HomeMy WebLinkAboutCC Resolution 26-13405 - Consultant Service Agreement to BFK EngineersRESOLUTION NO. 26-13405
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL
APPROVING AND AWARDING A CONSULTANT SERVICES AGREEMENT TO BKF
ENGINEERS AND APPROVING A FUNDING AGREEMENT WITH VTA FOR THE
HAMILTON AVENUE/HIGHWAY 17 SOUTHBOUND OFF -RAMP WIDENING
PROJECT 24-CC; AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE
SAID AGREEMENTS
WHEREAS, on January 15,2026, the City issued a Request for Proposal (RFP) for design
consultant services for the Hamilton Avenue/Highway 17 Southbound Off -ramp Widening
Project 24-CC; and
WHEREAS, the Hamilton Avenue/Highway 17 Southbound Off -ramp Widening Project
24-CC design phase scope of work would prepare the design plans, specifications and
estimates (PS&E), and environmental clearance following Caltrans process; and
WHEREAS, the City received two proposals in response to the RFP; and
WHEREAS, BKF Engineers was found to be the most qualified for the project; and
WHEREAS, the cost proposal from BKF Engineers was $600,000 for basic services that
includes developing plans, specifications and estimates (PS&E), environmental
clearance in compliance with California Environmental Quality Act (CEQA) requirements,
and
WHEREAS, the City proposes a 10% design contingency in the amount of $60,000, and
WHEREAS, the City also intends to pursue coordination with Caltrans to obtain National
Environmental Policy Act (NEPA) clearance in order to position the project for future
federal construction funding opportunities; and
WHEREAS, an additional $40,000 will be required to support this effort; and
WHEREAS, the City has received developer contributions for a total of $544,000 towards
the project; and
WHEREAS, the Santa Clara Valley Transportation Authority (VTA) awarded $2.4 million
in 2016 Measure B Highway Improvement Grant Program to the Hamilton
Avenue/Highway 17 Southbound Off -ramp Widening project; and
WHEREAS, staff recommends using $256,000 of the $2.4 million 2016 in Measure B
Highway Program funds available for the project towards the design phase; and
WHEREAS, the remainder of the 2016 Measure B funds for the project in the amount
$2,144,000 will be retained for the construction phase; and
WHEREAS, the funding agreement with VTA provides a project description and outlines
the terms of the agreement including the project cost, each party's financial contribution
to the cost of the project, reimbursement, eligible use of funds, invoicing, and each party's
responsibilities.
NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Campbell
does hereby approve and award a consultant services agreement with BKF Engineers
for the Hamilton Avenue/Highway 17 Southbound Off -ramp Widening Project 24-CC in
the amount of $640,000 plus a 10% design contingency for an amount not to exceed
$700,000; 2) approve a funding agreement VTA for the Hamilton Avenue/Highway 17
Southbound Off -ramp Widening Project 24-CC in the amount of $256,000; and 3)
authorize the City Manager to execute said agreements with BKF Engineers and with the
Santa Clara Valley Transportation Authority (VTA).
PASSED AND ADOPTED this 16th day of June, 2026, by the following roll call vote:
AYES: Councilmembers: Lopez, Hines, Scozzola, Bybee, Furtado
NOES: Councilmembers: None
ABSENT: Councilmembers: None
APPROVED:
Daniel E. Furt do, ayor
ATTEST:
,iVO4 CC
Andrea Sanders, City Clerk
FUNDING AGREEMENT
BETWEEN
CITY OF CAMPBELL
AND
SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
FOR
HAMILTON AVENUE/STATE ROUTE (SR) 17 SOUTHBOUND OFF -RAMP WIDENING PROJECT
This Agreement ("Agreement") is between the City of Campbell, referred to herein as "City", and
the Santa Clara Valley Transportation Authority, referred to herein as "VTA" and is entered into as of the
last date of signature below ("Effective Date"). Hereinafter, City and VTA may be individually referred to
as "Party" or collectively referred to as "Parties".
I. Recitals
1. Whereas, on June 24, 2016, the VTA Board of Directors adopted a resolution to place a ballot measure
before the voters of Santa Clara County in November 2016 to authorize a one-half of one percent
retail transaction and use tax ("2016 Measure B") for 30 years for nine transportation -related program
categories; and
2. Whereas, on November 8, 2016, the voters of Santa Clara County enacted 2016 Measure B for 30
years to pay for the nine transportation -related program categories; and
3. Whereas, on October 5, 2017, the VTA Board of Directors established the 2016 Measure B Program
("Program"), which includes a Highway Interchanges program category ("Highway IC Category"), to
fund highway projects from the list of eligible projects throughout the valley that will provide
congestion relief, improved highway operations, and freeway access; and
4. Whereas, the Hamilton Avenue/State Route (SR) 17 Southbound Off -Ramp Widening Project
("Project") is an eligible project within the 2016 Measure B Highway IC Category; and
5. Whereas, VTA and City desire to specify herein the terms and conditions under which VTA will
administer Highway IC Category funds to City per the Highway IC Category Guidelines for the Project.
Now, therefore, for good and valuable consideration, the Parties agree as follows:
Page 1 of 19
II. Agreement
A. Project Description
The Project will widen the State Route (SR) 17 southbound off -ramp from its existing configuration
of two left turn lanes, one through -left and one right -turn lane to three left turn lanes, one
through lane and one right -turn lane. The Project will also accommodate future bicycle and
pedestrian improvements along Hamilton Avenue.
B. Scope of Work
The Scope of Work ("SOW") for this Agreement is the environmental clearance for the Project
under the California Environmental Quality Act ("CEQA") and National Environmental Policy Act
("NEPA"), and the preparation of plans, specifications, and estimates ("PS&E") package in
compliance with State of California ("Caltrans") and City requirements for the Project.
C. Term of Agreement
The term of this Agreement will commence on the Effective Date and continue through the earlier
of: (i) December 31, 2028, (ii) completion of the SOW, (iii) cancellation of the SOW, or (iv)
termination of this Agreement pursuant to these terms and conditions (the "Term").
D. Cost of Scope of Work
Total SOW Cost. The total cumulative dollar amount actually incurred and expended toward the
SOW by all Parties involved, as measured at the completion or termination of the SOW ("Total
SOW Cost") is expected to be $800,000 ("Budgeted SOW Cost").
E. Financial Contribution to Cost of Project
1. VTA's Financial Contribution to the SOW. VTA will contribute Highway IC Category funds in
an amount not to exceed $256,000 for City to use for completion of the SOW ("VTA's Financial
Contribution"). All VTA funds will be available on a reimbursement basis for Eligible Costs (as
defined in Paragraph G.1 below), pursuant to Section F of this Agreement.
2. City's Financial Contribution to the SOW. City is solely responsible for (i) all funds it has
expended toward the Project prior to the Effective Date and (ii) all funds required to
complete the SOW beyond VTA's Financial Contribution to the SOW, as described in Section
E(1). City's contribution to the Total SOW Cost is $544,000 and is credited toward the non -
Page 2 of 19
2016 Measure B contribution requirement as identified in the Highway IC Category
Guidelines attached hereto and incorporated herein as Attachment A.
F. Reimbursement.
1. VTA will reimburse City in the amount of: (i) the total Eligible Costs, as defined in Paragraph
G.1., submitted to VTA by the City; or (ii) VTA's Financial Contribution to the Project,
whichever is less. VTA will reimburse City based on receipt of invoices showing Eligible Costs
incurred and paid for by City. VTA will not reimburse City for any costs that are not Eligible
Costs.
2. If this Agreement is terminated, as set forth in Paragraph R, VTA will not be responsible for
reimbursing any costs or expenses City incurs after the effective date of termination.
G. Eligible Use of Funds.
1. Eligible Costs. VTA will only reimburse City for actual costs directly related to
performance of the Project. For purposes of this Agreement, "Eligible Costs" are as
described below. No other expenses will be subject to reimbursement as Eligible Costs
without the prior written approval of VTA.
a. Direct Labor Costs.
b. Travel Expenses. Travel expenses (as described below), which must be
authorized by VTA in writing prior to City, consultants, and/or contractors
incurring them. VTA may deny reimbursement of any travel expense
incurred by City, consultants, and/or contractors prior to VTA's written
approval. If VTA approves travel, VTA will reimburse the following types
of travel expenses related to performance of the SOW at the following
per -diem or lump sum rates:
i. Car Rental: $50/day (including all gas and all associated fees);
ii. Flight: The rates set forth as GSA City Pairs Gov't "YCA" Fare
(https://www.gsa.gov/plan-book/transportation-airfare-pov-
etc/airfare-rates-city-pair-program);
iii. Food/Beverage and Hotel: The rates set forth as GSA per diem
rates (https://www.gsa.gov/travel/plan-book/per-diem-rates); and
iv. Mileage: The rates set forth as GSA mileage allowance (see
https://www.gsa.gov/travel/plan-a-trip/transportation-airfare-
Page3of19
rates- pov-rates-etc/privately-owned-vehicle-pov-mileage-
reimbursement).
c. Other Direct Costs. VTA will reimburse parking, tolls, deliveries, printing, plan
reproduction, blueprint services, and any other expenses directly associated
with the Project at actual cost without markup. City must provide appropriate
supporting documentation, including detailed receipts. If any of the other direct
costs described in this paragraph will exceed $500.00, City must receive VTA's
written approval prior to incurring such expense. VTA may deny reimbursement
of any such other direct cost expense incurred by City, prior to VTA's written
approval.
d. Indirect Costs. VTA will reimburse indirect costs in accordance with Federal
Transit Administration approved rates and plans.
2. Ineligible Costs. Ineligible costs are costs not specifically identified as "Eligible
Costs." Specific "Ineligible Costs" include, but are not limited to, the following:
a. Expenses for organizational functions excepting those described as "indirect
costs" above, businesses services, and information technology including, but
not limited to telephone charges, computer costs, CAD machine charges, in-
house copying charges, and facsimile charges will not be reimbursed as
other direct costs;
b. Rent and utilities; and
c. Alcohol, travel upgrades, fines, memberships, loss of personal property or cash,
"no shows," or personal itinerary changes.
3. Should the eligibility of a cost be questioned, VTA will determine, in writing, the
eligibility of a cost before the cost is incurred. In its performance under this
Agreement, all Parties will strictly comply with all VTA 2016 Measure B Program
requirements set forth in the Highway IC Guidelines (Attachment A).
H. Invoicing to VTA.
1. City must submit invoices to VTA.AccountsPayable@vta.org for reimbursement of work
completed on the Project. Each invoice must include all records, including staff hours,
contractors' invoices, miscellaneous invoices, force account charges, and any other
documentation requested by VTA as substantiation for invoices submitted for
Page 4 of 19
reimbursement. Invoices may not be submitted more frequently than monthly and must be
submitted within one year of City incurring the cost(s).
2. All invoices must detail:
a. Eligible Costs actually incurred and paid by City;
b. Total reimbursement amount (in dollars) requested;
c. Total amount reimbursed by VTA to date; and
d. SOW tasks or milestones completed for which City incurred Eligible Costs during the
relevant billing cycle.
3. VTA will remit the amount due to City within 30 calendar days of receipt of a complete, fully
documented invoice.
I. Return of Funds.
The provisions set forth in this section will survive the termination or expiration of this Agreement.
1. In the event that VTA reimburses costs and later learns that such costs are not Eligible Costs,
City must, no later than fifteen (15) business days after receipt of written notice thereof from
VTA, return the full amount of the funding received for such Ineligible Costs to VTA.
2. In the event that City fails to comply with any applicable VTA 2016 Measure B Program
requirements (including those set forth in Attachment A), City must, no later than fifteen (15)
business days after receipt of written notice thereof from VTA, return the full amount of all
funding received from VTA under this Agreement.
J. City's Responsibilities.
1. Implementing Agency Tasks. City will be the sponsor and implementing agency for the
Project. In its role as sponsor and implementing agency under this Agreement, City must
perform the following tasks:
a. Procure professional services, as needed, for the Project including, but not limited to, the
following activities: advertising the work via a public solicitation, opening proposals and
bids in response to the public solicitation, awarding a contract, approving contract
documents, and administering the awarded contract in accordance with all applicable
laws, regulations, and codes including, but not limited to, the California Public Contract
Code and the California Labor Code;
b. Obtaining all necessary permits for performance of the Project, as applicable;
Page 5 of 19
c. Performing community engagement activities for the Project, as applicable;
d. Make City staff available to present on the Project at VTA committees as needed; and
e. Conducting standard close-out activities for the Project including, but not limited to,
performing final accounting review and reviewing all contractual requirements.
2. Other Project Management Duties. City must also perform the following duties:
a. Complete and submit to VTA the most current version of VTA's 2016 Measure B Complete
Streets Checklist ("Complete Streets Checklist") for the Project within five business days
of the Effective Date;
b. Actively monitor actual Project expenditures to ensure that the 2016 Measure B funds
are used to reimburse Eligible Costs only;
c. Provide VTA with written semi-annual progress updates on the SOW including, but not
limited to, updates on Project expenditures, any changes in scope and schedule,
community engagement outcome, and Project status in a format previously provided to
City;
d. Provide VTA copies of Project deliverables including, but not limited to, reports, designs,
drawings, plans, specifications, schedules, and other materials, as requested; and
e. Submit the Project's final report to VTA, which must be in writing and must include
information regarding final Project costs and study results, along with any other
information VTA may require ("Final Report").
K. VTA's Responsibilities.
1. VTA will perform and/or be responsible for the following tasks to perform oversight for
Project:
a. Provide Complete Streets Checklist form to City and review completed checklist for
Project to ensure Complete Streets compliance;
b. Provide semi-annual progress reporting form to City and review completed progress
reports for SOW to provide oversight of the delivery of Project and to ensure Project
complies with the Highway IC Guidelines.
2. Pay the amount due to City within 30 calendar days of receipt of a complete, fully -
documented invoice for Eligible Costs.
Page 6 of 19
L. Indemnification.
Neither VTA nor any officer or employee thereof will be responsible for any damage or liability arising
out of or relating to City's negligence, recklessness, or willful misconduct under or in connection with
any work, authority, or jurisdiction associated with the Agreement. City shall fully indemnify and hold
VTA harmless from any liability imposed for injury (as defined by Government Code §810.8) arising
out of or relating to City's negligence, recklessness, or willful misconduct under or in connection with
any work, authority or jurisdiction delegated to City under this Agreement.
Neither City nor any officer or employee thereof will be responsible for any damage or liability
arising out of or relating to VTA's negligence, recklessness, or willful misconduct under or in
connection with any work, authority, or jurisdiction associated with the Agreement. VTA shall fully
indemnify and hold City harmless from any liability imposed for injury (as defined by Government
Code §810.8) arising out of or relating to VTA's negligence, recklessness, or willful misconduct under
or in connection with any work, authority, or jurisdiction delegated to VTA under this Agreement.
M. Insurance.
At all times during this Agreement, City must comply with the insurance requirements and
specifications of the attached Attachment B, Insurance Requirements. City may, in its discretion, elect
to self -insure, but any such self-insurance must meet the requirements and specifications in
Attachment B.
N. Additional Insured and Indemnity Provision.
In any agreement executed between the City and a third party for purposes related in any way to the
subject matter of this Agreement ("Third Party Contract"), City must require that VTA be named as (i)
an additional insured on a primary and non-contributory basis with separation of insureds and waiver
of subrogation on all policies of insurance, except when not applicable and (ii) an indemnified party
in any indemnity provision contained in the Third Party Contract. Third Party Contracts must contain
insurance requirements with coverages at least as broad as, and limits at least as great as, the
requirements of Attachment B.
O. Public Works.
If City awards a contract to a third party for the performance of a public work, as defined in California
Labor Code Sections 1720 through 1720.6 ("Public Works Contract"), in connection with this
Agreement, City must comply, and must require such third party to comply, with the requirements of
California Labor Code Sections 1720 et seq. If the Public Works Contract is funded in whole or in part
with federal funds, City must also comply, and must require such third party to also comply, with the
requirements of the Davis Bacon Act (40 U.S.C. Sections 3141-3144 and 3146-3148).
Page 7 of 19
P. Compliance with Applicable Law.
In the execution of the Project and performance of its responsibilities under this Agreement, City must
comply with all applicable requirements of local, state, and federal laws.
Q. Compliance with 2016 Measure B Requirements.
In its performance under this Agreement, City must comply with, and must ensure Project compliance
with, all 2016 Measure B requirements set forth in the Highway IC Guidelines.
R. Termination
1. Either Party may at any time terminate this Agreement by giving 10 business days written
notice of such termination to the other Party. Notice must identify the effective date of such
cancellation and must be provided in accordance with the terms and conditions of this
Agreement.
2. In the event of termination under this Section II.R, City must submit its final invoice to VTA
within 30 calendar days of the effective date of termination, and such invoice will be solely
for Eligible Costs City incurred prior to termination.
S. Audit and Records.
1. City must maintain, and must require their contractors to maintain, in accordance with
generally accepted accounting principles and practices, complete books, accounts, records,
and data pertaining to services performed under this Agreement, including the costs of
contract administration. Such documentation must be supported by properly executed
payrolls, invoices, contracts, and vouchers evidencing in detail the nature and propriety of
any charges and must be sufficient to allow a proper audit of services. All checks, payrolls,
invoices, contracts, and other accounting documents pertaining in whole or in part to the
services must be clearly identified and readily accessible.
2. For the duration of the Agreement, and for a period of five years after final payment, each
Party and its representatives must have access during normal business hours to any books,
accounts, records, data, and other relevant documents ("Records") of the other Party that are
pertinent to this Agreement for audits, examinations, excerpts, and transactions. The other
Party must furnish copies of the Records upon request.
T. Notices / Authorized Representatives.
Page 8 of 19
1. Notices must be in writing and addressed to the other Party's Authorized Representative
("Recipient") and will be deemed delivered or received on the date personally delivered to
the Recipient or when deposited by registered or certified mail with postage and charges
prepaid.
2. The Parties' "Authorized Representatives" are as follows:
VTA:
Marcella Rensi
Deputy Director, Grants
Santa Clara Valley Transportation Authority
3331 N First Street
San Jose, CA 95134
Email: marcella.rensi@vta.orR
City of Campbell:
Amy Olay
Director, Public Works
City of Campbell
70 North First Street
Campbell, CA 95008
Email: amyo@campbellca.gov
3. Written notification to the other Party must be provided, in advance, for changes in the name
or address of an Authorized Representative stated above.
U. General Terms and Conditions.
1. Headings. The subject headings of the articles and paragraphs in this Agreement are included
for convenience only and will not affect the construction or interpretation of any of its
provisions.
2. Incorporation of Exhibits and Attachments. All exhibits and attachments referenced in this
Contract are incorporated into it by this reference.
3. Construction and Interpretation of Agreement. This Agreement, and each of its provisions,
terms, and conditions, has been reached as a result of negotiations between the Parties.
Accordingly, each Party expressly acknowledges and agrees that (i) this Agreement will not be
deemed to have been authored, prepared, or drafted by any particular Party and (ii) the rule
of construction to the effect that ambiguities are to be resolved against the drafting party will
not be employed in the interpretation of this Agreement or in the resolution of disputes.
Page 9 of 19
4. Amendment. Except as expressly provided in this Agreement, its provisions cannot be altered,
modified, or amended except through the execution of a written amendment executed by
the Parties.
S. Entire Agreement. This Agreement constitutes the entire agreement between the Parties
relating to the subject matter and supersedes all prior negotiations, contracts, agreements,
or understandings, whether oral or written, of the Parties regarding the subject matter.
6. No Waiver. The failure of either Party to insist upon the strict performance of any of the
terms, covenants, or conditions of this Agreement will not be deemed a waiver of (i) any right
or remedy that either Party may have or (ii) either Party's right to require strict performance
of all of the terms, covenants, and conditions of this Agreement.
7. Dispute Resolution.
a. If a question or allegation arises regarding (i) interpretation of this Agreement or its
performance, or (ii) the alleged failure of a Party to perform, the Party raising the question
or making the allegation must give written notice thereof to the other Party. The Parties
must promptly meet in an effort to resolve the issues raised. If the Parties fail to resolve
the issues raised, alternative forms of dispute resolution, including mediation, may be
pursued by mutual agreement. It is the intent of the Parties to the greatest extent possible
to avoid litigation as a method of dispute resolution.
b. Notwithstanding the foregoing, nothing in this Section ILU will be deemed to prevent a
Party from filing suit or an administrative action to preserve its right to assert a claim
within any applicable statute of limitations. To the extent practicable, the Parties will
negotiate in good faith to create a tolling agreement to toll such statute(s) of limitations
to allow for the Parties to engage in dispute resolution provisions of this Agreement prior
to filing of such actions.
8. Severability. If any provisions of this Agreement (or portions or applications of it) are held to
be unenforceable or invalid by any court of competent jurisdiction, (a) the Parties will
negotiate in good faith to make an equitable adjustment to the Agreement provisions with a
view toward effecting the Agreement's purpose, and (b) the remaining provisions (or
portions or applications of them) will remain valid and enforceable.
9. Governing Law. The laws of the State of California will govern this Agreement and any claim
that might arise between City and VTA without regard to conflict of law provisions.
10. Venue. Any lawsuit or legal action arising from this Agreement must be commenced and
prosecuted in the courts of Santa Clara County, California. City agrees to submit to the
Page 10 of 19
personal jurisdiction of the courts located in Santa Clara County, California for the purpose of
litigating all such claims.
11. Ownership of Work. All reports, designs, drawings, plans, specifications, schedules, studies,
memoranda, and other documents assembled for or prepared by or for the City relative to
the Project are the sole property of the City unless otherwise agreed upon by the City.
12. Attribution to VTA. City must include attribution to VTA that indicates part of the work was
funded by 2016 Measure B Funds. This provision applies to any project or publication that
was funded in whole or in part by 2016 Measure B funds. Acceptable forms of attribution
include 2016 Measure B's branding on Project -related documents, construction signs, public
information materials, and any other applicable documents. VTA will provide 2016 Measure
B branding to City for this purpose.
13. Non-discrimination. The Parties and any contractors performing services on behalf of the
Parties ("Contractors") will not unlawfully discriminate or permit discrimination, harass, or
allow harassment against any person or group of persons because of race, color, religious
creed, national origin, ancestry, age (over 40), sex, gender, gender identity, gender
expression, sexual orientation, marital status, pregnancy, childbirth or related conditions,
medical condition (including cancer), mental disability, physical disability (including HIV and
AIDS), genetic information, or military and veteran's status, or in any manner prohibited by
federal, state, or local laws. In addition, the Parties and Contractors must not unlawfully deny
any of their employees family care leave or discriminate against such employees on the basis
of having to use family care leave. The Parties and Contractors must ensure that the
evaluation and treatment of their employees and applicants for employment is free of such
discrimination and harassment.
14. Public Records. The Parties recognize and acknowledge that each Party is subject to the
California Public Records Act, California Government Code Section 6250 et seq. Public Records
are subject to disclosure.
15. Relationship of the Parties. It is understood that this is an Agreement by and between
independent parties and does not create the relationship of agent, servant, employee,
partnership, joint venture or association, or any other relationship other than that of
independent contractor.
16. Counterparts; Electronic Signatures. This Agreement may be executed in one or
more counterparts, each of which will be deemed an original but all of which will constitute
one and the same instrument. Unless otherwise prohibited by law, VTA policy, or City
ordinance or policy, the Parties agree that an electronic copy of a signed contract, or an
electronically signed contract, has the same force and legal effect as a contract executed with
an original ink signature. The term "electronic copy of a signed contract" refers to a writing as
Page 11 of 19
set forth in Evidence Code Section 1550. The term "electronically signed contract" means a
contract that is executed by applying an electronic signature using technology approved by
each of the Parties.
17. Authority to Execute Agreement. Each Party to this Agreement represents and warrants that
each person whose signature appears below is authorized and has the full authority to
execute this Agreement on behalf of the entity that is a Party to this Agreement.
Page 12 of 19
The Parties have caused their undersigned, duly authorized signatories to execute this Agreement on
the dates set forth below.
Santa Clara Valley Transportation Authority
Carolyn M. Gonot
General Manager/CEO
Date
Approved as to Form:
Vrunda Shah
Staff Attorney II
Date
City of Campbell
Brian Loventhal
City Manager
Date
Approved as to Form:
William Seligmann
City Attorney
Date
Page 13 of 19
ATTACHMENT A
2016 Measure B Highway Interchanges Program Guidelines
[Revised and approved by VTA Board of Directors: August 4, 2022]
To fund highway projects throughout the valley that will provide congestion relief, improved
highway operations and freeway access, noise abatement, roadway connection overcrossings,
and deploy advanced technology through Intelligent Transportation Systems (ITS). Candidate
Projects are set forth in Attachment B.
Total Funding
11.90% of Program Tax Revenues
Pro -gram Type
Need/Capacity-based program
• Must comply with Board -approved Project Readiness Criteria
Project Readiness Criteria
• Project delivery status: Allocations for projects in the 10-year Program will be based on
project delivery phases and completion of each phase. Projects must complete prior
delivery phase(s) as a prerequisite for allocation of funds in a Biennial Budget for the
next phase.
• Funding status: Project must have non-2016 Measure B match funds identified for
inclusion in the 10-year Program and secured for a Biennial Budget allocation.
• Partner agency/community support: Partner agencies must be identified for inclusion in
the 10-year Program. Community, permitting agency and partner agency support must
be demonstrated for a Biennial Budget allocation.
Distribution of Funds
• Funds will be allocated on a two-year cycle, in conjunction with the VTA Biennial
Budget process.
• Funds will be distributed through two competitive grant programs: Capital Projects and
Noise Abatement.
• As candidate projects move forward and meet the Project Readiness criteria, the project
sponsor will submit requests to the 2016 Measure B Program Office for inclusion in the
Biennial Budget and/or 10-year Program.
• The 2016 Measure B Program Office will program funding based on the Project
Readiness criteria in the Biennial Budget and/or 10-year Program to complete project.
• Based on the project's ability to meet the Project Readiness Criteria, VTA will develop
and enter funding agreements with the project sponsor.
Page 14 of 19
• Funds will be distributed on a reimbursement basis.
Implementation
• Only projects and programs currently listed on 2016 Measure B Attachment B are
eligible for Highway Interchanges program funds.
• Only VTA, Caltrans and Member Agencies can serve as an implementing agency.
• Capital Projects are in two categories:
o Grandfathered projects and projects on the Board -adopted Highway
Interchanges prioritized project list.
o The 2016 Measure B Program Office will work with project sponsors to advance
grandfathered projects and candidate projects on Board -adopted prioritized
project list.
• Noise Abatement projects will be implemented through a separate competitive grant
category within the Highway Interchanges Program and will have a separate eligible
project list.
Requirements
• Projects require a minimum 10% non-2016 Measure B contribution.
• Reporting requirements regarding project progress will be detailed in agreements
executed with VTA for project funding.
• All projects must comply with VTA's Complete Streets reporting requirements.
• All projects must comply with 2016 Measure B program oversight requirements.
• All collateral material must comply with 2016 Measure B branding requirements.
Page 15 of 19
Attachment B
Insurance Requirements
INSURANCE
Without limiting City indemnification and defense of claims obligations to VTA, City must procure and
maintain for the duration of the Agreement, and require any contractor or consultant it hires to perform
work under the scope of this Agreement to procure and maintain for the duration of the Agreement
insurance or self-insurance against claims for injuries to persons or damages to property which may arise
under or in connection with any work, authority, or jurisdiction associated with the Agreement. The cost
of such insurance must be borne by the insured or self -insured. As applicable, the insured party must
furnish complete copies of all insurance policies within three (3) business days of any request for such by
VTA.
A. MINIMUM SCOPE OF INSURANCE
Coverage must be at least as broad as:
1. Insurance Services Office General Liability coverage ("occurrence" form CG 0001). General
Liability insurance written on a "claims made" basis is not acceptable.
2. Business Auto Coverage, Insurance Services Office form number CA 0001, covering
Automobile Liability, code 1 "any auto." Auto Liability written on a "claims -made" basis is
not acceptable.
3. Workers' Compensation insurance as required by the Labor Code of the State of California or
Federal Employer's Liability Insurance, as applicable.
4. Professional Liability, including limited contractual liability coverage, covering liability arising
out of any negligent act, error, mistake or omission in the performance of Contractor's
services under this Contract. This coverage must be continuously maintained for a minimum
of two (2) years following completion of this Contract. This coverage may be written on a
"claims made" basis, if so, please see special provisions in Section B.
B. MINIMUM LIMITS OF INSURANCE
1. City or its contractor must maintain limits no less than:
a. General Liability: $5,000,000 limit per occurrence for bodily injury, personal injury, and
property damage. If General Liability Insurance or other form with a general aggregate
limit is used, either the general aggregate limit must apply separately to this
Page 16 of 19
project/location or the general aggregate limit must be twice the required occurrence
limit.
b. Automobile Liability (including umbrella/excess liability): $5,000,000 limit per accident
for bodily injury and property damage. This requirement may be satisfied by a
combination of General Liability with Excess or Umbrella. Umbrella/Excess policies must
feature inception and expiration dates concurrent with the underlying Automobile
Liability policy/coverage, "Follow Form" coverage, and a "Drop Down" provision.
c. Workers' Compensation and Employer's Liability: Workers' compensation limits as
required by the Labor Code of the State of California and Employer's Liability limits of
$1,000,000 per accident.
d. Professional Liability: $2,000,000 each occurrence/aggregate minimum limit per claim.
2. Notwithstanding any language in this Lease to the contrary, if City carries insurance limits
exceeding the minima stated in Section 13(a)(1)-(3) immediately above, such greater limits will
apply to this Agreement.
C. SELF -INSURED RETENTION
If City is a governmental authority such as a state, municipality or special district, self-insurance is
permitted.
D. OTHER INSURANCE PROVISIONS
The policies must contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability
a. VTA, its directors, officers, officials, employees, and volunteers must be named as
additional insureds or additional covered party as respects: liability arising out of City's or
City's contractors or consultantsperformance under this Agreement. The coverage must
contain no special limitations on the scope of protection afforded to VTA, its directors,
officers, officials, employees, or volunteers. Additional Insured from City's contractors or
consultants' endorsements must provide coverage at least as broad as afforded by the
combination of ISO CG 20 10 10 01 and CG 20 37 10 01.
b. Any failure to comply with reporting provisions of the policies may not affect coverage
provided to VTA, its directors, officers, officials, employees, or volunteers.
Page 17 of 19
c. Coverage must state that City's coverage applies separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's liability.
d. The City's contractors or consultants' General Liability General Aggregate limit must apply
per project, not per policy.
e. The City's contractors or consultants' General Liability policy must be endorsed to remove the
exclusion for railroad liabilities, with coverage at least as broad as afforded by ISO CG 24 17.
2. All Coverages
a. City's contractors or consultants must agree to waive all rights of subrogation against VTA,
its directors, officers, officials, employees, and volunteers for losses arising under or in
connection with any work, authority, or jurisdiction associated with the Agreement.
b. City's, and its contractors and consultant's insurance coverage must be primary insurance
as respects VTA, its directors, officers, officials, employees, and volunteers. Self-insurance
or insurance that may be maintained by VTA, its directors, officers, officials, employees,
or volunteers may apply only as excess to City's its contractors, and consultant's
insurance. City's, its contractors, and consultant's insurance must not seek contribution
from VTA's insurance program.
3. Other Insurance Provisions
a. The City's contractor's or consultant's Certificate must disclose the actual amount of the
Deductible or Self -Insured Retention.
b. If any coverage forms or endorsements required by this Agreement are updated by their
publishers, whether they be the insurance carrier(s), the Insurance Services office, or the
American Association of Insurance Services, during the duration of this Agreement, VTA
reserves the rights to require City to procure said coverage forms or endorsements using
the updated versions upon the next renewal cycle.
E. ACCEPTABILITY OF INSURERS
Insurance must be placed with insurers with an A.M. Best's rating of no less than A VII (financial
strength rating of no less than A and financial size category of no less than VII), unless specific
prior written approval has been granted by VTA.
F. CERTIFICATES OF INSURANCE OR CERTIFICATES OF COVERAGE
City must furnish VTA with a Certificate of Coverage of self-insurance. City's contractors and
consultants must furnish VTA with a Certificate of Insurance. The certificates for each insurance
policy must be signed by an authorized representative of that insurer. The certificates for City's
contractors and consultants must be issued on a standard ACORD Form. City must instruct their
Page 18 of 19
insurance broker/agent to submit all certificates and required notices electronically in PDF format
to real.estate@vta.org. All endorsements must be attached to the ACORD certificate in a single
PDF document.
The City's certificate(s) shall provide all applicable self- insurance coverage information. City's
contractors' and consultant's certificates must (1) identify the insurers, the types of insurance,
the insurance limits, the deductibles, and the policy term, (2) include copies of all the actual policy
endorsements required herein, and (3) in the "Certificate Holder" box include:
Santa Clara Valley Transportation Authority ("VTA")
3331 North First Street
San Jose, CA 95134-1906
In the Description of Operations/Locations/Vehicles/Special Items Box, the VTA property leased
must appear, the list of policies scheduled as underlying on the Umbrella/Excess policy must be
listed, Certificate Holder must be named as additional insured, and Waiver of Subrogation must
be indicated as endorsed to all policies as stated in the Agreement documents.
It is a condition precedent to granting of this Agreement that all insurance certificates and
endorsements be received and approved by VTA before Agreement execution. No occupancy may
be taken until insurance is in full compliance. VTA reserves the rights to require complete, certified
copies of all required insurance policies, at any time.
If City receives notice that any of the insurance policies required by this Attachment may be
cancelled or coverage reduced for any reason whatsoever, City must immediately provide written
notice to VTA that such insurance policy required by this Attachment is canceled or coverage is
reduced.
G. MAINTENANCE OF INSURANCE
If City fail to maintain self-insurance as required herein, VTA, at its option, may suspend the
Agreement until a new policy of insurance is in effect.
Ed. Rev. 05-26-2026
Page 19 of 19