultant will advise City if a conflict arises.

20. FAIR EMPLOYMENT
Consultant shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

21. NO USE OF CITY NAME OR EMBLEM
Consultant shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

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24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

CONTINUED ON PAGE 8

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The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation

Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

BKF ENGINEERS
a California corporation

Dated:

By (Signature):

Name:

Title:

Principal Place of
Business Address:

Email Address:

Telephone: ( )
Fax: ( )
“CONSULTANT”

Design Professional Agreement with BKF Engineers/Exhibit A1-Scope of Services Page 1 Rev. 09-28-18

EXHIBIT A1

SCOPE OF SERVICES
The following Scope of Services defines the services and responsibilities of Consultant and City for professional and engineering services for bicycle facility planning, design, and environmental services for Phases 2 of the De La Cruz, Lick Mill, Scott Boulevards Bicycle Improvement Project (Project).

The Scope of Services, including Exhibit A1 and Consultant’s proposal response dated June 27, 2024 and BAFO response dated August 7, 2024 provide context, supplemental information, and are incorporated by reference to the extent not inconsistent with the Agreement.

1. GENERAL INFORMATION

1.1. Consultant will provide professional and engineering services for bicycle facility design, and environmental services Phase 2 of the De La Cruz, Lick Mill, Scott Boulevards Bicycle Improvement Project (Project). upon Bicycle and Pedestrian Advisory Committee recommendation and Council approval of Phase 1, Phase 2 of the Project can commence. The requested engineering design services for Phase 2 involve preliminary engineering, environmental clearance, preparation of construction documents (PS&E) for public works construction bidding, bid and award phase support, and construction/post- construction support.

1.2. The Scope of Work includes bicycle facility design for the construction of multiple corridors throughout the City in alignment with the City’s Bicycle Master Plan. Based on results of studies in Phase 1, bicycle facilities are planned to be implemented through roadway space reallocation (lane width modification), roadway reconfiguration (lane removal), and/or parking removal (“Project”). The Project corridors include the following three locations (refer to Exhibit A2 Corridor Images):

1.2.1. Project Location 1 includes De La Cruz Boulevard between Montague Expressway and W. Trimble Road

1.2.2. Project Location 2 includes Lick Mill Boulevard between Tasman Drive and Montague Expressway

1.2.3. Project Location 3 includes Scott Boulevard between Arques Avenue (City Border) and Saratoga Avenue

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1.3. Details for each Project location are in Table A1 below:

Table A1: Project Corridor Table
Project Corridor Study
Roadway From To
Bike
Facility
Type
Road
Reallo-
cation
Lane
Removal
Parking
Removal
Project Location 1
De La Cruz
Blvd
Montague
Expwy
Montague
Park
Class II or

IIB X X X
De La Cruz
Blvd
Montague
Park
W. Trimble
Rd
Class II,
IIB, or IV X X X
Project Location 2
Lick Mill
Blvd Tasman Dr Laird Circle
(S)
Class IIB
or IV X X
Lick Mill
Blvd
Laird Circle
(S)
Montague
Expwy
Class IIB
or IV X X
Project Location 3
Scott Blvd
Arques Ave
(City
Border)
Central
Expwy Class IIB X
Scott Blvd Central
Expwy Martin Ave Class IIB X X
Scott Blvd Martin Ave Monroe St Class II or

IIB X X
Scott Blvd Monroe St Homestead
Rd
Class II or

IIB X X X
Scott Blvd Homestead
Rd
Saratoga
Ave
Class II or

IIB X X X

1.4. Phase 2 services shall be as specified below:

1.4.1. Phase 2: Design Phase, as follows:

1.4.1.1. Phase 2A: Preliminary Engineering and Environmental Documents

1.4.1.2. Phase 2B: Detailed Design

1.4.1.3. Phase 2C: Construction Engineering

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1.5. City Assumptions
Consultant shall consider the City’s following assumptions when reviewing the Scope of Services and preparing proposal:

1.5.1. The City’s intent for the construction of Project is primarily signing and striping improvements within existing city ROW.

1.5.2. The City does not anticipate significant traffic signal modifications, pedestrian improvements (e.g. curb ramps or bulb-outs), median island modifications, or other intersection upgrades under this Project. If it is necessary to align construction costs with funding availability, striping may transition and change as necessary at intersections.

1.5.3. It is anticipated that the street pavement will require a preparatory slurry seal prior to placement of striping, and significant pavement rehabilitation is not expected for the Project.

1.5.4. Should a Preferred Alternative include Class IV facilities with physical separation, the physical separations should be assumed to be Class 1 flexible delineators and not concrete hardscape.

1.5.5. It is assumed that required design information for roadway geometry under Phase 2 can be obtained by Consultant through record research and site visits; topographical surveying or aerial photogrammetry are not anticipated to be required for the Project.

1.5.6. It is assumed that all three (3) Project Locations identified in Table 1 would be administered under one (1) construction contract.

1.5.7. The Project deadlines must be met to comply with the Federal Earmark funding requirements. See Exhibit A3 for Project deadlines and milestones. The Federal Earmark Funding construction funding obligation deadline (Caltrans E-76 approval) is September 30, 2025.

2. SCOPE OF SERVICES
Services include professional services required to achieve the City’s Objective, including preliminary engineering and environmental documentation, and final design (plans, specifications, and engineer’s estimate or PS&E) for public works bidding of the Project.

3. PHASE 2A: PRELIMINARY ENGINEERING AND ENVIRONMENTAL STUDIES Upon identification of the Selected Alternative(s) under Phase 1, and after receiving a written Notice to Proceed from City, Consultant shall provide Design Phase (Phase 2) services. The Design Phase services are anticipated to be managed by staff from the City’s Design Engineering Division and separate from City staff involved in Phase 1 of the services.

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3.1. Phase 2A: Task 1: Project Management - Refer to the table below for tasks and deliverables for Phase 2A: Task 1 Consultant will be responsible for.

Task # Task Description Task Activities
1 Project Management

1.1 Project
Management
Consultant shall:
(a) Manage its team and overall Project
activities consistent with the direction from City
in order to meet the Project design schedule
and budget.

(b) Coordinate with City, design team members,
consultants, utility companies, other
government agencies, and other affected
parties as required throughout the duration of
the Design Phase.

(c) Prepare, monitor, and update progress
schedule for Design Phase services in
Microsoft (“MS”) Project format beginning at the
Design Phase kickoff meeting and ending at
construction contract award. Schedule shall
show significant milestones for the Project.

Consultant shall notify City if there are delays in
any task of the services. In such cases,
Consultant shall make up the schedule in
subsequent tasks or provide information to City
substantiating a time extension. The schedule
shall be maintained at all times and shall be
updated each time progress and milestones are
changed.

(d) Meetings: Meetings shall be budgeted for
and invoiced under each respective Task or
activity requiring a meeting and not as Project
management. Preparation for meetings shall be
considered as included in the Task or activity
for which the meeting is involved, except as
follows:
- A Design Phase kick-off meeting shall be
conducted with designated City staff prior to
beginning work to review anticipated Tasks and
schedule, review available information and
needs, and address any outstanding questions
regarding the Project moving forward raised by
City or Consultant.
- During the course of services while there is

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Task # Task Description Task Activities
active work on the Project, Consultant shall
schedule and attend brief bi-weekly conference
calls with City. The purpose of the bi-weekly
conference calls will be to keep City appraised
on the Project's progress and address any
issues that may arise during the course of
services.
- All other meetings, except as identified above,
shall be budgeted and invoiced under the task
for which the meeting is involved.

(e) Provide monthly progress reports.

(f) Stakeholder Coordination: Consultant shall
coordinate with Project stakeholders as needed
to inform each stakeholder of the Project work
and incorporate any necessary
accommodations into the construction
documents.

(g) Invoicing and Contract Administration:

Consultant administrative staff time spent
preparing invoices for services complete shall
be considered as included in the overhead of
the Consultant’s basic hourly rates and shall
not be billed. Additionally, addressing
administrative issues regarding the professional
services agreement, such as preparing
additional services requests or budget
modifications, shall also be considered as
included in the overhead of the Consultant’s
basic hourly rates and shall not be billed.

(h) Only the designated Project Manager or
approved delegates performing Project
Management duties shall charge time to Phase
2A: Task 1 Project Management (Design
Phase). Consultant’s technical staff working on
other tasks for the Project shall not charge to
the Project Management task. Additionally, if
the Project Manager is performing technical
work related to other tasks, time spent on those
tasks shall be charged to the task and not to
Project Management.

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Task # Task Description Task Activities

(i) Consultant shall provide Project
Management services for each task in Phase
2A and 2B, beginning with the Design Phase
Notice to Proceed and ending upon completion
of the Plans, Specifications, and Estimate task.

Project Management for subsequent tasks (e.g.

Bid Support, Construction Support and Project
Closeout) shall be considered as incorporated
in the services and fees provided under those
tasks and not invoiced under the Project
Management (Design Phase) task.

Phase 2A: Task 1 Deliverables

1.1 Progress schedules in MS Project format (submitted electronically as an 11” x 17” pdf file and in native MS Project format).

Progress reports and invoices (submitted electronically).

INTENTIONALLY LEFT BLANK

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3.2. P hase 2A: Task 2. Preliminary Engineering And Environmental Clearance - Refer to the table below for tasks and deliverables for Phase 2A: Task 2 Consultant will be responsible for.

Task # Task Description Task Activities
2 Preliminary Engineering and Environmental Clearance

2.1 Preliminary
Engineering
Consultant shall:
(a) Perform all necessary assessments and
investigations to determine the existing
conditions and improvements.

(b) Review existing information, including
previous studies and as-built drawings as
available, for any potential issues associated
with the Project installation. Notify City if there
could be any expected issues based on review
of the existing information.

(c) Prepare a set of preliminary design plans
(serves as 35% design level) for use in exhibits
and contract drawings. At a minimum, the
preliminary design plans shall include, but not
limited to, City right-of-way lines, existing
improvements such as sidewalk, curb, and
gutter lines, existing roadway features,
including existing roadway delineation markings
and striping, and geometry and major features
of proposed improvements. Plans shall be:
- Drawn to scale, on D-size (22” X 34”) sheets,
at an engineering scale up to 1” = 40’ to 1”= 50’
maximum, and conforming to City’s Design
Criteria. The City’s design criteria can be found
in the following link:

Technical Documents | City
of Santa Clara (santaclaraca.gov)
- Plans are to be produced by AutoCAD 2021
or earlier versions, using a City-provided
AutoCAD template for title sheet and borders.
- May be prepared on aerial photo and/or GIS-
based backgrounds and include all
dimensioned striping elements of the bikeways,
proposed green conflict striping and crosswalks
configurations, advanced stop bars, and limits
of pavement surface preparation. City provided
aerial photos will be provided to Consultant, on
request.

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Task # Task Description Task Activities
- If any of the Selected Alternatives require civil
improvements, such as concrete work,
schematic display of said improvements.

(d) Prepare a preliminary engineer’s estimate
based upon quantities of work.

2.2 Environmental
Clearance
Consultant shall:
(a) Serve as lead in securing environmental
approvals required under Local Assistance
Process in conformance with the Caltrans Local
Assistance Procedures Manual (LAPM).

Consultant shall be the lead in preparing all
required documentation for City review, and
City will submit documentation to Caltrans.

(b) Complete the Field Review (FR) Form,
including required attachments, and attend the
Field Review meeting.

(c) Complete the Preliminary Environmental
Study (PES) form and all required documents
per Caltrans LAPM Chapter 6 in compliance
with California National Environment Policy Act
(NEPA) and other applicable environmentally
related laws. It is assumed Caltrans will be
Lead Agency for NEPA and City will be Lead
Agency for CEQA.
- Environment Review (NEPA) – Exclusion: It is
anticipated that the street and bicycle facility
upgrades to be designed and constructed will
be determined as Categorically Excluded under
23 USC 326.

(d) Review the preliminary designs for the
proposed improvements to recommend CEQA
determination, and prepare a brief
memorandum to document and support the
recommendation.
- Environment Review (CEQA) – Exemption: It
is anticipated that the street and bicycle facility
upgrades to be designed and constructed will
be determined as either categorically exempt
under the California Environment Quality Act
(CEQA) Guidelines 15302 (c), Replacement or
Reconstruction.

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Task # Task Description Task Activities

(e) In accordance with the anticipated CEQA
exemption, Consultant shall prepare a Notice of
Exemption for the improvements included in
Project. The Notice of Exemption shall be
submitted in draft for the City review and
revised/finalized for submittal based on the City
reviews. Consultant shall file the Notice of
Exemption on behalf of City and filing fees
(County filing fee and CDFW fees, if applicable)
shall be considered as a reimbursable expense.

Consultant shall also provide supporting
documentation to City for City to submit to the
State Clearinghouse under City’s CEQANET
account.
- Should a revalidation of environmental
documentation be required due to changes to
the Project in future final design activities,
Consultant shall provide any necessary support
for the revalidation.

Phase 2A: Task 2 Deliverables

2.1 Preliminary Design Plans – One (1) PDF
Preliminary Cost Estimate – One (1) PDF

2.2 Field Review (FR) and Preliminary Environmental Study (PES) Forms.

Field Review meeting notes, if requested
Memorandum of CEQA Determination Recommendation, Draft and Final Notice of Exemption
Recorded document for CEQA Filing Notice of Exemption

4. PHASE 2B: FINAL DESIGN

Upon completion of Phase 2A, and after receiving a written Notice to Proceed from City, Consultant shall provide Final Design and Construction Support for the Project.

Services related to final design shall only proceed after receiving approval of required NEPA environmental documentation through Caltrans, per Federal-Aid requirements. The City’s Design Engineering Division will have primary responsibility for the design phase of the Project.

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4.1. Phase 2B: Task 1: Agency Coordination & Permitting - Refer to the table below for tasks and deliverables for Phase 2B: Task 1 Consultant will be responsible for. Consultant shall coordinate and secure permits required for the Project. Consultant shall serve as lead in obtaining all concurrence and approvals. The following agencies and permits listed in the table below are assumed to be required.

Task # Task Description Task Activities
1 Agency Coordination and Permitting

1.1 Caltrans
Encroachment
Permit

Project Location 1 (Scott Blvd) will cross El Camino
Real which includes Caltrans right-of-way.

Consultant shall apply for and obtain a standard
Caltrans “Parent” encroachment permit, including
associated forms required for the permit including
but not limited to Caltrans forms TR-0100, TR-0402,
TR-0405, and TR-0416 . Due to the simple nature
of the improvements at this location, Consultant
shall anticipate one round of reviews for
implementation of Caltrans comments. It is
anticipated that a DEER or PEER will not be
required for the proposed improvements. It is also
anticipated that the construction contractor would
be required to obtain a “Rider” encroachment permit
during construction.
- Perform all necessary assessments and
investigations to determine the existing conditions
and improvements.

1.2 Santa Clara
County Roads &
Airports (SCCRA)
Encroachment
Permit

(a) The following locations are assumed to require
coordination with SCCRA and associated permit(s):
- Project Location 1 (De La Cruz Blvd
• Intersection with Montague Expressway
- Project Location 2 (Lick Mill Blvd)
• Intersection with Montague Expressway
- Project Location 3 (Scott Blvd)
• Intersection with San Tomas Expressway
• Intersection with Central Expressway

(b) Consultant shall perform the following activities
culminating in obtaining an “Conditional Clearance”
or “For Bidding Purposes” encroachment permit
from the County for the work:
- Coordination for County reviews at milestone
submittals, beginning at preliminary design, and
addressing all comments and necessary design

Design Professional Agreement with BKF Engineers/Exhibit A1-Scope of Services Page 11 Rev. 09-28-18

Task # Task Description Task Activities
changes.
- Preparation of truck turning template exhibits at
each County intersection showing each turning
movement for the existing and proposed lane
geometry.
- Preparation of exhibits showing lane alignment
versus vehicle signal head alignment.
- If required: Preparation of full traffic signal
modification plans showing existing poles,
equipment and conductor schedules, and the
modifications, if any. Consultant shall understand
that the County requires bicycle detector loops to
have dedicated DLC to the cabinet. The existing
signals have not been investigated by City at the
time of preparation of this RFP.

1.3 City Permits: Cities
of San Jose and
Sunnyvale
(a) The following locations are assumed to require
coordination with Cities of Sunnyvale and San Jose
and associated permit(s):
- Project Location 1 (De La Cruz Blvd
• Intersection with Trimble Rd (San Jose)
- Project Location 3 (Scott Blvd)
• Terminus with Arques Ave (Sunnyvale)

(b) Consultant shall perform the following activities
culminating in obtaining an encroachment permit
from the respective agency for the work:
- Coordination for Cities of San Jose and Sunnyvale
at milestone submittals, beginning at preliminary
design, and addressing comments and required
design changes.
- Completing all forms and documentation required
by Cities of San Jose and Sunnyvale, as required
by the issuing agency, necessary for approval.

1.4 City of Santa Clara
Bicycle and
Pedestrian
Advisory
Committee
The project is assumed to be subject to the City’s
Complete Street Policy which requires that major
transportation projects undergo a complete street
review by the City’s Bicycle and Pedestrian
Advisory Committee (BPAC). Consultant is not
expected to attend or present at the meeting, but
will be required to support the City in providing
information required for BPAC review. Consultant
shall assume that one (1) review will take place at
the 65% to 95% PS&E design milestone, and that
staff from the City’s Traffic Engineering Division will

Design Professional Agreement with BKF Engineers/Exhibit A1-Scope of Services Page 12 Rev. 09-28-18

Task # Task Description Task Activities
complete all required complete streets checklists
and agenda report.

Phase 2B: Task 1 Deliverables

1.1 thru

1.3 Permit Application Documentation
Secured Permit(s)

1.4 Fill out the Complete Streets Checklist for the BPAC deliverable.

4.2. P hase 2B: Task 2: Caltrans Construction Authorization (E -76) - Refer to the table below for tasks and deliverables for Phase 2B: Task 2 Consultant will be responsible for.

Task # Task Description Task Activities
2 Caltrans Construction Authorization (E-76)

2.1 Caltrans
Construction
Authorization (E-
76)
Consultant shall coordinate and secure the E-76
request for Construction Authorization for the
Project. Consultant shall be the lead in preparing all
documentation for City review, and City will submit
documentation to Caltrans. The following activities
are assumed to be required to obtain the E-76 for
construction, including but not limited to:
- Calculation of Disadvantaged Business
Enterprises contract goal (LAPM Chapter 9)
- Preparation of PS&E certification and checklist
(LAPM Chapter 12)
- Right of way certification, including utility
certifications(s) (LAPM Chapters 13 and 14)
- Consultant shall assume to prepare a draft
Request for Authorization Package (RFA) for
Caltrans courtesy review no later than the 95%
PS&E milestone, and final RFA for submittal in
conjunction with 100% to Final Bid Set PS&E.

Phase 2B: Task 2 Deliverables

2.1 DBE Goal Calculations
PSE Certification and Checklist
Right of Way Certification(s)
Approved E-76 issued to City

4.3. P hase 2B: Task 3: Plans, Specifications, And Estimate - Consultant shall perform engineering and design services to develop construction documents.

Refer to the table below for tasks and deliverables for Phase 2B: Task 3 Consultant will be responsible for.

Design Professional Agreement with BKF Engineers/Exhibit A1-Scope of Services Page 13 Rev. 09-28-18

Task
#
Task Description Task Activities
3 Plans, Specifications, and Estimate

3.1 65% PS&E Consultant shall:
(a) Prepare 65% construction documents (plans,
specifications, and engineers estimate) and
supporting information for City’s review and approval.

(b) Perform site visit(s) as necessary to identify
feasibility of slurry seal pavement treatment and
identify any failed pavement areas recommended to
be improved prior to installing striping.

(d) Perform Utility Record Research including
identifying utility operators, preparing, sending, and
receiving notice letters to utility operators within the Project limits.
- It is assumed that the pavement preparation for the
bicycle striping will be slurry seal, and City will require all surface features (e.g. lids, covers, monuments)
and required work to be displayed on the plans.

Consultant shall expect items of construction work to
adjust any low-facilities that exist in the pavement
surface prior to and after the slurry seal treatment,
including utilities within bike lanes.

(e) Provide technical specifications.
- Consultant shall be familiar with City’s standard
specifications and provide all Technical Specifications or Special Provisions such that they supplement, and
do not conflict with, and are not
redundant with the standard specifications. Changes
to the City’s boilerplate or deviations from the
standard specifications shall be addressed by
incorporating appropriate information into the Project
Technical Specifications or Special Provisions.

(f) Provide modified sections to City standard
specifications as needed to suit the Project. Modified
sections shall include, but not be limited to, general
information, summary of work, measurement, and
payment for bid items, permitting and agency
regulatory requirements, etc.

Design Professional Agreement with BKF Engineers/Exhibit A1-Scope of Services Page 14 Rev. 09-28-18

Task
#
Task Description Task Activities

(g) Prepare an updated engineering cost estimate.
- The Engineer’s Cost Estimate shall be an itemized
list of bid items and shall be accurate and prepared
based upon current construction pricing and escalated
to time of mid-construction using engineering
judgement. Consultant shall review recent bids, and
contact vendors, suppliers, and construction
contractors as necessary to develop an accurate cost
estimate.

(h) Meet with City staff, as needed, to review City
comments on 65% submittal and gain concurrence as
to how the documents will be revised as appropriate
to incorporate City comments in future submittals.

(i) Plan, coordinate, schedule, attend meetings, and
produce meeting minutes with action items for all
meetings with City as deemed necessary to efficiently
complete this task of the design in a timely manner.

(j) Conduct a quality control (QC) review of design
documents (Plans, Specifications, and Engineer’s
Cost Estimates).
- Provide required information to City’s Project
Specific Specification Book (Division 0, 1, and 2).

Required information from Consultant for City’s
frontend specifications shall include, but not be limited to, the following:
• Description of work
• Type of Contractor’s License required.
• Construction Duration for substantial completion
and final completion
• Bid schedule
• Requirements for Contractor’s Statement of
Qualifications (e.g., experience requirements for
similar work and contract values)
• Identification of any changes to City’s standard
specifications that are required.

Design Professional Agreement with BKF Engineers/Exhibit A1-Scope of Services Page 15 Rev. 09-28-18

Task
#
Task Description Task Activities

3.2 95% PS&E (a) Prepare 95% construction documents (plans, specifications, and engineers estimate) and
supporting information for City’s review and approval.

(b) The 95% submittal package shall incorporate
comments received from City on the 65% submittal
package. The submittal shall include a written
response to City comments including a description of
how the comments were/were not incorporated into
the submittal package. All redlined drawings shall be
returned with Consultant’s response on the redlined
drawings.

(c) Consultant shall conduct a quality control (QC)
review of the submittal in accordance with
Consultant’s Quality Assurance/Quality Control
(QA/QC) program.

(d) Consultant shall submit the 95% plans to affected
utility owners for their use and information.

(e) Meet with City staff, as needed, to review City
comments on 95% submittal and gain concurrence as
to how the documents will be revised as appropriate
to incorporate City comments in future submittals.

3.3 100% Final PS&E (a) Based on City’s comments and direction on the 95% PS&E, Consultant shall revise the 95% PS&E to
produce the 100% PS&E. Consultant shall:
- Prepare 100% construction documents and
supporting documents.
- Prepare an updated Engineering Cost Estimate with
backups of quantity calculations and support for
sources of unit pricing.
- Provide Documents for City’s PS&E approval
process. Required documents are, but not be limited
to, engineer’s estimate using the schedule of
quantities format, recent similar project bid summaries to validate engineer’s estimate, Consultant Peer
Review Certification, Consultant Lessons Learned
from other similar projects that were applied to
Project.
- 100%/Final PS&E shall be Peer reviewed and
Certification of Peer Review shall be submitted with

Design Professional Agreement with BKF Engineers/Exhibit A1-Scope of Services Page 16 Rev. 09-28-18

Task
#
Task Description Task Activities
the 100% Submittal.
- A statement to indicate Peer Review has been
performed and name, signature, and title of the
Engineer who performed it shall be added to the
Plans Cover Sheet. Peer Review is defined as an
independent review by an individual of equal or
greater expertise and experience as the engineer of
record. This individual should be independent from
and not associated with the Project but may be from
the same Consultant firm. It is further required that
the Peer Review does not replace or limit Consultant’s
internal QA/QC procedures.

The following paragraph shall be put on the company
letter head, dated, and signed by the Peer Review
Engineer.
“The undersigned hereby certifies that a professional
peer review of these plans and the required designs
was conducted by me, a professional engineer with
expertise and experience in the appropriate fields of
engineering equal to or greater than the Engineer of
Record, and that appropriate corrections have been
made.”
- Provide written response matrix to City’s comments
on 95% PS&E.
- Consultant shall conduct a quality control (QC)
review of the submittal in accordance with
Consultant’s Quality Assurance/Quality Control
(QA/QC) program.

3.4 Final Bid Set
Documents
(a) This submittal shall be considered as a limited
submittal to formalize and sign the Final Bid Set
documents, and resolution of any minor issues
remaining from the 100%/Final PS&E package. This
submittal shall address any comments from City’s
internal departments and permitting agencies as
needed.

(b) The final submittal shall consist of final Plans and Specifications, signed, stamped and dated by
Consultant in responsible charge for their preparation, including PEER Review Statement, and be
considered ready to bid. The final submittal shall be
ready for City staff approval signatures.

Phase 2B: Task 3 Deliverables

Design Professional Agreement with BKF Engineers/Exhibit A1-Scope of Services Page 17 Rev. 09-28-18

Task
#
Task Description Task Activities

3.1 65% Plans - One (1) PDF
65% Specifications - One (1) PDF and Native MS Word
65% Engineering Cost Estimate - One (1) PDF and Native MS Word

3.2 95% Plans - One (1) PDF
95% Specifications - One (1) PDF and Native MS Word
95% Engineering Cost Estimate - One (1) PDF and Native MS Word

3.3 100% Plans - One (1) PDF
100% Specifications - One (1) PDF and Native MS Word
100% Engineering Cost Estimate - One (1) PDF and Native MS Word

3.4 Bid Set Plans, Specifications, and Estimate (PDF) and Native Files

5. PHASE 2C: AS-NEEDED CONSTRUCTION ENGINEERING
All services completed within these tasks shall be on an as-needed basis and shall be specifically requested by City in writing prior to Consultant providing services. Services shall not be provided until the approved E-76 for Construction Engineering (CE) is provided to City through Caltrans and Consultant receives a written Notice to Proceed from City prior to providing services.

5.1. Phase 2C: Task 1: As-N
eeded Bid And Award Support - Consultant shall
provide assistance to City during the construction bidding and award phase, answer questions from bidders, help and prepare exhibits for addenda when necessary, assist City in evaluation of bids received, and provide a written recommendation for the award of contract, when requested. All services completed within this task shall be on an as-needed basis and shall be specifically requested by City in writing prior to Consultant providing services.

Refer to the table below for tasks and deliverables for Phase 2C: Task 1 Consultant will be responsible for if services are requested by the City.

Task # Task Description Task Activities
1 As-Needed Bid and Award Support

1.1 As-Needed Bid
and Award
Support
Upon City’s Request, Consultant shall:

(a) Attend and conduct one Pre-Bid Conference/Site
Visit.
(b) Assist City with responses to bidder’s inquiries
through City’s Project Manager.
(c) Assist City with addenda to the construction
documents as needed to respond to bidder’s inquiries
and clarify the intent of bid documents.
(d) Within fourteen (14) days from the bid opening
date, prepare and submit a conformed set of contract
I

Design Professional Agreement with BKF Engineers/Exhibit A1-Scope of Services Page 18 Rev. 09-28-18

Task # Task Description Task Activities
documents (Plans and Specifications) incorporating
any and all addenda (if applicable).

Phase 2C: Task 1 Deliverables

1.1 - Written response to bidder’s inquiries, if needed – Signed PDF. - Addenda to the Bid Documents, if needed – Signed PDF. - Written recommendation letter to award of contract for Project, if needed – Signed PDF.
- Conformed Set, if needed – One (1) PDF of Plans and Specifications, one (1) AutoCAD file of Plans, and one (1) Microsoft Word file of Specifications.

5.2. P hase 2C; Task 2: As- Needed Construction Support - The City’s Field Services Division will have primary responsibility for construction management and inspection. Consultant’s responsibility shall be to provide basic as-needed services for the construction phase under this Agreement commences with the award of construction contract and terminates on the date City approves the notice of completion of Project. All services completed within this Task shall be on an as-needed basis and shall be specifically requested by City in writing prior to Consultant providing services. Refer to the table below for tasks and deliverables for Phase 2C: Task 2 Consultant will be responsible for if services are requested by the City.

Task # Task Description Task Activities
2 As-Needed Construction Support
These services shall not be performed until a written Notice to Proceed for the services is provided by City and receipt of written approval from Caltrans of CE/CON phases for the Project.

2.1 As-Needed
Construction
Support
Upon City’s Request, Consultant shall:
(a) Attend the Pre-construction meeting and respond
to pre-construction meeting questions.

(b) Perform construction site visits.

(c) Review technical submittals, shop drawings,
product data, product samples, and product
warranties from the contractor for conformance with
the specifications and drawings. The Consultant’s
action shall be taken with such reasonable
promptness so as to cause no delay in the work,
while allowing sufficient time in Consultant’s judgment to permit adequate review. Consultant will be allowed
a maximum of seven (7) calendar days for review of
submittals.

Design Professional Agreement with BKF Engineers/Exhibit A1-Scope of Services Page 19 Rev. 09-28-18

Task # Task Description Task Activities
(d) Respond to Contractor’s Request for Information
(RFI) and Request for Substitution (RFS).

Interpretations and decisions of Consultant shall be
consistent with the intent of and reasonably inferable
from the Contract Documents and shall be in writing
or in the form of drawings. Consultant shall be
allowed a maximum of seven (7) calendar days to
respond to RFIs and RFSs that impact Project
schedule or a maximum of fourteen (14) calendar
days to respond to RFIs and RFSs that do not impact
Project schedule.

(e) Consultant shall prepare the Scope of Work,
including sketches, for Field Instructions issued to the Contractor. When requested by City, Consultant shall
review Change Order (CO) pricing and provide
written responses for City’s review and finalizing said COs.

(f) When requested by City, Consultant shall conduct
reviews to assist City to determine the date or dates
of Substantial Completion and the date of Final
Completion. Consultant’s decisions with City approval
on matters relating to aesthetic effect may be final if consistent with the intent expressed in the Contract
Documents.

(g) Upon request by City, in accordance with contract
Specifications, for Substantial Completion and later
Final Completion, Consultant shall assist City in
determining if Project is ready for the stage of
completion requested by the Contractor. Consultant
shall provide City with a written recommendation.

(h) Consultant shall perform a walk-through of Project
site, review Contractor Punch List, and provide
written response with status and action of items on
the Punch List. Consultant shall attend final walk-
through of Project site with City, verify Punch List
completion, and provide written response with
recommendation regarding Project acceptance and
close-out.

(i) Consultant shall review Contractor-supplied
Operation and Maintenance manuals and Warranties

Design Professional Agreement with BKF Engineers/Exhibit A1-Scope of Services Page 20 Rev. 09-28-18

Task # Task Description Task Activities
to determine their completeness and compliance with
Construction Contract and provide written
recommendation for acceptance.

Phase 2C: Task 2 Deliverables

2.1 - Signed PDFs of Reviewed Contractor Submittals, Shop Drawings, RFIs, RFSs, and Field Instructions.
- Signed PDFs of COs’ recommendations.
- Substantial Completion/Final Completion recommendations and Reviewed Punch List – One (1) signed PDF.

5.3. P hase 2C: Task 3: Post -Construction Phase - Refer to the table below for tasks and deliverables for Phase 2C: Task 3 Consultant will be responsible for if services are requested by the City.

Task # Task Description Task Activities
3 As-Needed Post-Construction Phase

3.1 As-Needed Post-
Construction
Phase
(a) If requested by City, provide a complete set of the Record Drawings and all X-ref files “bound,” including
other associated fonts, plot style files on AutoCAD,
including electronic copies in PDF format. Consultant
may, at its own expense, prepare and retain a copy of
each drawing for its permanent file.

(b) Record Drawings shall be based upon Redlines
maintained by the construction contractor and
provided to Consultant through the City.

Phase 2C: Task 3 Deliverables

3.1 Record Drawings – One (1) PDF and one (1) set of AutoCAD files on CD/DVD.

Design Professional Agreement with BKF Engineers/Exhibit A2-Corridor Images Page 1 Rev. 09-28-18

EXHIBIT A2

CORRIDOR IMAGES

Scott

Design Professional Agreement with BKF Engineers/Exhibit A3-Deadlines and Milestones Page 1 Rev. 09-28-18

EXHIBIT A3

DEADLINES AND MILESTONES

Milestone Date
Phase 1: Planning
BPAC (2) – Draft Concept Designs October 28, 2024
Community Survey/Meeting #1 October 2024
BPAC (3) – Traffic/Parking Analysis and
Preferred Concept Recommendations January 27, 2025
Community Survey/Meeting #2 November 2024
Draft Report December 2024
City Council Study Session January 2025
Final Draft Report January 2025
City Council Preferred Alternatives/Report
Adoption February 2025
Final Report February 2025
Phase 2: Design
Design Phase Kickoff* January 2025
E-76 Deadline September 30, 2025
*The City highly encourages design phase preparatory work (base mapping, standard provision preparation, and etc.) start before this date to meet project deadlines.

Design Professional Agreement with BKF Engineers /Exhibit B1-Schedule of Fees Page 1 Rev. 09-28-18
EXHIBIT B1

SCHEDULE OF FEES

1. MAXIMUM COMPENSATION

1.1. The maximum amount payable for all services provided under this Agreement shall not exceed Seven Hundred Sixty-Two Thousand Eight Hundred Twelve Dollars ($762,812), during the term of the Agreement. No additional services will be performed unless both Parties execute an amendment outlining the services requested and the compensation agreed for such services.

1.2. All payments are based upon City’s acceptance of Consultant’s performance of services specified in Exhibit A1, Scope of Services. City shall have no obligation to pay unless Consultant has successfully completed the work for which payment is due.

1.3. The compensation to be paid by the City is specified below:

Table B1: Total Compensation

Description Total
Phase 2A - Preliminary Engineering and Environmental Studies Task 1: Project Management $2,626
Task 2: Preliminary Engineering and Environmental Clearance $65,049 Phase 2B - Final Design
Task 1: Agency Coordination and Permitting $62,469
Task 2: Caltrans Construction Authorization (E-76) $31,762 Task 3: Plans, Specifications and Estimate (PS&E) $430,499 Phase 2C - As-Needed Construction Engineering
Task 1: As-Needed Bid and Award Support $10,649
Task 2: As-Needed Construction Support $32,215
Task 3: As-Needed Post Construction Phase $18,650
Other Direct Costs (Including subcontractor markup) $9,396 TOTAL FOR ALL TASKS AND OTHER DIRECT COSTS $663,315
Contingency $99,498
TOTAL MAXIMUM COMPENSATION NOT-TO-EXCEED $762,812

1.4. In the event, there is a need to move allocated hours from one task to a different task the City and Consultant must agree in writing to this change. This will not change the not-to-exceed maximum compensation of this Agreement.

1.5. See Exhibit B2 for task breakdown by cost and hours.

Design Professional Agreement with BKF Engineers /Exhibit B1-Schedule of Fees Page 2 Rev. 09-28-18

2. FEES

2.1. All hourly rates are fixed for the Term of the Agreement

2.2. The hourly rates for Consultant’s and Subconsultant’s Personnel are listed below in Table B2:

Table B2
Title Hourly Rate
BKF Engineers (Project Management, Civil Engineering,
Right of Way, Permits)
Gordon Sweet $ 357.35
Marcelo Cosentino $ 299.26
Carmello Cecilio $ 266.41
Cheung Wong $ 240.05
Norm Dyer $ 247.29
Andrew Michel $ 299.26
Engineering Manager $ 247.26
Sr. Project Engineer/Sr. Project Surveyor $ 230.34 Project Engineer/Project Surveyor $ 194.10
Design Engineer/Staff Surveyor $ 160.87
Technician IV $ 190.52
Clerical/Admin Assistant $ 104.49
David J. Powers & Associates (DBE) (Environmental
Support, Compliance, Permitting)
Principal Project Manager $ 266.78
Project Manager $ 16.69
Graphic Artist $ 104.20
Researcher $ 101.22
TJKM (DBE) (Transportation and Design Support)
Nayan Amin $ 284.92
Sandeep Paparaju $ 221.90
Rutvij Patel $ 221.90
Andrew Dickson $ 145.52
Devyani Padubidri $ 98.06
Aayush Kalantri $ 95.89

Design Professional Agreement with BKF Engineers /Exhibit B1-Schedule of Fees Page 3 Rev. 09-28-18

3. INVOICING REQUIREMENTS

3.1. Consultant shall invoice the City on a monthly basis for the percentage of services completed for each task by Consultant during the preceding month and provide the invoice in a format approved by the City, including but not limited to the information listed under Section 3.3 below.

3.2. City shall pay Consultant within thirty (30) days of City’s receipt of an approved invoice.

3.3. Invoices shall include, at a minimum, the following:

3.3.1. Identify the task services were provided for;

3.3.2. Description of work performed;

3.3.3. Deliverables completed;

3.3.4. Amount for services provided by task with a detailed breakout of all costs incurred and supporting documentation, including direct labor, indirect costs, other direct costs, travel, etc.; and

3.3.5. The not-to-exceed amount for the task, invoiced amount to date, amount for the current invoice, and remaining not-to-exceed amount for the task.

Design Professional Agreement with BKF Engineers /Exhibit B2-Fees By Task Page 1 Rev. 09-28-18
EXHIBIT B2

FEES BY TASK

1. PHASE 2A – PRELIMINARY ENGINEERING AND ENVIRONMENTAL STUDIES

TASK
# DESCRIPTION BUDGETE

D HOURS
HOURLY

RATE TOTAL
PHASE 2A: Preliminary Engineering and Environmental Studies 1 Project Management

1.1 Project Kick-Off Meeting $2,626
Gordon Sweet (BKF Engineers) 4 $357.35 $1,429
Marcelo Cosentino (BKF Engineers) 4 $299.26 $1,197
TOTAL FOR TASK 1 8 $2,626
2 Preliminary Engineering and Environmental Clearance

2.1 Preliminary Engineering $27,281

Gordon Sweet (BKF Engineers) 2 $357.35 $715
Marcelo Cosentino (BKF Engineers) 4 $299.26 $1,197
Cheung Wong (BKF Engineers) 12 $240.05 $2,881
Project Engineer/Project Surveyor (BKF
Engineers) 18 $194.14 $3,495
Technician IV (BKF Engineers) 32 $190.52 $6,097
Nayan Amin (TJKM) 4 $284.92 $1,140
Sandeep Paparaju (TJKM) 12 $221.90 $2,663
Rutvij Patel (TJKM) 20 $221.90 $4,438
Andrew Dickson (TJKM) 32 $145.52 $4,657

2.2 Environmental Clearance $37,769

Marcelo Cosentino (BKF Engineers) 2 $299.26 $599
Cheung Wong (BKF Engineers) 2 $240.05 $480
Principal Project Manager (David J. Power &
Associates) 30 $266.78 $8,003
Project Manager (David J. Power &
Associates) 140 $169.69 $23,757
Graphic Artist (David J. Power & Associates) 24 $104.20 $2,501 Researcher (David J. Power & Associates) 24 $101.22 $2,429 TOTAL FOR TASK 2 358 $65,049

Design Professional Agreement with BKF Engineers /Exhibit B2-Fees By Task Page 2 Rev. 09-28-18

2. PHASE 2B – FINAL DESIGN
TASK # DESCRIPTION BUDGETED
HOURS
HOURLY

RATE TOTAL
1 Agency Coordination and Permitting

1.1 Caltrans Encroachment Permit $17,553

Gordon Sweet (BKF Engineers) 4 $357.35 $1,429
Marcelo Cosentino (BKF Engineers) 8 $299.26 $2,394
Cheung Wong (BKF Engineers) 20 $240.05 $4,801
Sr. Project Engineer/Sr. Project Surveyor
(BKF Engineers) 22 $230.34 $5,067
Design Engineer/Staff Surveyor (BKF
Engineers) 24 $160.87 $3,861

1.2 Santa Clara County Roads & Airports (SCCRA) Encroachment Permit $23,514

Gordon Sweet (BKF Engineers) 2 $357.35 $715
Marcelo Cosentino (BKF Engineers) 4 $299.26 $1,197
Cheung Wong (BKF Engineers) 12 $240.05 $2,881
Sr. Project Engineer/Sr. Project Surveyor
(BKF Engineers) 8 $230.34 $1,843
Design Engineer/Staff Surveyor (BKF
Engineers) 12 $160.87 $1,930
Nayan Amin (TJKM) 4 $284.92 $1,140
Sandeep Paparaju (TJKM) 12 $221.90 $2,663
Rutvij Patel (TJKM) 24 $221.90 $5,326
Andrew Dickson (TJKM) 40 $145.52 $5,821

1.3 City Permits: Cities of San Jose and Sunnyvale $9,026

1.4 City of Santa Clara Bicycle and Pedestrian Advisory Committee $12,376

Gordon Sweet (BKF Engineers) 2 $357.35 $715
Marcelo Cosentino (BKF Engineers) 4 $299.26 $1,197
Cheung Wong (BKF Engineers) 12 $240.05 $2,881
Sr. Project Engineer/Sr. Project Surveyor
(BKF Engineers) 8 $230.34 $1,843
Design Engineer/Staff Surveyor (BKF
Engineers) 12 $160.87 $1,930
Technician IV (BKF Engineers) 20 $190.52 $3,810
TOTAL FOR TASK 1 294 $62,469

Design Professional Agreement with BKF Engineers /Exhibit B2-Fees By Task Page 3 Rev. 09-28-18
TASK # DESCRIPTION BUDGETED
HOURS
HOURLY

RATE TOTAL
2 Caltrans Construction Authorization (E-76)

2.1 Caltrans Construction Authorization (E-76) $31,762

Gordon Sweet (BKF Engineers) 4 $357.35 $1,429
Marcelo Cosentino (BKF Engineers) 12 $299.26 $3,591
Cheung Wong (BKF Engineers) 16 $240.05 $3,841
Andrew Michel (BKF Engineers) 8 $299.26 $2,394
Sr. Project Engineer/Sr. Project Surveyor
(BKF Engineers) 32 $230.34 $7,371
Project Engineer/Project Surveyor (BKF
Engineers) 32 $194.14 $6,212
Principal Project Manager (David J. Power &
Associates) 6 $266.78 $1,601
Project Manager (David J. Power &
Associates) 24 $169.69 $4,073
Graphic Artist (David J. Power & Associates) 12 $104.20 $1,250 TOTAL FOR TASK 2 146 $31,762
3 Plans, Specifications, and Estimate (PS&E)

3.1 65% PS&E $128,506

Gordon Sweet (BKF Engineers) 2 $357.35 $715
Marcelo Cosentino (BKF Engineers) 16 $299.26 $4,788
Carmelo Cecilio (BKF Engineers) 8 $266.41 $2,131
Cheung Wong (BKF Engineers) 60 $240.05 $14,403
Norm Dyer (BKF Engineers) 2 $247.29 $495
Andrew Michel (BKF Engineers) 24 $299.26 $7,182
Engineering Manager 34 $247.26 $8,407
Sr. Project Engineer/Sr. Project Surveyor
(BKF Engineers) 54 $230.34 $12,438
Project Engineer/Project Surveyor (BKF
Engineers) 94 $194.14 $18,249
Design Engineer/Staff Surveyor (BKF
Engineers) 120 $160.87 $19,304
Technician IV (BKF Engineers) 120 $190.52 $22,862
Clerical Admin Assistant (BKF Engineers) 8 $104.49 $836 Nayan Amin (TJKM) 4 $284.92 $1,140
Sandeep Paparaju (TJKM) 12 $221.90 $2,663
Rutvij Patel (TJKM) 24 $221.90 $5,326
Andrew Dickson (TJKM) 52 $145.52 $7,567

3.2 95% PS&E $114,251

Design Professional Agreement with BKF Engineers /Exhibit B2-Fees By Task Page 4 Rev. 09-28-18
TASK # DESCRIPTION BUDGETED
HOURS
HOURLY

RATE TOTAL
Andrew Michel (BKF Engineers) 20 $299.26 $5,985
Engineering Manager 30 $247.26 $7,418
Sr. Project Engineer/Sr. Project Surveyor BKF
Engineers) 42 $230.34 $9,674
Project Engineer/Project Surveyor (BKF
Engineers) 82 $194.14 $15,919
Design Engineer/Staff Surveyor (BKF
Engineers) 102 $160.87 $16,409
Technician IV (BKF Engineers) 100 $190.52 $19,052
Clerical Admin Assistant (BKF Engineers) 8 $104.49 $836 Nayan Amin (TJKM) 4 $284.92 $1,140
Sandeep Paparaju (TJKM) 12 $221.90 $2,663
Rutvij Patel (TJKM) 38 $221.90 $8,432
Andrew Dickson (TJKM) 42 $145.52 $6,112

3.3 100% PS&E $104,573

Gordon Sweet (BKF Engineers) 2 $357.35 $715
Marcelo Cosentino (BKF Engineers) 16 $299.26 $4,788
Carmelo Cecilio (BKF Engineers) 8 $266.41 $2,131
Cheung Wong (BKF Engineers) 52 $240.05 $12,483
Norm Dyer (BKF Engineers) 2 $247.29 $495
Andrew Michel (BKF Engineers) 20 $299.26 $5,985
Engineering Manager 28 $247.26 $6,923
Sr. Project Engineer/Sr. Project Surveyor
(BKF Engineers) 36 $230.34 $8,292
Project Engineer/Project Surveyor (BKF
Engineers) 76 $194.14 $14,755
Design Engineer/Staff Surveyor (BKF
Engineers) 90 $160.87 $14,478
Technician IV (BKF Engineers) 90 $190.52 $17,147
Clerical Admin Assistant (BKF Engineers) 8 $104.49 $836 Nayan Amin (TJKM) 4 $284.92 $1,140
Sandeep Paparaju (TJKM) 12 $221.90 $2,663
Rutvij Patel (TJKM) 28 $221.90 $6,213
Andrew Dickson (TJKM) 38 $145.52 $5,530

3.4 Final Bid Set Documents $83,169

Gordon Sweet (BKF Engineers) 2 $357.35 $715
Marcelo Cosentino (BKF Engineers) 12 $299.26 $3,591
Carmelo Cecilio (BKF Engineers) 6 $266.41 $1,598
Cheung Wong (BKF Engineers) 24 $240.05 $5,761
Norm Dyer (BKF Engineers) 2 $247.29 $495
Andrew Michel (BKF Engineers) 18 $299.26 $5,387
Engineering Manager 24 $247.26 $5,934

Design Professional Agreement with BKF Engineers /Exhibit B2-Fees By Task Page 5 Rev. 09-28-18
TASK # DESCRIPTION BUDGETED
HOURS
HOURLY

RATE TOTAL
Sr. Project Engineer/Sr. Project Surveyor
(BKF Engineers) 32 $230.34 $7,371
Project Engineer/Project Surveyor (BKF
engineers) 56 $194.14 $10,872
Design Engineer/Staff Surveyor (BKF
Engineers) 72 $160.87 $11,583
Technician IV (BKF Engineers) 80 $190.52 $15,242
Clerical Admin Assistant (BKF Engineers) 8 $104.49 $836 Nayan Amin (TJKM) 4 $284.92 $1,140
Sandeep Paparaju (TJKM) 12 $221.90 $2,663
Rutvij Patel (TJKM) 24 $221.90 $5,326
Andrew Dickson (TJKM) 32 $145.52 $4,657
TOTAL FOR TASK 3 2112 $430,499
TOTAL FOR PHASE 2B $524,731

3. PHASE 2C – AS-NEEDED CONSTRUCTION ENGINEERING
TASK # DESCRIPTION BUDGETED
HOURS
HOURLY

RATE TOTAL
PHASE 2C: AS-NEEDED CONSTRUCTION ENGINEERING
1 As-Needed Bid and Award Support

1.1 As-Needed Bid and Award Support $10,649

Gordon Sweet (BKF Engineers) 2 $357.35 $715
Marcelo Cosentino (BKF Engineers) 8 $299.26 $2,394
Cheung Wong (BKF Engineers) 12 $240.05 $2,881
Project Engineer/Project Surveyor (BKF
Engineers) 24 $194.14 $4,659
TOTAL FOR TASK 1 46 $21,297
2 As-Needed Construction Support

2.1 As-Needed Construction Support $32,215

Gordon Sweet (BKF Engineers) 4 $357.35 $1,429
Marcelo Cosentino (BKF Engineers) 12 $299.26 $3,591
Cheung Wong (BKF Engineers) 28 $240.05 $6,721
Sr. Project Engineer/Sr. Project Surveyor
(BKF Engineers) 32 $230.34 $7,371
Project Engineer/Project Surveyor (BKF
Engineers) 36 $194.14 $6,989
Design Engineer/Staff Surveyor (BKF
Engineers) 38 $160.87 $6,113
TOTAL FOR TASK 2 150 $32,215
3 As-Needed Post Construction Phase

I I I I

Design Professional Agreement with BKF Engineers /Exhibit B2-Fees By Task Page 6 Rev. 09-28-18
TASK # DESCRIPTION BUDGETED
HOURS
HOURLY

RATE TOTAL

3.1 As-Needed Post Construction Phase $18,650

Gordon Sweet (BKF Engineers) 2 $357.35 $715
Marcelo Cosentino (BKF Engineers) 4 $299.26 $1,197
Nayan Amin (TJKM) 4 $284.92 $1,140
Sandeep Paparaju (TJKM) 20 $221.90 $4,438
Rutvij Patel (TJKM) 28 $221.90 $6,213
Andrew Dickson (TJKM) 34 $145.52 $4,948
TOTAL FOR TASK 3 92 $18,650
TOTAL FOR PHASE 2C $72,163

4. OTHER DIRECT COSTS
Other Direct Costs
Postage/Delivery $200
Mileage/Travel $4,600
Printing/Reproduction (Internal) $0
Aerial Topography $0
Filing Fees $50
Subconsultant Markup 10% $4,546
TOTAL FOR OTHER DIRECT COSTS $9,396

I I I I

Design Professional Agreement with BKF Engineers/Exhibit C-Insurance Requirements Page 1 Rev. 09-28-18

EXHIBIT C

INSURANCE REQUIREMENTS

Without limiting the Consultant’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Consultant shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Consultant’s insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

2. Exact structure and layering of the coverage shall be left to the discretion of Consultant; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Consultant to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

Design Professional Agreement with BKF Engineers/Exhibit C-Insurance Requirements Page 2 Rev. 09-28-18
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS’ COMPENSATION

1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Consultant included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Consultant or any subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Consultant. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.

E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. A
dditional Insureds . City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Consultant’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85,

Design Professional Agreement with BKF Engineers/Exhibit C-Insurance Requirements Page 3 Rev. 09-28-18
or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. P rimary and non-co ntributing. Each insurance policy provided by Consultant shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Consultant’s insurance.

3. Cancellation.

a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of non- renewal.

4. O
ther Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit C, above.

F. A

DDITIONAL INSURANCE RELATED PROVISIONS
Consultant and City agree as follows:

1. C onsultant agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Consultant, provide the same minimum insurance coverage required of Consultant, except as with respect to limits. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Consultant agrees

Design Professional Agreement with BKF Engineers/Exhibit C-Insurance Requirements Page 4 Rev. 09-28-18
that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Consultant for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from the Consultant in the event of material noncompliance with the insurance requirements set forth in this Agreement.

G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Consultant, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Consultant shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

H. EVIDENCE OF COMPLIANCE
Consultant or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

Upon City’s request, Consultant shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be emailed to:
[email protected]
Or mailed to:

EBIX Inc.

City of Santa Clara Department of Public Works
P.O. Box 100085 – S2
Duluth, GA 30096

Design Professional Agreement with BKF Engineers/Exhibit C-Insurance Requirements Page 5 Rev. 09-28-18

Telephone number: 951-766-2280
Fax number: 770-325-0409
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Consultant shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Design Professional Agreement with BKF Engineers/Exhibit D-Labor Compliance Page 1 Rev. 09-28-18

EXHIBIT D

LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

A. Prevailing Wage Requirements

1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk’s office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required.

Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified

Design Professional Agreement with BKF Engineers/Exhibit D-Labor Compliance Page 2 Rev. 09-28-18
payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered “public works contractor” with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a “public works contractor”. Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney’s fee relating to such fine.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is

Design Professional Agreement with BKF Engineers/Exhibit D-Labor Compliance Page 3 Rev. 09-28-18
practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

C. Enforcement

1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor’s failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.

City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements.

These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

Design Professional Agreement with BKF Engineers/Exhibit E-Title VI Assurances Page 1 Rev. 09-28-18

EXHIBIT E

TITLE VI ASSURANCES

APPENDIX A
During the performance of this Agreement, the contractor, for itself, its assignees and successors in interest (hereinafter collectively referred to as CONSULTANT) agrees as follows:
a. Compliance with Regulations:

CONSULTANT shall comply with the regulations
relative to nondiscrimination in federally assisted programs of the Department of Transportation, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the REGULATIONS), which are herein incorporated by reference and made a part of this agreement. b. Nondiscrimination: CONSULTANT, with regard to the work performed by it during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, national origin, religion, age, or disability in the selection and retention of sub- applicants, including procurements of materials and leases of equipment.

CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the agreement covers a program set forth in Appendix B of the Regulations.
c. Solicitations for Sub-agr
eements, Including Procurements of Materials and
Equipment: In all solicitations either by competitive bidding or negotiation made by CONSULTANT for work to be performed under a Sub-agreement, including procurements of materials or leases of equipment, each potential sub-applicant or supplier shall be notified by CONSULTANT of the CONSULTANT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin.
d. Information and Reports: CONSULTANT shall provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the recipient or FHWA to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, CONSULTANT shall so certify to the recipient or FHWA as appropriate, and shall set forth what efforts CONSULTANT has made to obtain the information.
e. Sanctions for Noncompliance: In the event of CONSULTANT’s noncompliance with the nondiscrimination provisions of this agreement, the recipient shall impose such agreement sanctions as it or the FHWA may determine to be appropriate, including, but not limited to:

Design Professional Agreement with BKF Engineers/Exhibit E-Title VI Assurances Page 2 Rev. 09-28-18
i. withholding of payments to CONSULTANT under the Agreement within a reasonable period of time, not to exceed 90 days; and/or ii. cancellation, termination or suspension of the Agreement, in whole or in part.

f. I ncorporation of Provisions : CONSULTANT shall include the provisions of paragraphs (1) through (6) in every sub-agreement, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto.

C
ONSULTANT shall take such action with respect to any sub-agreement or procurement as the recipient or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event CONSULTANT becomes involved in, or is threatened with, litigation with a sub- applicant or supplier as a result of such direction, CONSULTANT may request the recipient enter into such litigation to protect the interests of the State, and, in addition, CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States.

APPENDIX E
During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest (hereinafter referred to as the “CONSULTANT”) agrees to comply with the following nondiscrimination statutes and authorities, including, but not limited to:

Pertinent Non-D
iscrimination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
• U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);
• Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), prohibits discrimination on the basis of sex;
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), prohibits discrimination on the basis of age);

Design Professional Agreement with BKF Engineers/Exhibit E-Title VI Assurances Page 3 Rev. 09-28-18
• Airport and Airway Improvement Act of 1982, (49 U.S.C. § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);
• The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act, which prohibit discrimination of the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations 49 C.F.R. parts 37 and 38;
• The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English Proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C.1681 et seq).

Design Professional Agreement with BKF Engineers/Exhibit F-Notice of Exercise of Option Form Page 1 Rev. 09-28-18

EXHIBIT F

NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT FORM

AGREEMENT TITLE:

CONSULTANT:

DATE:

Pursuant to Section __ of the Agreement referenced above, the City of Santa Clara hereby exercises its option to extend the term under the following provisions:

OPTION NO. # of #

NEW OPTION TERM
Begin date:

End date:

CHANGES IN RATE OF COMPENSATION

Percentage change in CPI upon which adjustment is based:

Pursuant to Section ___ of the Agreement the rates of compensation are hereby adjusted as follows:
(use attachment if necessary)

MAXIMUM COMPENSATION for New Option Term:

For the option term exercised by this Notice, City shall pay Consultant an amount not to exceed the amount set forth above for Consultant’s services and reimbursable expenses, if any. The undersigned signing on behalf of the City of Santa Clara hereby certifies that an unexpended appropriation is available for the term exercised by this Notice, and that funds are available as of the date of this signature.

Approved as to Form:

Dated:

GLEN R. GOOGINS
City Attorney

JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771

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City Council and Authorities ConcurrentSeptember 24, 2024

City Council and Authorities Concurrent
September 24, 2024