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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 This Agreement is entered into at Campbell, California on the day of 2026, by and between the CITY OF CAMPBELL (hereinafter referred to as "City") and BKF Engineers (hereinafter referred to as "Consultant"). WHEREAS, City desires to obtain consulting services for the purpose of the Hamilton Avenue/Highway 17 Southbound Off -ramp Widening Project to provide design and environmental services that are necessary to prepare environmental documents to obtain permits from regulatory agencies; . WHEREAS, Consultant represents that it has the expertise, means, and ability to perform said design engineering and environmental services; NOW, THEREFORE, in consideration of each other's mutual promises, Consultant and City agree as follows: I. DUTIES OF CONSULTANT 1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services and Cost Proposal, attached hereto and incorporated herein by reference, and which shall be interpreted together and in harmony with this Agreement. In the event of any conflict between Exhibit A and this Agreement, this Agreement shall govern, control, and take precedence. 1.2 Consultant's project manager will meet with the City's project coordinator prior to commencement of the project to establish a clear understanding of the working relationships, authorities, and management philosophy of City as it relates to this Agreement. 1.3 Consultant, working with the City, will gather available existing information concerning the project, and shall review documents as necessary for compliance with the project's objectives. 1.4 In performance of this Agreement by Consultant, time will be of the essence. 1.5 Notwithstanding Section 1.4, Consultant shall not be responsible for delay caused by activities or factors beyond Consultant's reasonable control, including delays or by reason of strikes, work slow -downs or stoppages, or acts of God. 1.6 Consultant agrees to perform this Agreement in accordance with the highest degree of skill and expertise exercised by members of Consultant's profession working on similar projects under similar circumstances. 1. 7 Consultant shall cooperate in good faith with City in all aspects of the performance of this Agreement. -1- 1.8 In the course of the performance of this Agreement, Consultant shall act in the City's best interest as it relates to the project. 1.9 All activities of Consultant, its employees, subcontractors and/or agents will be carried out in compliance with all applicable federal, state, and local laws and regulations. 1.10 The designated project manager for Consultant shall be Marcelo Consentino. The Consultant's project manager shall have all the necessary authority to direct technical and professional work within the scope of the Agreement and shall serve as the principal point of contact with the City and the City's project coordinator. The authorized principal of Consultant executing this Agreement for the Consultant shall have authority to make decisions regarding changes in services, termination and other matters related to the performance of this agreement on behalf of Consultant. 1 .11 The Consultant (and its employees, agents, representatives, and subconsultants), in the performance of this Agreement, shall act in an independent capacity and not as officers or officials or employees or agents of the City. The City shall not direct the work and means for accomplishment of the services and work to be performed hereunder. The City, however, retains the right to require that work performed by Consultant meet specific standards consistent with the requirements of this Agreement without regard to the manner and means of accomplishment thereof. Subcontractors shall assume all of the rights, obligations and liabilities applicable to it as an independent contractor hereunder. Consultant represents and warrants that it (i) is fully experienced and properly qualified to perform the class of work and services provided for herein, (ii) has the financial capability and shall finance its own operations required for the performance of the work and services and (iii) is properly equipped and organized to perform the work and services in a competent, timely and proper manner in accordance with the requirements of this Agreement. Consultant agrees to comply with ABS, codified at Labor Code section 2750.3, and shall indemnify, defend and hold harmless the City, its officers, officials, directors, agents' representatives, volunteers, and employees against any claim or liability, including attorneys' fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant's supervision or control was misclassified. 1.12 This Agreement contains provisions that permit mutually acceptable changes in the scope, character or complexity of the work if such changes become desirable or necessary as the work progresses. Adjustments to the basis of payment and to the time for performance of the work, if any, shall be established by a written contract amendment (approved and executed by the City) to accommodate the changes in work. 2. DUTIES OF CITY 2.1 City shall furnish to Consultant all available and pertinent data and information requested by Consultant to facilitate the preparation of the documents called for in this Agreement. Consultant shall be entitled to reasonably rely on accuracy and completeness of such information, provided that Consultant shall make any additional investigation reasonably necessary to confirm such information and provide City prompt written notice of any known or discovered defects in such data and information. -2- 2.2 City shall provide contract administration services. City shall notify Consultant of required administrative procedures and shall name representatives, if any, authorized to act in its behalf. 2.3 City shall review documents submitted by Consultant and shall render decisions pertaining thereto as promptly as reasonably possible. 3. COMPENSATION 3.1 For the full performance of the services described herein by Consultant, City agrees to compensate Consultant for all services and direct costs associated with the performance of the project in an amount not to exceed $640,000 as follows: a. Once each month, Consultant shall submit for payment by City, an itemized invoice for services performed during the previous billing period. The invoice shall describe the services rendered and the title of the item of work, and shall list labor hours by personnel classification. Said invoice shall be based on all labor and direct expense charges made for work performed on the project. Labor charges shall be in accordance with the fee schedule found in Exhibit A of this Agreement. City shall pay Consultant for services rendered and approved by the City within 30 days from the date the itemized invoice is received by the City, subject to the maximum not to exceed amount specified above and the City's right to object. b. Direct costs are those outside costs incurred on or directly for the project, and substantiated with invoices for the charges. Direct expenses include printing, reproduction, and delivery charges. 3.2 If Consultant incurs other costs which are not specifically covered by the terms of this Agreement, but which are necessary for performance of Consultant's duties, City may approve payment for said costs if authorized in writing by the City in advance. 3.3 City may order changes in the scope or character of services in writing, including decreasing the amount of Consultant's services. In the event that the work is decreased, Consultant is entitled to full compensation for all services performed and expenses incurred prior to receipt of notice of change. Under no conditions shall Consultant make any changes to the work, either as additions or deductions, without the prior written order of the City. In the event, that the City determines that a change to the work or services from that specified in this Agreement is required, the contract time and/or actual costs reimbursable by the City for the project may be adjusted by contract amendment or change order to accommodate the changed work. The maximum not to exceed total amount specified in this Article 3 (Compensation) shall not be exceeded, unless authorized by written contract amendment or change order, approved and executed by the City. Consultant shall obtain prior written approval for a revised fee schedule from the City before exceeding such fee schedule. Only City's authorized representative(s) is authorized to approve changes to this Agreement on behalf of City. 3.4 In no event, will the Consultant be reimbursed for any costs or expenses at any rates that exceed the rates for set forth in the fee schedule found in Exhibit A. !91 3.5 Consultant agrees that the payments to Consultant specified in this Article 3 (Compensation) will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section apply. 4. SUBCONSULTANTS 4.1 Consultant may not subcontract any services required under this Agreement without the prior written consent of the City. 4.2 Consultant shall be responsible to City for the performance of any and all subconsultants who perform work under this contract, and any acts of negligence or misconduct on their part. Consultant is solely responsible for all payments due to subconsultants. 4.3 Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Campbell, its officers, officials, directors, agents' representatives, volunteers, and employees as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing. 4.4 If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract. 5. OWNERSHIP OF DOCUMENTS AND MATERIALS All original drawings, documents, papers, data, materials, photographs, negatives and other work products prepared by the Consultant and/or its subconsultants in the performance of the services encompassed in this Agreement (whether in printed or electronic format) ("project -related documents and materials") shall be the property of the City and may be used on this project without the consent of the Consultant or its subcontractors. City acknowledges that such drawings, documents, and other items are instruments of professional services intended for use only on the subject project. Consultant agrees that all copyrights which arise from creation of the Project -related documents and materials pursuant to this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. Any project -related documents and materials related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein. Upon the completion or termination of this Agreement for any reason, the City shall be entitled to receive, and Consultant shall promptly provide to the City upon request, all finished and unfinished project -related documents and materials, produced or gathered by or on behalf of Consultant that -4- are in Consultant's possession, custody or control. Consultant may retain copies of said documents and materials for its files. In the event of termination, any dispute regarding compensation or damages shall not hinder, prevent, or otherwise impact the City's right to promptly receive and use such documents and materials which are the sole and exclusive property of the City. 6. TERMINATION 6.1 Notwithstanding any other provision of this Agreement, City may terminate this Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to Consultant not less than thirty f30) calendar days prior to an effective termination date. In the event of such termination, Consultant shall have the right and obligation to immediately assemble the work then in progress for the purpose of completing the work and turning over all materials and documents to City. 6.2 In the event of such termination, Consultant shall be compensated for all work and services performed to the point of termination in accordance with the payment provisions set forth in Section 3. I, unless the termination is for cause, in which event Consultant need be compensated only to the extent required by law. 6.3 Upon notice of termination by City, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities. All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant's failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set off until such time as the exact amount of damages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City under the Agreement. No other compensation will be payable for anticipated profit on unperformed services. 7. AUDIT AND INSPECTION Consultant shall permit authorized representatives of City to inspect and audit all data and records relating to its performance under this Agreement for a period of three years following acceptance of the final study. 8. EQUAL EMPLOYMENT OPPORTUNITY Consultant agrees to refrain from discriminatory employment practices on the basis of race, religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical condition, disability, ancestry, organizational affiliation, military or veteran status, or -5- any other consideration made unlawful by local, State or Federal law, of any employee of, or applicant for employment with, such Consultant or subcontractor. City requires Consultant to comply with all applicable Federal and State and local equal employment opportunity laws and regulations. 9. INSURANCE AND INDEMNIFICATION 9.1 With respect to any design professional services provided by Consultant, the Consultant agrees to indemnify, and hold harmless the City, its officers, and employees to the fullest extent allowed by law from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to the design professional under this paragraph shall not exceed the design professional's proportionate percentage of fault, except: a. That in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the design professional shall meet and confer with the other parties regarding unpaid defense costs in good faith effort to agree on the allocation of those costs amongst the parties; and b. Where a project -specific general liability policy insures all project participants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis, then there shall be no limitation on the design professional's duty to provide a defense and cover the City's cost of defense. With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees to indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City, its officers, officials, directors, agents representatives, volunteers, and employees to the fullest extent allowed by law from and against any and all claims, actions, causes of action, losses, damages, liabilities and costs of every nature, including attorneys' fees and costs (collectively, "Losses") including but not limited to all claims, actions, causes of action, losses, damages, liabilities for property damage, bodily injury, or death, and all costs of defending any claim, caused by or arising out of, or alleged to have been caused by or arise out of, in whole or in part, Consultant's performance under this Agreement, except for any claims, actions, causes of action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein. In no event shall this section be construed to require indemnification by the Consultant to a greater extent than permitted under the public policy of the State of California; and in the event that this contract is subject to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to any liability for the active negligence of the City. -6- The defense and indemnity provisions obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations contained in this Agreement. The foregoing indemnity provisions are intended to fully allocate the parties' risk of liability to third -parties; and there shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are not set forth in this section. Consultant waives all rights to subrogation for any matters covered by the provisions of this section. Consultant's responsibility for such defense and indemnity obligations as set forth in this section shall survive the termination or completion of this Agreement for the full period of time allowed by law. 9.2 Consultant shall maintain insurance conforming to the following specifications to the fullest amount allowed by law for a minimum of three (3) years following the termination or completion of this Agreement: A. Types of Coverage The policies shall afford the following types of coverage: 1. Commercial General Liability; 2. Automotive; 3. Workers' Compensation and Employer Liability; and 4. Professional Liability and/or Errors and Omissions B. Minimum Scope of Insurance Coverage shall be at least as broad as: 1. For Commercial General Liability: Insurance Services Office (ISO) CGL Form 00 01 11 85; and 2. For Automotive Liability: ISO CA 00 01 06 92 including symbol l(any auto); and 3. For Workers' Compensation: insurance as required by the Labor Code of the State of California and Employer's Liability insurance; and 4. For Professional Liability and/or Errors and Omissions: insurance covering negligence committed by or on behalf of Consultant in rendering services to City. -7- C. Minimum Limits of Insurance Consultant shall maintain limits no less than: l . General Liability: $1,000,000 combined single limit per occurrence for bodily, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. 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. The Worker's Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. 4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim and $2,000,000 in the annual aggregate. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (as agreed to in this Agreement) before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. D. Deductible and Self -Insured Retention Any deductibles or self -insured retention must be declared to and approved by the City, and shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self -insured retention as respects the City, its agents, officers, attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses related to investigations, claim administration, and defense expenses. Policies containing any self -insured retention provision shall provide or be endorsed to provide that the self - insured retention may be satisfied by either the named insured or the City. E. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverage: -S- a. The City, its agents, officers, attorneys, employees, officials and volunteers are to be covered as additional insureds as respects: liability arising out of this Agreement performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, leased, hired or borrowed by the Consultant. It is a requirement of this Agreement that any available insurance proceeds broader than or in excess of the specified mm 1 mum insurance coverage requirements and/or limits set forth in this Agreement shall be available to the City as an additional insured. Furthermore, the requirements for coverage and limits shall be (I) the minimum coverage limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is affords greater coverage. b. The Consultant's insurance coverage shall be primary insurance as respects the City, its agents, officers, attorneys, employees, officials and volunteers. Any insurance or self-insurance maintained by the City, its agents, officers, attorneys, employees, officials and volunteers shall be excess of the Consultant's insurance and shall not contribute with it. C. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its agents, officers, attorneys, employees, officials, and volunteers. d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Employer's Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its agents, officers, attorneys, employees, officials, and volunteers for losses arising from work performed by the Consultant for the City. 3. All Coverages: Any unintentional failure to comply with reporting provisions of the policies shall not affect coverage provided to the City; and unless otherwise approved by the City, each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by regular mail has been given to the City, or ten (I 0) days for cancellation for non-- payment of premium. -9- F. Suspension or Cancellation If any of the coverages required by this Agreement should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement, Consultant shall immediately notify City and replace such coverage with another policy meeting the requirements of this Agreement. G. Subcontractors Consultant agrees that any and all contracts with subcontractors for performance of any matter under this Agreement shall require the subcontractors to comply with the same indemnity and insurance requirements set forth in this Agreement to the extent that they apply to the scope of the subcontractors' work. Subcontractors are to be bound to contractor and to City in the same manner and to the same extent as the Consultant is bound to City under this Agreement. Subcontractors shall further agree to include these same provisions with any sub - subcontractor. A copy of this Agreement will be furnished to the subcontractor on request. The Consultant shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the Agreement prior to commencing any work, and will provide proof of compliance to the City. H. Acceptability of Insurers Without limiting Consultant's indemnification provided hereunder, the policies of insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M. Best Rating of A: V and who is authorized to transact business in the State of California, unless otherwise approved by the City. I. Verification of Coverage Consultant shall furnish the City with endorsements and certificates of insurance evidencing coverage required by this clause. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on forms acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner are to be submitted. All certificates are to be received and approved by the City before work commences. J. Special Risks/Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant. 10. MISCELLANEOUS 10.1 This Agreement shall be binding on the heirs, executors, assigns and successors of Consultant. Rill 10.2 Neither party may assign this Agreement, or any portion hereof, without the prior written consent of the other. 10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice rights, which Consultant may have for the performance of services pursuant to this Agreement. 10.4 Neither party's waiver of any term, condition or covenant, or breach of any term, condition or covenant shall be construed as the waiver of any other term, condition or covenant or waiver of the breach of any other term, condition or covenant. 10.5 This Agreement contains the entire Agreement between City and Consultant relating to the project and the provision of services to the project. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. Subsequent modifications to this Agreement shall be in writing and signed by both City and Consultant. 10.6 If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding on City and Consultant. 10.7 This Agreement shall be governed and construed in accordance with the laws of the State of California. 10.8 All changes or amendments to this Agreement must be in writing and approved by all parties. 10.9 The initial contract term shall commence upon execution of the contract by the City and shall be for a year period, unless terminated sooner in accordance with the contract. Any extension of the Agreement shall be mutually agreed upon in writing and shall require an amendment to the Agreement signed by both parties. 10.10 Consultant owes the City a duty of undivided loyalty in performing the work and services under this Agreement, including, but not limited to, the obligation to refrain from having economic interests and/or participating in activities that conflict with the City's interests in respect to the work and/or services and project. The Consultant shall list current clients who may have a financial interest in the outcome of this Agreement. The Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this agreement. Consultant shall not make or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a direct or indirect financial interest other than the compensation promised by this Agreement. Consultant will immediately advise the City if Consultant learns of a financial interest of Consultant's during the term of this Agreement. 10.11 City is a public agency subject to the disclosure requirements of the California Public Records Act ("CPRA"). If Consultant's proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or -11- more CPRA exemptions, Consultant must clearly mark such information "Confidential and Proprietary," and identify the specific lines containing the information. In the event of a request for such information, City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability to Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney's fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant. 10.12 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, or other peril. which is beyond the reasonable control of the affected party and without the negligence of the respective Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent performance of the services under this Agreement. Each party will, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on City's sole discretion. 10.13 Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 10.14 Consultant warrants that Consultant, its subcontractors and/or agents (if any) has/have complied with any and all federal, state, and local licensing requirements. 10.15 Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. 10.16 The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement. 10.17 This Agreement is entered into, and to be performed in Santa Clara County, California, and any action arising out of or related to this Agreement shall be maintained in a court of appropriate jurisdiction in Santa Clara County, California. -12- 10.18 This Agreement may be executed in counterparts which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party's signature shall be accepted and valid as an original. 11. DISPUTE RESOLUTION 11.1 In the event of any dispute between the Parties related to this Agreement or this Project, the Parties agree to first negotiate in good faith toward a resolution with participation by representatives of each Party holding sufficient authority to resolve the dispute. If such dispute cannot be resolved in this manner, before any action or litigation is initiated other than as required to secure lien rights, the dispute shall be submitted to mediation using the American Arbitration Association or another mediator as mutually selected by the Parties. Such mediation shall be completed within a reasonable period of time following either Party's written demand with each Party to bear an equal share of the mediation fees and its own respective attorney and consultant fees and costs. 12. NOTICES Notices required under this Agreement may be delivered by first class mail addressed to the appropriate party at one of the following addresses: CITY: City of Campbell Attention: 70 North First Street Campbell, CA 95008 CONSULTANT: BKF Engineers Attention: Marcelo Cosentino 1730 N. First Street, Suite 600, San Jose, CA 95112 [SIGNATURES ON FOLLOWING PAGE] -13- Having read and understood the foregoing Agreement, the undersigned parties agree to be bound hereby: CONSULTANT Title: Approved as to Form City Attorney CITY OF CAMPBELL Brian Loventhal Title: City Manager Exhibit A -Consultant Scope & Cost proposal Exhibit A - Scope of Services and Cost Proposal TASK 1: PROJECT MANAGEMENT Task 1.1 - Project Management BKF shall be responsible for project management activities throughout the life of the agreement and the scope of activities which include but are not limited to, coordinating and being responsible for managing the project schedule, preparing and distributing minutes, field reviews, tracking and following up on action items, and maintaining project documentation. BKF will provide support for the following meetings over the course of the project: • Kick-off meeting (1) • Coordination meetings with City staff (Biweekly) • Coordination meetings with Caltrans (up to 4 meetings) • Bicycle and Pedestrian Advisory Committee (BPAC) update meeting (assume 2 meetings) • City Council adoption meeting (assume 1 meeting) BKF will attend all meetings, take meeting notes, submit meeting summaries, provide draft materials and presentations two weeks in advance of meetings, schedule monthly calls/meetings, and submit monthly invoices. The kick-off meeting will be held with City staff to: a. Introduce City Staff to the BKF Design Team b. Review objectives of the project c. Review scope of services d. Confirm project areas/boundaries e. Collect available data and published material f. Review project schedule g. Establish communication channels h. Review and list all applicable design and planning standards Task 1 Deliverables • Meeting agenda and minutes • Project schedule updates • Monthly progress reports and invoices Exhibit -Consultant Scope & Cost proposal • Design Concept Exhibits for BPAC & City Council Meetings Quality Control/Quality Assurance Program BKF's Quality Assurance program roots itself on the premise that in order to achieve quality deliverables and a quality project, it must resonate throughout the design and documentation process. A well-defined work plan will integrate the design parameters and goals. These include great communication to ensure the plan is implemented, internal checklists to verify the results, and proactive construction support. QA/QC PROCESS • QA/QC protocol established at project initiation • QA/QC maintained/documented throughout project lifespan • Incorporate resolved comments INTERNAL REVIEW • Each consultant conducts internal review • Incorporate resolved comments INTERDISCIPLINARY REVIEW • Each consultant conducts interdisciplinary review • Team shares comments • Team resolution meeting TASK 2: DATA GATHERING AND BACKGROUND RESEARCH Task 2.1 - Data Collection and Analysis BKF will research all information pertinent to the project including but not limited to existing field conditions, as -built plans and record drawings, right-of-way data and all future improvement plans adjacent to or affecting the project site. BKF shall also investigate the existing utilities based on as -built plans, utility maps, field observation, conduct any potholing (as needed) and topographic surveys of above -ground utilities. BKF shall identify all existing and proposed facilities within the project limits based on available information and identify potential conflicts. Design criteria include but are not limited to American Association of State Highway and Transportation Officials (AASHTO) Load and Resistance Factor Design (LRFD) Guide Specifications for the Design of Pedestrian Bridges (2nd Edition), AASHTO LRFD Bridge Design Specifications (8th Edition), Caltrans Bridge Design Memos; Structure Technical Exhibit A -Consultant Scope & Cost proposal Policies; Memos to Designers; Bridge Design Aids; Standard Plans; Standard Specifications; and Standard Details as applicable, Federal Highway Administration (FHWA) PROWAG, and any applicable County of Santa Clara and City of Campbell standards and specifications. Task 2.2 - Field Survey Services The following survey services scope of work reflects the full set of field survey services and mapping needs to support engineering design and environmental documentation for the project: Establish Project Control BKF has established project control for the Hamilton Avenue Resurfacing project. As a service, we will recover existing Hamilton Avenue project control and densify/extend to suit the current project. • Establish horizontal and vertical control tied to the most current City of Campbell and/or Caltrans datum. • Recover and verify any existing monuments or control points within the project area. • Set additional control as needed to support detailed topographic and ROW mapping. Topographic Field Survey BKF will perform a Topographic Survey to document the existing conditions of the project site. We will locate onsite features including the existing fences, walls, buildings, spot grades, trees six (6) inches and larger in diameter, and visible utility infrastructure. Our scope of work does not include mapping of any interior building features. • Irrigation pipes, control boxes and sprinklers are excluded from this proposal. • Pavement edges, lane striping, curb returns, shoulders, medians, gore areas. • Curb, gutter, sidewalks, ramps, pedestrian push buttons, signal poles, lighting, sign posts, traffic cabinets. • Visible utilities, vaults, poles, cabinets, and surface appurtenances. • Driveways, fences, property frontage improvements. • Channelization islands, bike lanes, crosswalks, refuge islands. • Surface drainage features, inlets, catch basins, culverts, headwalls. • Ground shots at 25 ft grid or tighter where grading design is anticipated. • Off ramp slopes, toe/top of slope conditions, and tie in areas. Exhibit A -Consultant Scope & Cost proposal • Collect, review, and compile available "USA" utility maps and as built plans from utility owners (PG&E, AT&T, Comcast, City utilities, etc.). Aerial Topo Aerial Mapping - BKF will contract with an Aerial Mapping consultant to perform photogrammetric mapping of the site. BKF will establish the required survey control and set the aerial control panels necessary for the aerial mapping company to perform their work. The mapping is anticipated to be compiled at 1" = 20' and will also indicate individual spot elevations at various locations throughout the site. Task 2.3 - Right-of-way Services Right-of-way (ROW) services for the Hamilton Avenue/ Highway 17 Southbound Off Ramp Widening Project will support the City of Campbell in securing, documenting, and coordinating property interests necessary to accommodate the proposed off ramp widening. The RFP indicates that an irrevocable offer of dedication for needed ROW has already been secured from prior development, providing a foundation for project advancement. BKF will perform the following with respect to right-of-way for the project: Perform a Boundary Survey that will define the project area. While performing the field work associated with the topography, BKF will conduct field research for primary monumentation to establish boundary resolution. Once the research and reconnaissance has been completed, BKF will perform a boundary determination, which includes an analysis of the assembled evidence with respect to its relationship to the title and other documentary evidence. • BKF shall have access to the title company at the City's expense with respect to research fees, chains of title, etc. • BKF will plot locatable record title encumbrances such as easements on the property based on a title report provided by the City. • BKF will prepare a Record of Survey Map in conformance with the requirements of the Professional Land Surveyors' Act. (CA Business & Professions Code Chapter 15 - Article 1), specifically Section 8762(b). • According to the Professional Land Surveyor's Act, this scope is a required item. • At the request of the client and as a function of the Boundary Survey & Record of Survey in this proposal, BKF will document the post -construction condition of Monuments and survey control within the work area. Exhibit -Consultant Scope & Cost proposal • County fees, map check, recording and reimbursable fees (printing, postage and delivery) are not included in this proposal and can be paid directly to the county by the City. • Review existing boundaries, easements, dedications, and constraints • Prepare mapping to ensure clarity of required acquisitions, easements, or temporary construction rights • Validate ROW sufficiency to support the widening from two to three left turn lanes, plus through and right turn lanes • Coordinate with Caltrans, VTA, and utility providers regarding potential ROW impacts, reviews, and approvals, as required by the Project • Support utility relocation coordination where ROW interactions affect relocation schedules or easement needs, consistent with ROW/utility processes • Although primary ROW has been dedicated, evaluate whether any additional temporary construction easements (TCEs), slope easements, or utility easements are required based on final geometry and construction access. • Prepare ROW plans that meet City and Caltrans standards and are adequate for environmental documentation and PS&E development Based on the City's RFP, no additional right-of-way is anticipated at this time. Task 2.4 - Geotechnical Investigations As subconsultant to BKF, Parikh Consultants (PARIKH) will perform geotechnical engineering in support of the retaining wall design to accommodate the proposed widening. Therefore, the geotechnical explorations include two borings to 40 feet. Bulk samples will be collected for R-value testing. The detailed scope of work for geotechnical engineering includes the following: Data Review PARIKH will review the published geologic maps, available as -built boring data, and other Agency records, if any, in the project vicinity. Permits and Utility Clearances Permits: It is assumed that the Caltrans encroachment permit will be provided by the design team or the City to perform the geotechnical field explorations at no cost. A drilling permit from Valley Water is not required as the boring depths are less than 45 feet. Exhibit A -Consultant Scope & Cost proposal Utility Clearance PARIKH's field engineer will mark the boring locations and contact Underground Service Alert (USA) for the utility clearance. A private utility locator and removing the USA marking are not included in the scope. Field Exploration Based on the anticipated scope of work, we have proposed two (2) borings to a depth of 40 feet. It is planned to drill the borings in the open area east of the off -ramp without traffic control to evaluate the general subsurface condition. PARIKH's field engineer will classify and log the subsurface soil and rock conditions encountered in the test boring at the time of drilling. The samples will be collected for laboratory testing. The borings will be grouted with neat cement. Laboratory Testing Laboratory tests will be performed on representative soil samples, such as moisture contents, densities, particle size analyses, plasticity index (basic soil characteristics), corrosion tests (pH, sulfate, chloride, and resistivity), and strength tests as deemed necessary. We have also included one R-value test of the subgrade materials in the scope. Soils Analysis/Evaluation We expect the following engineering analyses to be required for the proposed improvements: • Earthwork/embankment evaluation • Corrosion potential • Pavement Design 30% Submittal For the 30% design, PARIKH will prepare a Preliminary Foundation Report (PFR) for the proposed retaining wall for Type Selection purposes (If applicable). 65% Submittal PARIKH will prepare the following reports for the 65% submittal: • One draft Foundation Report (FR) for the proposed retaining wall (if applicable). • A draft Geotechnical Design Report (GDR) will be prepared to provide geotechnical design recommendations for the civil -related improvements, such as the anticipated earthwork, Caltrans standard barriers, and corrosivity. Exhibit A -Consultant Scope & Cost proposal • The GDR will address design and construction recommendations consistent with a Caltrans Standard Plan Retaining Wall type for the proposed retaining wall. • A draft Pavement Design Memorandum will also be prepared for the new pavement. The pavement design will be performed per the Mechanistic -Empirical (ME) method by using the CaIME website. The recommendations will be developed based on the results of the field explorations and also the existing structure/foundation details from the design team. The boring log will be edited based on the field logs and the laboratory test results. The laboratory data will also be included in the report. 959/6 and 1009/6 Submittals All reports will be updated and finalized based on the review comments and design updates. Task 2.5 - Utility Investigation and Coordination The widening of the SB off ramp, expanding from two left turn lanes to three left turn lanes + through lane + right turn lane, requires comprehensive utility research, field investigation, conflict evaluation, and ongoing inter agency coordination. BKF will start by utilizing the utility base mapping prepared for the Hamilton Avenue Resurfacing project. We will request the latest utility mapping from owners to verify the existing mapping and utilities within the project limits. The following includes BKF's scope of work with respect to utility investigation, utility mapping, and coordination: • Request and collect all available as built drawings, facility maps, and subsurface utility records from utility owners (PG&E, AT&T, telecommunications, CATV, water, sewer, storm, traffic systems) • Retrieve City/Caltrans as builts for the interchange, including prior improvements and the previous Hamilton Avenue development dedication. • Compile incoming utility records and verify existing utility base mapping • Prepare a utility conflicts matrix used for tracking and resolution of conflicts. • Coordinate with utility owners for relocation of utilities in conflict with the proposed Project improvements Task 2 Deliverables • Data summary memorandum • Aerial topo and photo • Field survey points Exhibit - Consultant Scope & Cost proposal • Right-of-way mapping • Foundation Report (PFR at 30%, draft FR and 65%, and Final FR at 95 and 100%) (if applicable) • Geotechnical Design Report (draft GDR at 65% and final GDR at 95 and 100%) • Pavement Design Memorandum (draft memo at 65% and final memo at 95 and 100%) TASK 3: DESIGN DEVELOPMENT BKF shall develop 30%, 65%, 95% and 100% design plans, specifications and cost estimates, necessary for approval, permitting, bidding and construction of the Project. • Plans shall include, but not limited, to the following: • Title Sheet - will include the Project title, vicinity map, location map, drawing index, abbreviations and signature block • General Notes- will include all City standard notes, project notes, and applicable utility notes pertinent to the Project • Project Control - will include City benchmark information found nearest to the Project area and define the project horizontal and vertical control, control point information and roadway alignment. BKF will utilize the benchmark information developed for the Hamilton Avenue corridor. • Cross Sections - will be prepared for the ramp widening • Demolition Plan - will identify the existing City and Caltrans facilities impacted by the proposed improvements. The evaluation will include existing conditions, unusual/special conditions, and adjustments of valves, inlets, and manholes conflicting with the proposed work. Drawings will be prepared on 20-scale plan sheets. • Layout - will be prepared on 20-scale plan sheets. Base sheets will include basic horizontal layout information retaining wall and barrier alignment, and identify all major construction features, including areas of sidewalk construction, edge conditions, curb ramp reconstruction, and intersection conforms. • Grading - will identify existing and proposed elevations, low points and inlets. Conform elevations, island curb heights and pavement elevations will also be identified. Elevations of new utility boxes, if impacted, will be coordinated with owners. • Construction Details - will include all City and Caltrans standard details including any special details necessary for widening of the ramp. Curb ramp grading details and conform details will also be prepared. Exhibit -Consultant Scope & Cost proposal • Drainage - plans will show pipe alignment, inlet and manhole locations stationed off the control line. Profile for all proposed drainage systems and modifications will be prepared. Standard City and Caltrans drainage details will also be included. • Retaining Wall Plan and Profile - will include the retaining wall plan and elevation and supporting detail sheets. • Utilities - will show all existing utilities within the project limits and identify new locations for utilities in conflict with the work. • Stage Construction and Temporary Traffic Control Plan - will be prepared to demonstrate to the City and Caltrans how the project will be staged for construction. Additionally, we will evaluate night-time construction and potential ramp closure in coordination with the City and Caltrans. • Construction Area Signs - will be prepared for the off -ramp and for Hamilton Avenue. We will include signs installed as part of the Hamilton Avenue Resurfacing. • Pavement Delineation and Roadway Signage - will be prepared to Caltrans standards for the off -ramp. Pavement delineation and roadway signage on Hamilton Avenue will be consistent with the Hamilton Avenue Resurfacing project. • Electrical/Traffic Signal Modification Plan - will be prepared for the intersection of Hamilton Avenue/Hwy 17 Off -Ramp. New traffic signal poles will be Caltrans standard and will be located in coordination with ADA requirement for accessibility. Intersection lighting may be added upon the request of Caltrans and the City. • Quantities -will be prepared for civil and drainage improvements • Right-of-way Maps - will be prepared for the project limits and will delineate the Caltrans right-of-way and parcel boundary with dedication. Task 3.1 - 30% Package (Plans and Estimate) 30% Plans and Estimate • BKF will prepare 30% plans to be used as the basis of design for the 65% submittal. The drawings will show proposed geometric design on aerial topo background. We will also show the proposed Project limits, including limits of ramp widening, intersection geometry, traffic signal pole layout, striping, crosswalks, bike and pedestrian safety improvements, existing utilities, as well as the proposed location of curb ramps. • The striping and sign schedule shown in the 30% plans will meet the most current CAMUTCD design standards and comply with the new Daylight Parking Law which prohibits vehicles from parking, stopping or standing within 20 feet of the approach side of any marked or unmarked crosswalk. Additionally, BKF will coordinate this layout with the proposed improvement for the Hamilton Avenue Resurfacing project. Exhibit -Consultant Scope & Cost proposal • BKF will prepare a preliminary cost estimate for the proposed improvements. • BKF will request that the City evaluate and confirm proposed improvements prior to proceeding on the preparation of thew 65% Package. • No structural drawings are anticipated for the 30% Package. Only the barrier and retaining wall limits will be shown on plan view and will be confirmed by the City prior to the 65% Submittal. • Only a Cost per square foot of wall will be estimated for the 30% Package submittal. No itemized cost breakdown will be prepared until the retaining wall limits have been confirmed by the City. Task 3.1 Deliverables • 30% package: Plans, Estimates • All files including CAD files, MS Words, Excel, PDF copy of the PS&E package Task 3.2 - 65% Package (Plans, Specifications, and Estimate) 65% Plans, Specifications and Estimate • Incorporate 30% Package Comments • Update Project improvement plans to 65% level, including standard details and construction details. The 65% Package shall be considered a complete design submittal. • Prepare Technical Specifications in Caltrans Standard format and City Special Provisions (including bid schedule, and other related documents for bid. • The cost estimate will be prepared to reflect the latest changes in the drawings. Unit prices will reflect the most recent Caltrans cost Data and other recent projects. 65% Structures We anticipate the site seismic peak ground acceleration may exceed the design value shown on Caltrans Standard Plans. MNS have budgeted to prepare structural calculations to support the use of the Caltrans Standard Plans, or to provide detail updates if required. The structural calculations will be prepared by a California -registered civil engineer in accordance with the applicable provisions of the following manuals. A complete bound set of design calculations will be prepared and submitted to the Client for review. • AASHTO Load and Resistance Factor Design (LRFD) Bridge Design Specifications (BDS) with Caltrans Amendments • Caltrans Structure Technical Policy (STP) and other Caltrans guidance Exhibit -Consultant Scope & Cost proposal The level of effort is based on a baseline Type 836SV (omit barrier) or Caltrans standard Type 1 retaining wall structure. A budget to prepare a simple, conventional aesthetic treatment such as fractured rib texture on the face of wall or barrier is included. A senior bridge engineer not associated with the design will perform a quality review of the retaining wall plan details and structural calculations. Because we anticipate the retaining wall can be processed as a "standard" wall, we have not budgeted to include independent check calculations. The scope of work and design fee will need to be adjusted if a different structure alternative is selected for final design, or if non-standard structure processing is required by Caltrans. Task 3.2 Deliverables • 65% Package: Plans, Specifications and Estimates • Unchecked Structural Design Calculations • Structure Plans (Unchecked Details) • All files including CAD files, MS Words, Excel, PDF copy of the 100% PS&E package Task 3.3 - 95% Package (Plans, Specifications, and Estimate) 95% Plans, Specifications and Estimate • Incorporate 65% Package Comments • Update Project improvement plans to 95% level, including standard details and construction details. The 95% Package shall be considered a complete design submittal. • Update Technical Specifications/Special Provisions, including bid schedule, and other related documents for bid. • The cost estimate will be prepared to reflect the latest changes in the drawings. Unit prices will reflect the most recent Caltrans cost Data and other recent projects. Task 3.3 Deliverables • 95% Package: Plans, Specifications and Estimates • Retaining Wall Design Calculations (as needed) • Independent Check Design Calculations • Draft Special Provisions • Itemized Cost Estimates • All files including CAD files, MS Words, Excel, PDF copy of the 100% PS&E package Exhibit -Consultant Scope & Cost proposal Task 3.4 -100% Package (Plans and Specifications and Estimate Ready for Bid) • Incorporate 95% Submittal Comments • Update Project improvement plans to 100% level, including standard details and construction details. The 100% Package shall be considered a complete design submittal. • Update Technical Specifications /Special Provisions. Specifications will be updated to match changes in the bid schedule and shall be consistent with the City's construction management approach. • Update the cost estimate to reflect the latest changes in the drawings. Unit prices will be updated as necessary to reflect the most recent Caltrans cost Data and other recent projects. Bid Items and total quantities will be provided to match the Bid schedule. Bid schedule will be prepared as part of the Front-end specifications. Task 3 Deliverables • 100% package: PS&E package ready for bid • All files including CAD files, MS Words, Excel, PDF copy of the 100% PS&E package. TASK 4: ENVIRONMENTAL DOCUMENTS - CEQA As subconsultant to BKF, MNS shall provide all services necessary to complete environmental clearance and obtain permits from the regulatory agencies. Environmental studies will include preparation of California Environmental Quality Act (CEQA) documents. The National Environmental Policy Act (NEPA) documentation will be prepared and evaluated as an optional task under Task 6 upon request by the City. Task 4.1 - Preparation of Technical Studies MNS will prepare the following CEQA technical studies for review by the City. The technical studies will be reviewed for the project and the results will help identify and confirm the CEQA course of action to be discussed during a meeting with the City and the project engineer along with identifying any onsite constraints to help reduce any potential impacts. Task 4.1.1 - Biological Assessment MNS will conduct a database search of the California Department of Fish and Wildlife's (CDFW) California Natural Diversity Database (CNDDB), the California Native Plant Society (CNPS) Electronic Inventory of Rare and Endangered Vascular Plants of California listings, and the U.S. Fish and Wildlife Service (USFWS) Information for Planning and Consultation online system and Critical Habitat mapper to preliminarily identify any special -status biological resources known to occur within the general vicinity of the project site. MNS will Exhibit A -Consultant Scope & Cost proposal review U.S. Department of Agriculture soil data, historic/current aerial photographs, and U.S. Geological Survey topographic maps to further assess the ecological conditions within the project site. MNS will prepare a memo -style report to summarize the information and results obtained during the desktop -only literature review and habitat assessment. The report will determine the potential for any special -status species or biological resources to occur on or within the vicinity of the project site. In addition, the report will provide an analysis of anticipated project -related impacts to biological resources and identify any additional biological surveys, mitigation measures, and/or permit requirements that may be required prior to implementation of the proposed project. Task 4.1.2 - Cultural Resources Management and Coordination This task is for Management and Coordination during the duration of the Project. MNS will coordinate with the CALTRANS on completing the required documents for Cultural Resource compliance. This includes meetings to review archaeological data and Project designs, as well as to determine the Area Project Limits (APL) as required by Caltrans guidelines. Task4.1.2 Deliverables • Area Project Limits (APL) Maps Task 4.1.3 - Archaeological Survey Report Caltrans requires MNS to prepare an Archaeological Survey Report (ASR) to present results of identification efforts conducted for a project, demonstrating that Caltrans has made a reasonable level of effort to identify historic properties, commensurate with the scale and scope of the undertaking. It documents all archaeological identification efforts, including survey and consultation results for all pre -contact and post -contact archaeological, multicomponent sites, as well as cultural sites and/or Traditional Cultural Places. The ASR does not document the evaluation cultural resources for National Register of Historic Places (National Register) or California Register of Historical Resources (CRHR) eligibility. While the level of detail will vary, ASRs follow the basic format and content guidelines outlined in Exhibit 2.0. The ASR is attached to a Historic Resources Compliance Report (HRCR) for state -only projects or a Historic Property Survey Report (HPSR) for federal undertakings. Task 4.1.3 Deliverables • Archaeological Survey Report (ASR) Exhibit -Consultant Scope & Cost proposal Task 4.1.4 - Historical Resource Compliance Report The Historical Resources Compliance Report (HRCR) is the summary document Caltrans uses as its consultation and decision -making document for projects and activities without federal involvement (CEQA only), as defined in Chapter 2. Under the Public Resources Code (PRC) 5024 Memorandum of Understanding (5024 MOU)1 the HRCR documents delineation of the Project Area Limits (PAL), completion of the identification phase, and completion of National Register of Historic Place (NRHP/California Historical Landmarks (CHL) evaluation of cultural resources within the PAL. It may also be used to document effect findings that do not require a Finding of Effect report (FOE); that is when there are no Caltrans-owned historic resources within the PAL, no Caltrans-owned historical resources affected, or no adverse effect to Caltrans-owned historical resources with standard conditions, as explained below. MNS will prepare the HRCR after completion of the ASR. Assumptions: • MNS assumes that no Cultural Resources will be unearthed during any part of the project. • MNS assumes that no human remains will be unearthed during any part of the project. • This scope of work and cost estimate does not include time for archaeological and/or tribal resource monitoring. Task4.1.4 Deliverables • Historical Resources Compliance Report (HRCR) Task 4.1.5 - Arborist Report (Arborist) An MNS Certified Arborist will conduct a preliminary field survey to identify potentially impacted trees in the Project area. The survey will document tree species, protected status, tree size, and generally assess tree health. MNS is familiar with the Tree Ordinance for the City of Campbell, and this survey will be in compliance with their requirements. The MNS Certified Arborist will then prepare a technical report to summarize the results obtained during field survey, documenting all trees observed and assessed in the Project area. The report will provide an analysis of anticipated Project -related impacts to potentially impacted trees and identify any recommendations, mitigation measures, and/or permit requirements that may be required prior to implementation of the proposed Project. Site photographs taken during the field survey and Geographic Information Systems figures Exhibit -Consultant Scope & Cost proposal will be included in the report to further enhance written text and visually identify specific trees within the Project site. For the purpose of this proposal, MNS assumes up to 80 hours for both the tree survey and the report preparation including GIS. Assumptions: • The project site will be accessible for MNS Arborist(s) to perform the site visit described. • This task does not include a formal tree risk assessment or tree inventory; MNS can conduct these surveys under a separate scope and fee. • The City of Campbell is a recognized "Tree City USA" and requires a Tree Removal Permit for removal of any "protected" trees within the project footprint. MNS assumes the City will process this permit in-house. However, if requested MNS can prepare a Tree Removal Permit application package under a separate scope and fee. • One round of minor revisions will be needed upon review prior to finalizing the report. • The cost estimate for this task prescribes our assumed level of effort for this task; any effort above that level is out of scope. Task4.1.5 Deliverables • Draft and Final Tree Survey Report, in electronic format Task 4.2 - CEQA Notice of Exemption This task assumes that the results of the technical studies provided in Task 4.1 do not result in any impacts that would require preparation of an Initial Study/Mitigated Negative Declaration (IS/M N D). Notice of Exemption and Technical Memorandum The proposed improvements will involve work consisting of minor alteration of existing public structures on existing highways and streets including a widening of off -ramps, constructing retaining walls, modifying existing traffic signals, modifying the curb returns, and other upgrades at the intersection. Depending on the results of the technical studies included in Task 4.1, the project may not result in impacts involving cumulative impacts, significant effects, scenic highways, hazardous waste sites, or historic resources, or exceptions to CEQA Categorical Exemptions (refer to State CEQA Section 15000.2). Based on the results of these surveys and the assumption that there will not be impacts to these resources, this scope of work provides the necessary work program to support a Categorical Exemption (CE). Exhibit - Consultant Scope & Cost proposal State CEQA Guidelines Section 15301 categorically exempts projects from CEQA analysis when the project involves "the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features involving no expansion of existing or former use," which we believe could apply to the transportation infrastructure project. State CEQA Guidelines Section 15302 categorically exempts projects from CEQA analysis when a project proposes the replacement or reconstruction of existing structures and facilities when the new structure would be located on the same site and would have substantially the same purpose and capacity as the structure being replaced. MNS will prepare a Notice of Exemption (NOE) form pursuant to State CEQA Guidelines Sections 15301 and 15302 and/or any other applicable exemption for the City. MNS will complete the NOE form, as well as prepare a brief technical memorandum that outlines the proposed project components and compliance with the requirements of State CEQA Guidelines. Technical reports included in Task 4.1 above will be included in the technical memorandum. We will submit a draft of the NOE and Technical Memo to the City for review. MNS will make revisions based on one compiled set of City comments, and then finalize the NOE for the City to submit to the County Clerk and the State Clearinghouse. It is assumed the City will be responsible for payment of the filing fees, if any. Task Deliverables • Draft and Final NOE and Technical Memorandum TASK 5: CALTRANS ENCROACHMENT PERMIT The Hamilton Avenue/Highway 17 Southbound Off Ramp Widening project requires a comprehensive Caltrans Encroachment Permit due to its location within the State Highway System and the need to modify roadway, traffic, and environmental features under Caltrans jurisdiction. Task 5.1 - Caltrans Encroachment Permit In accordance with Caltrans and the General Provisions outlined in the Encroachment Permit, BKF will prepare a complete application package that includes detailed plans, specifications, environmental documentation, and traffic handling elements consistent with District 4 requirements. The permit will cover geometric improvements, traffic signal modifications, drainage adjustments, retaining wall features, temporary traffic control, staging, and stormwater compliance. Submittals will include: • Standard Permit Application • Work in the Right-of-way form Exhibit - Consultant Scope & Cost proposal • Design Engineering Evaluation Report (DEER) Checklist As required for work within Caltrans right-of-way, the project will incorporate applicable Special Provisions, Standard Plans (T9 T14, T30 T34), and construction -phase obligations. BKF will prepare a Traffic Management Plan with phased lane closures and pedestrian/bicycle detour strategies, ensuring safe and efficient operations throughout construction. Because the project cost will most likely exceed $1 M and is located on a freeway facility, a Design Engineering Evaluation Report (DEER) will also be completed to support Caltrans environmental review. BKF will prepare all required documentation, coordinating reviews with Caltrans Permits, Traffic Operations, and Environmental divisions, addressing comments promptly, and supporting the City through permit issuance and Project compliance. A Design Standard Decision Document (DSDD) is not anticipated for this project because the proposed improvements do not anticipate to introduce design elements that deviate from applicable Caltrans Highway Design Manual standards. The project consists of targeted off ramp widening, localized geometric adjustments, and safety enhancements within an existing interchange footprint. None of the planned modifications involve horizontal or vertical alignments, design speeds, sight distance, or operational characteristics that would trigger a formal design exception. As such, it is anticipated that the Project will remain fully compliant with Caltrans design criteria and will not require preparation of a DSDD. An Intersection Safety Operational Analysis Report (ISOAP) is not anticipated for this Project because the Hamilton Avenue/Highway 17 southbound off ramp improvements do not introduce a new intersection configuration, modify control type, or create operational changes that would trigger the need for a formal safety oriented intersection analysis. ISOAPs are typically required when a project introduces new conflict points, changes intersection control, or significantly alters multimodal circulation patterns. In this case, the proposed scope focuses on localized ramp widening, operational efficiency, and safety enhancements within the existing interchange footprint. The project does not modify the existing traffic control strategy or geometric layout of the Hamilton Avenue signalized intersection in a manner that would necessitate an ISOAP. All vehicle movements, pedestrian crossings, and bicycle facilities remain consistent with existing operational patterns, and all improvements will comply with applicable Caltrans Highway Design Manual and MUTCD requirements. Because the project functionality and control type are preserved, and because no new safety risks or unconventional geometric elements are introduced, an ISOAP is not warranted. Exhibit A - Consultant Scope & Cost proposal Should a design exception, operational or safety refinements arise during detailed design or Caltrans coordination that may require a DSDD or ISOAP, supplementary analyses can be prepared under a separate scope of work; however, based on the current scope and anticipated improvements, the DSDD and ISOAP are appropriately excluded from this scope of work. Additional assumptions include the following: • There will be no changes to right-of-way ownership. • The DEER process will be completed within a 12-month period. • Up to four (4) Caltrans meetings will be required. • Up to two (2) review cycles with Caltrans. • No traffic counts or studies are anticipated. • Stormwater Data Report (no post -construction stormwater treatment is anticipated). BKF will document the compliance per Caltrans format in the Storm Water Data Report Long Form. Task 5 Deliverables • Caltrans Encroachment Permit Application OPTIONAL TASK 6: ENVIRONMENTAL DOCUMENTS - NEPA As subconsultant to BKF, MNS shall provide all services necessary to complete environmental clearance and obtain permits from the regulatory agencies. Upon request by the City, MNS will prepare the National Environmental Policy Act (NEPA) documents. Task 6.1 - NEPA Categorical Exclusion Caltrans Coordination and Meetings MNS will summarize the project site data, exhibits and photographs collected as part of CEQA environmental compliance and present the information to Caltrans District 4. Caltrans communication may include emails, telephone calls or meetings (in person or via Microsoft Teams) to initiate the scoping of the technical studies and NEPA Documentation approach. Preliminary Environmental Study (PES) Following the collection of existing site information and meeting with Caltrans to discuss the project, MNS will prepare a project -specific Preliminary Environmental Study (PES) Form, using information that was previously prepared and included in the RFP, and associated field forms for submittal to Caltrans for approval by the City. The PES Form is intended to be a scoping document and its purpose is to identify the following: the scope of the project; existing conditions of the project area; the potential existence of sensitive Exhibit A -Consultant Scope & Cost proposal environmental resources within the project area; required technical studies; the responsible or regulatory agencies where early coordination or consultation is necessary or where approvals and permits are needed; and the NEPA Class of Action (environmental document classification). The PES Form will be updated in accordance with Caltrans guidance provided in the LAPM, Exhibit 6-13: Instructions for Completing the PES Form. In the event that Caltrans determines additional studies are required other than those identified in the draft PES Form, MNS can provide the City with a scope and budget to authorize those tasks. This scope of work assumes up to three rounds of comments on the PES (one round of comment by the City and two rounds of comments by Caltrans). NEPA Document - Categorical Exclusion (CE) MNS assumes that the NEPA document will be a Categorical Exclusion (CE) with technical studies, which would be identified on the PES Form, approved by Caltrans. We assume Caltrans will be the federal lead agency for the CE document to be prepared using Caltrans checklist format (CEQA Exemption/NEPA Categorical Exclusion Determination Form) for the project and in association with the PES and technical reports prepared for the project. Based on a review of the proposed project, the NEPA CE will be completed for the proposed off -ramp improvements associated with Hamilton Avenue/Highway 17 SB, specifically for the alteration of existing public structures on existing highways and streets including widening of off -ramps, constructing retaining walls, modifying existing traffic signals, modifying the curb returns, and other upgrades at the intersection. MNS will follow the approved procedures for the implementation of the excluded actions, avoiding the need for detailed environmental reviews. Task 6.1 Deliverables • NEPA Documentation as Draft and Final PES Form and Categorical Exclusion Meeting Caltrans Requirements (Optional) • Environmental Clearance Approval Package Task 6.2 - Biological Resources Assessment MNS will conduct a database search of the California Department of Fish and Wildlife's (CDFW) California Natural Diversity Database (CNDDB), the California Native Plant Society (CNPS) Electronic Inventory of Rare and Endangered Vascular Plants of California listings, and the U.S. Fish and Wildlife Service (USFWS) Information for Planning and Consultation online system and Critical Habitat mapper to preliminarily identify any special -status biological resources known to occur within the general vicinity of the project site. This will allow MNS to focus their field investigation on federally and State listed species known to Exhibit -Consultant Scope & Cost proposal occur within the vicinity of the project site. In addition, MNS will review U.S. Department of Agriculture soil data, historic/current aerial photographs, and U.S. Geological Survey topographic maps to further assess the ecological conditions within the project site. MNS will analyze and incorporate the preliminary results of its initial environmental due diligence assessment as appropriate. Following the literature review, MNS will systematically survey the project site to document baseline biological conditions and evaluate the site's potential to support special -status plant and wildlife species. Special Status species refer to those plant and wildlife species that are federally or State listed, proposed, or candidates, plant species that have been designated a California Rare Plant Rank by the California Native Plant Society; species that are designated as Fully Protected; Species of Special Concern, or Watch List species by the California Department of Fish and Wildlife. The field survey will be conducted by a qualified biologist(s) to document the presence/absence of special -status biological resources, or to determine the potential for occurrence of such resources that may not be detectable when the literature review is conducted. Notes will be taken on all plant and wildlife species observed onsite during the field survey. In addition, the location of any special -status plant and wildlife species and vegetation communities will be mapped, if present on -site. Vegetation communities occurring within the project site will be cross- referenced with A Manual of California Vegetation (Sawyer et at. 2009). Data collected during the field survey will provide an overall understanding of the project setting and biological resources potentially occurring in the area. MNS will then prepare a technical report to summarize the information and results obtained during the literature review and field survey, document all plant, wildlife, and vegetation communities observed, and determine the potential for any special -status species to occur on or within the vicinity of the project site. In addition, the report will provide an analysis of anticipated project -related impacts to biological resources and identify any additional biological surveys, mitigation measures, and/or permit requirements that may be required prior to implementation of the proposed project. Site photographs taken during the field survey and Geographic Information Systems figures will be included in the report to further enhance written text and visually identify specific biological information as it relates to the project site. For the purpose of this proposal, MNS assumes up to 118 hours for both the site visit and the report preparation including GIS. Assumptions: • The project site will be accessible for MNS biologists to perform the site visit described. Exhibit A -Consultant Scope & Cost proposal • This task does not include focused surveys for special -status species including but not limited to bats. Should suitable habitat be detected during the BRA or should the resource agencies require additional focused surveys including, MNS can conduct these surveys under a separate scope and fee. • The City of Campbell is a recognized "Tree City USA" and requires a Tree Removal Permit for removal of any "protected" trees within the project footprint. MNS assumes the City will process this permit in-house. However, if requested MNS can prepare a Tree Removal Permit application package under a separate scope and fee. • This task does not include the preparation of an Aquatic Resources Delineation Report. Should the BRA indicate that an Aquatic Resources Delineation Report is required, MNS can prepare this report under a separate scope and fee. • One round of minor revisions will be needed upon review prior to finalizing the report. • The cost estimate for this task prescribes our assumed level of effort for this task; any effort above that level is out of scope. Task 6.2 Deliverables • Draft and Final Biological Resources Assessment, in electronic format City of Campbell Hamilton Avenue/Highway 17 Southbound Off -Ramp Widening (Project 24-CC) Exhibit - Consultant Scope & Cost proposal FEE PROPOSAL BK.F ENGINEERS PYAMM .. -Right ��� ®Field ® Survey Services of Way Servies��-�� ® -®�� 3:1' ©®���� r ��' ®®�� ---- ---- 24 f 6,480.00 S 39,544.00 $ 44,878.00 $ 12,978.00 10 40 _ 142 32 166 - 0 S - 54 10 72 386 $ 103,880.00 $ 30,638.00 f 65,518.00 20 4 128 80 4 2B6 60 _ 4 2"S 56,738.00 30 4 132 f 31,046.00 190 16 792 $ 183,940.00 0 f _ 0 f _ 0 f 0 S - - 0 f - 0 S $ cam PIC (Dan Schaefer Survey/RW QA,'QC Utility PE, LEED AP, PM lead (Lauren Traffic Lead Project Coordinator QSD Assoc (Marcelo (Davis Thresh Berman, PE, (Cheung Engineer (Trent (Ben Sanos, Sr Project Field Survey Project Admini' a DBIA) Cosentino. PE) PLS) QSDlP) Wong, PE ) McGowan, PE) PLS) Eng/Sur Project Eng/Sur Design Eng/Sur Tech IV Crew Assistant Assistant' IN r. .00 Subconsullants Task 1 Task 2 Task 3 Task 4 Task S r it N EPA Categorical Exclusion (Also See Subconsukants) Biological Resources Assessment (Also See Subconsukants) Subconsultants Task i Task 2 Task 3 Task 4 Task 5 Task 6 ,MNS Engineers - Environmental Subconsultant Costs Printing, Deliver, Mileage, Postage, Parking _ S 1,000.00 Subconsultant Markup (10%) Reimbursable $ 1,000.00 TOTAL OPTIONAL TASK S 38,044.00