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01-009 Kyoob, Inc'"''~ ~~~~ CITY OF C~PEI~TII ~,~a°I AGREEMENT ~ No.l~ CITY OF CIJPERTINO 10300 Torre Avenue Cupertino, CA 95014 (408) 777-3200 BY THIS AGREEMENT, made and entered into on the 17th by and between the CITY OF CUPERTINO (Hereinafter referred to as CITY) and Name (1) Kyoob Inc. _ (2) Address 404 C Mendocino Avenue City Santa. Rosa, CA Zip 95401 Phone (707) 636-2800 (Hereinafter referred as CONTRACTOR), in consideration of their mutual covenants, the parties hereto agree as follows: CONTRACTOR shall provide or furnish the following specified services and/or materials: Cif:y Hall, Lobby & Conference Room Reconfiguration-Const. Doc., Const. Admin., FF&~ Specs., Inst~allatio.z L Close Out EXHIBITS: The following attached exhibits hereby are made part of this Agreement: See Proposal EXHIBIT "A" TERMS: The services and/or materials furnished under this Agreement shall commence on July 23, 2001 and shall be completed before November 30, 2001 COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: TOTAL NOT TO EXCEED $23,575.00 (INCLUDE REIMBURSABLES) California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of $1,000.00. (at Director of Public Works' option, agreement may be extended up to $34,550.00) GENERAL TERMS AND CONDITIONS Hold Harmless: Contractor agrees to save and hold harmless the Ci1:y, its officers, agents and employees from any and all damage and liabilit Including all costs of defending any claim, caused by or arising out of the performance of this Agreement. City shall not be lia~ for acts of Contractor in performing services described herein. ff due to negligence, errors, and omissions Insurance: Should the City require evidence of insurability, Contract~~r shall file with City a Certificate of Insurance before commencing any services under this Agreement. Said Certificate shall be subject to the approval of City's Director of Administrative Services. Non-Discrimination: No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion or sex of such person. Interest of Contractor: It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this agreement. Contractor certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City. Changes: This Agreement shall not be assigned or transferred without the written consent of the City. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall be: NAME Carmen Lynaugh DEPARTMENT Public Works This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. CONTRACTOR: CITY OFICUPERTINO: By ~ (~Mp~i~~-~"~~~~ e~y Title I )~~I- ~ ` f~l~~r. +t_`3 f ~~i (, - Title Public Wo Pro ' s Mana er Soc. Sec. # APPROVA)~S ~ , / EXPENDITURE DISTRIBUTION EA T ACCOUNT NUMBER AMOUNT ~ CITY K DA E pJ I~ day of July , 20 ~_, White: City Clerk ~ Green: Finance ~ Yellow: Contractor `~ v Pik: Receiving Gold: Department EXHIBIT A Kyoob.. Project Desi~,m Phases Construction Documentation: • A set of detail drawings and documentation will be developed during this phase. This set will include a keyed furniture/lighting( table lamps /floor lamps) plans, detail drawings for custom furniture items(as may be required) by Kyoob. All furniture, fabrics, lighting, equipment (FF&E items) will be specified during this time. • Update of Budget & Review of Budget meeting to be scheduled during this phase. • All finishes specialty fixtures, furniture, fabxir_s and lighting selections will be presented for approval. • Kyoob will coordinate and redline shop drawings of the millwork items (as may be required) All of the keying of the furniture, and electrical plans will be completed during this phase. • Schedule of FF&E items to be compiled. Long lead items 10-14 weeks to be identified during this phase. Purchase orders should be placed at this time. Construction Administration: • Project Management including coordination meetings with the client, general contractor, and sub-contractor to manage the scheduling; dynamics and progress of the job will be coordinated by Kyoob. • Construction meetings will be scheduled on :in as needed basis and all changes made in the field will be documented. • Kyoob Design will be responsible for adherilig to the budget, review of all shop drawings(as may be required), produced in a timely fashion, prior to commencing with the manufacture of all special fixtures or custom millwork items. • Kyoob will be available for attending meetings on an as needed basis. Procurement Services: This service will be provided by the CSR a separate company to Kyoob • Procurement of all FF&E items on the job, ]Kyoob will offer procurement services at trade/net cost (professional design trade discount) with amark-up rate of 25% still passing, a discount pricing structure of up to 75%-85% off retail prices. • CSR will be responsible for all orders and coordinate the delivery/storage requirements. • Purchase orders will be cut on a pro-forma Basis (100% payment in advance), so as to expedite the process and suit the needs of the project schedule. • Freight charges will be initial cost estimates I~rior to shipping and all final freight/storage costs related to the purchased items will be recorded during the job close-out and any additional freight costs or refunds will be made at this time FF~E Installation ~ Project close-out: This service will be provided under contract CSR • Installation of all furniture (FF&E) items will be coordinated by Kyoob/CSR and all items ordered will be inspected for quality anal damages in shipping prior to installation. • A punch-list will be reviewed with the client and issued by Kyoob/CSR. This list will be distributed to the contractor and sub-contractors for immediate attention. All items on this list will be addressed /repaired, so as to ensure a satisfactory completion of the project. Schedule Construction Documentation, Construction Administration, FF~E Specification, Installation and Project close-out Fees by Area Cupertino City Hall Lobby Construction Documentation through to Construction Admin ~ Project close-out: Design Fee : $9,200.00 - $12,600.00 Boardroom A Construction Documentation through to Cor,cstruction Admin FT Project close-out: Design Fee : $2,800.00 - $4,200.00 Boardroom B Construction Documentation through to Corestruction Admin ~ Project close-out: Design Fee : $1,200.00 - $2, 000.00 EXHIBIT A If you have any questions about this, please don't hesitate to call me to discuss the matter. If this contract meets with your approval please sign a copy and return a copy back to us. Sincerely, Caterina Spies-Reece Date Principal Kyoob Inc. Ralph Qualls Date Director of Public Works ~+u~+~, ivienaocmo tivenue, Santa Kosa, (.A 9540 tel :707.636.2800 fax :707.636.2801 www.kyoob.com a~-~`~1 ~~~ ~ CITY OF /~~ ~ ~ CIJPE~T11~ AGREEMENT CITY OF CUPERTINO 10300 Torre Avenue Cupertino, IAA 95014 (408) 777-3200 PU~~. ~(~ ~,~~ ~ NO. BY THIS AGREEMENT, made and entered into on the 19th day of APRIL , 20 O1 , by and between the CITY OF CUPERTINO (Hereinafter referred to as CITY) and Name (1) KYOOB INC . (2) Address 13352 ARNOLD DR. City GLEN ELLEN Zip 95442 Phone ~ 707 ) (Hereinafter referred as CONTRACTOR), in consideration of their mutual covenants, the parties hereto agree as follows: CONTRACTOR shall provide or furnish the following specified services and/or materials: RECONFIGURATION OF CITY HALL LOBBY TO INCLUDE ]VEW POLICE OFFICE AND TO UPGRADE BOARDROOMS A, B EXHIBITS: The following attached exhibits hereby are made part of this Agreement: & C - INCLUDES CONCEPTUAL/SCHEMATIC SEE PROPOSAL EXHIBIT "A" DESIGN & DESIGN DEVELOPMENT AND FF&E SELECTION TERMS: The services and/or materials furnished under this Agreement shall commence on APRTT. 1 ~, ~f)(l l and shall be completed before?"~TTT. vu . TF .T r:OMPT.RTTC!T? ~1R APRZL 1 9, 2002; TnrtilCH EVER COMES FIRST COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: TOTAL NOT TO EXCEED $14,050.00 (INCLUDE REIMBU:2SABLES) California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of $1,000.00. GENERAL TERMS AND CONDITIONS Hold Harmless: Contractor agrees to save and hold harmless the Cily, its officers, agents and employees from any and all damage and liability 'ncluding all costs of defending any claim, caused by or arising out of the performance of this Agreement. City shall not be liabl for acts of Contractor in performing services described herein. due to negligence, errors and omissions, Insurance: Should the City require evidence of insurability, Contract~~r shall file with City a Certificate of Insurance before commencing any services under this Agreement. Said Certificate shall be subject to the approval of Ciry's Director of Administrative Services. Non-Discrimination: No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion or sex of such person. Interest of Contractor: It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this agreement. Contractor certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City. Changes: This Agreement shall not be assigned or transferred without the written consent of the City. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall be: NAME CARMENY LYNAUGH _ DEPARTMENT PrrRT.Tr. WnRK~ This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. CONTRACTOR: CITY O UPERTINO: \~ .~ r By ~~}~~`. ~~~~,~~ Ely ~,. Title ~It-y~1~~ c'~~ - l~'~ Title PUBLIC WORKS PR E -for.- ` c. # w -- .3 ~~4.; 2 APPROVALS n _ ,~ . / ~ ~ EXPENDITURE DISTRIBUTION R E T ACCOUNT NUMBER AMOUNT ~ 1 CITY CLER DATE ~-r ~~l 110-8101-7014 ~. J $14,050.00 White: City Clerk ~ Green: Finance Yellow: Contractor ovP' ~ ~ ' g Gold: Department ~ ~ Kyoob~ Mr. Ralph Qualls Director of Public Works 10300 Torre Avenue Cupertino CA, 95014 Apri16, 2001 Dear Mr. Qualls, It was a pleasure to meet with you and the team last week, to review the our schematic concepts for the Lobby at City hall. After reviewring the work you requested of us for each of the conference rooms please find the attached outline. We understand that per your request that we approach this fee proposal by each individual area. There will not be any structural changes made to any of the effected areas. New Police Office in Lobby Area; New partition walls and entry door with a sidelight. The walls to this office are not to be full height due to building permit issues and preference to maintain the same sprinkler & the I1VAC configuration. This new office is to accommodate three desk workstation areas. New carpet, paint and possible window treatments need to be selected for this new office space. The mural will be relocated to the new outer wall of this office. Conference Room A New carpet (possibly the same as the new corridor carpet), acoustical and tack-able wall covering, white-board, & erase-wall covering, paint are to be selected for this room. The furniture plan is to include seating for 16-18 people and a flexible boardroom table with an additional 6 stack chairs. The existing storage unit is to be painted and re-configured so as to receive the television. The center sliding doors will be replaced with retractable pocket doors and the television will be placed on a pull-out swivel shelf. All of the existing hardware on the storage unit will be replaced. The entry door on the conference room (interior) side, is to be painted to match the storage unit. Conference Room B Existing Carpet, acoustical and tack-able wall covering, whiteboard, & erase wall, and paint are to be selected for this room. Furniture to include a flexible table with seating for 10 people and 6 additional stack chairs. The clerk storage is to be addressed and accommodated within this room. 404C MENDOCINO AVENUE, SANTA ROSH, CA 95401 TELEPHONE :707.636-2800 FAX :707.636-2800 DWIBIT A Kyoob_ Conference Room C Remove the partition wall and utilize the existing closet for the stack chair storage. Remove the entry door (into the smaller of the two rooms) block in the wall, and reposition this door onto the front of the new closet(presently the recess for the partition wall storage). New carpet, paint ,acoustical tack-able wall covering;, whiteboards, new doors and hardware to the existing wall storage units. Additional 2-3 floor receptacle outlets underneath the conference table. The ceiling is to be made straight/flat, without the existing angled down portion. Furniture to include a flexible conference table to accommodate 20-24 people and 20 stackable chairs, armoire unit to hold the television/video & computer (emergency computer). A sit test for the chairs is to me arranged after concept scheme approvals. We look forward to working with you and your team on this project. Please let us know if you have any questions and we will be delighted to meet with you again in the near future. Please find the attached proposal for our design and procurement services for the Conference rooms and the additional new office for the Police in the existing Lobby. Best Regards, Catering Spies-Reece 404C MENDOCINO AVENUE, SANTA ROSA, CA 95401 TELEPHONE :707.636-2800 FAX :707.636-2800 Kyoob po-I1BIT A Schedule of Tlme Allowan~:es c~ Design Fee byAtea Cu~ertrno CYty HaU New Police Office (located within the existng City Hall Lobby area) Conceptual -Schematic Design through to .Design Development & FF&E Selection Time Allowance : 2-3 weeks or 20- 25 hours Design Fee: X1,8.00 -,2,500.00 Boardroom A Conceptual -Schematic Design through to .Design Development & FF&E Selection "lime Allowance : 2-3 weeks or 355 hours Design Fee : ~'2, 500.00 - ~'3, 800.00 Boardroom B Conceptual -Schematic Design through to .Design Development & FFd~E Selection Time Allowance : 1-2 weeks or 15-20 hours Design Fee : x'1,800.00 - $2,250.00 Boardroom C Conceptual -Schematic Design through to .Design Development cat FF&E Selection Time Allowance : 3-4 weeks or 35- 50 hours Design Fee : x'3,500.00-x`5,500.00 Total Projected Range ofFees Conceptual through to Design Development /FF&E Selection: $9,600.00- $14,050.00 In the event that you seek further services from Kyoob involving work with regards to the Construction Documentation Phase thr~~ugh to the Project Installation & Procurement Services from CSR. [fie would be happy to provide you with those additional fees for your further review 404C Mendocino Avenue. Santa Rosa, CA 95401 "Telephone :707.636.2800 Fax :707.636.2801 ~OiIBR A Kyoob.. Project Design Phases Conceptual /Schematic Design & Project 1=togramming. • Kyoob will create the schematic furniture layout plan drawings. • Design program & construction schedule documents will be reviewed together by the design team. We will work off of the base plans provided by yourselves. • Upon approval of the programming document, conceptual schematic plans; elevations and section drawings(as may be needed) will be issued for review. • Design coordination meetings will range between 1- 2 meetings during this phase. • Preliminary FF & E selections of Finishes a:~Id furniture, lighting, will be supplied for review during this conceptual schematic phase of work. Design & Budget Development, FF&E Selc~ctron: • The conceptual schematic designs are further developed and expounded upon during this phase of work. All of this work will be done in coordinating and working closely with yourselves. • There will be 1-2 design coordination meetings expected during this phase of the work and one presentation meeting to the client. • Electrical layouts(as may be required) will be provided and coordinated by Kyoob. • A separate meeting will be held during this phase to discuss the procurement contract or methods of procurement with the client. • A Preliminary Budget will commence, based. on the preliminary design development approved by the client . • Design & Budget review for client approvals will be required so as to move into the construction documentation (CD) phase. • All outstanding design issues will be resolved and finalized with client approvals at this point of the project program. Construction Documentation: (this phase n~~t included In the Fee Proposal) • A set of detail drawings and documentation will be developed during this phase. This set will include a keyed furniture/lighting( table lamps /floor lamps) plans, detail drawings for custom furniture items( as may be required) by Kyoob. All furniture, fabrics, lighting, equipment (FF&E items) will be specified during this time. • Update of Budget & Review of Budget meeting to be scheduled during this phase. 404C Mendocino Avenue, Santa Rosa, CA 95401 Telephone :707.636.2800 Fax :707.636.2801 EXHIBITA Kyoob_ Construction Documentation: (cont'd, this j7hase not included In the Fee Proposal) • All finishes specialty fixtures, furniture, fabrics and lighting selections will be presented for approval. • Kyoob will coordinate and redline shop drawings of the millwork items (as may be required) All of the keying of the furniture, ;end electrical plans will be completed during this phase. • Schedule of FF&E items to be compiled. Long lead items 10-14 weeks to be identified during this phase. Purchase orders should b~ placed at this time. Construction Administration: (this phase ncrt included sn the Fee Proposal) • Project Management including coordination meetings with the client, general contractor, and sub-contractor to manage the scheduling dynamics and progress of the job will be coordinated by Kyoob. • Construction meetings will be scheduled on an as needed basis and all changes made in the field will be documented. • Kyoob Design will be responsible for adhering to the budget, review of all shop drawings(as may be required), produced in ;~ timely fashion, prior to commencing with the manufacture of all special fixtures or custom millwork items. • Kyoob will be available for attending meetings on an as needed basis. Procurement Services: (tlu's phase not included to the Fee Proposal) This service will be provided by the CSR a separate conrparry associated with Kyoob • Procurement of all FF&E items on the job, Kyoob will offer procurement services at trade/net cost (professional design trade discount) with amark-up rate of 25% still passing, a discount pricing structure of up to 75%-85% off retail prices. • CSR will be responsible for all orders and coordinate the delivery/storage requirements. • Purchase orders will be cut on a pro-forma basis (100% payment in advance), so as to expedite the process and suit the needs of tl,e project schedule. • Freight charges will be initial cost estimates ~~rior to shipping and all final freight/storage costs related to the purchased items will be recorded during the job close-out and any additional freight costs or refunds will be made at this time 404C Mendocino Avenue, Santa Rosa, CA 9540] Telephone :707.636.2800 Fax :707.636.2801 EXHIBIT A Kyoob,_ FF1~E Installation 1~ Project Close-Out: (phase not included sn the Fee Proposal) This service will be provided by the CSR arm of Kyoob. • Installation of all furniture (FF&E} items will be coordinated by Kyoob/CSR and all items ordered will be inspected for quality and damages in shipping prior to installation. • A punch-list will be reviewed with the client and issued by Kyoob/CSR. This list will be distributed to the contractor and sub-contractors for immediate attention. All items on this list will be addressed /repaired, so as to ensure a satisfactory completion of the project. Compensation &c B.tUing Schedule of Kates: Principal; ,B'135.00 perhour Pmject Desiner/ProjectManager; x'100.00 Designer/Procuerement; ,x'85.00 CAD/ Draftsperson; ,75.00 Administrative; x'65.00 Clerical,• $45.00 In addition, Kyoob shall be reimbursed for cert~un direct expenses incurred in the course of the work, including costs of postage, photographic film purchase, development and printing, faxes, long distance telephone calls, reproduction of drawings & other printed matter, and travel expenses. For Additional Services, Owners shall compensate Kyoob on the same basis. Kyoob will invoice once a month for work performed in the previous period, and payments are due no later than one month after the date of billing. Overdue payments are subject to increase at an interest rate of one and one half percent per month. This agreement may be terminated or otherwise suspended by either party upon written notice. If the project is suspended by Owners for more than six months, Kyoob' compensation would be subject to re-negotiation. Owners shall limit Kyoob 's liability for professional errors and omissions to the amount: of the Kyoob 's compensation. Please refer to the attached terms and conditions of this agreement for further clarification. 404C Mendocino Avenue, Santa Rosa, CA 95401 Telephone :707.636.2800 Fax :707.636.2801 Kyoob,_ EXHIBIT A If you have any questions about this, please don't hesitate to call me to discuss the matter. If this contract meets with your approval please si;n a copy and return a copy back to us. Sincerely, r~ ~ .~~0 Caterina Spies-Reece Date Principal Kyoob Inc. Ralph Qualls Director of Public Works Date 404C Mendocino Avenue, Santa Rosa, CA 95401 "Telephone :707.636.2800 N'ax :707.636.2801 EJCHIBIT A Standard Terms and Conditions of Agreement Between Owner and Designer Article 1: Designer's Services and General Provisions lA. Designer's Services: The Designer's services are limited to those services described in the Letter of Agreement and these Terms and Conditions. The Designer (also referred to as "KYOOB") is the party so identified on the signatory page of this Agreement. The term "Designer" shall include the Designer's officers, directors, shazeholders, employees and agents. 1B. Schedule: The Designer's services shall be performed as expeditiously as is consistent with professional skill and caze and the orderly progress of the Work. In no event shall the Designer be held liable for damages arising from delays beyond its control. Article 2: Designer's Basic Services information and belief, the quality of the Work is in accordance with the Contract Documents. 2B.6 Submittals: The Designer shall review and take appropriate action upon those Shop Drawings, product data and samples required of the Contractor by the Contract Documents, but only for the limited purpose of checking for general conformance with the visual and aesthetic design concept as expressed in the Contract Documents. The Designer shall not be responsible for any deviations between (1) the Shop Drawings and (2) the Contract Documents and field conditions. Review of such submittals is not conducted for the purpose of determining or substantiating accuracy and completeness. The times allowed for the Designer's review of submittals shall be in accordance with a submittal schedule to be promptly prepared by the Contractor after execution of the Contract for Construction and submitted to the Designer for review and approval. Review times may be modified if required by the Designer before its approval of the submittal schedule to allow reasonable and sufficient times, in the Designer's judgment, for adequate review, delivery times, and multiple reviews by others when necessary. The Designer shall be compensated by the Owner on an Additional Service basis for more than two reviews of a submittal. 2A. Definition: The Designer's Basic Services consist of [hose serviced described in the Letter of Agreement and the Terms and Conditions. 2B. Construction Phase -Administration of the Construction Contract 2B.1 Designer's Representation of Owner: The Designer shall be a representative of and shall advise and consult with the Owner until termination of the Construction Phase. The Owner shall be solely responsible for ensuring that any agreement between the Owner and Contractor or any other party is in conformance with the terms and conditions contained in this Agreement. 2B.2 Site Visits: The Designer shall visit the site at intervals necessary in the judgment of the Designer or as otherwise agreed by the Owner and Designer in writing to become generally familiar with the progress and quality of the Work completed and to determine in general if the Work completed is in accordance with the Contract Documents. However, the Designer shall not be required to make exhaustive or continuous on site inspections to check the quality or quantity of the Work. On the basis of on site observations as a designer, the Designer shall keep the Owner informed of the progress and quality of the Work. 2B.3 Limitations of Construction Responsibility: The Designer shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, schedules, sequences or procedures, fabrication, procurement, shipment, delivery, receipt or installation, or for safety precautions and programs in connection with the Work, since these are solely [he Contractor's responsibility under the Contract for Construction. 2B.4 Payment Applications. Based on the Designer's observations and the Contractor's applications for payment, [he Designer shall review and make recommendations to the Owner regazding the amounts due the Contractor. 2B.5 Certificate for Payment: The Designer's Certificate for Payment shall constitute a representation to the Owner, based on the Designer's observations at the site and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Designer's knowledge, 2B.7 Change Orders: The Designer may prepare Change Orders and directives, with supporting documentation and data if deemed necessary by the Designer. 2B.8 Substantial Completion, Warranties: The Designer shall conduct field reviews of the Work to determine the date or dates of Substantial Completion and the date of final completion. The Designer's Basic Services shall include a field review of the Contractor's comprehensive list of items to be completed or corrected (final punch list), and one follow-up field review if required. Article 3: Additional Services 3A. Additional Services General: The Additional Services (also termed "Supplemental Services") described in this Agreement are not included in Basic Services unless so identified in the Letter of Agreement and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. Such services may include the following: 3A.1 Revisions: Making revisions in Drawings, Specifications, Project Manual or other documents when such revisions are: (1) inconsistent with approvals or instructions previously given by the Owner, (2) required by the enactment, revised interpretation, jurisdictional differences in interpretation, or revision of codes, laws or regulations subsequent to the prepazation of such documents, or additional costs caused by delays resulting from such; or (3) due to changes required as a result of the Owner's failure to render decisions in a timely manner; (4) due to any services made necessary by Owner's request for modifications to or substitution of Designer's standard forms. 3A.2 Project changes: Providing services required because of changes in the Project. 3A.3 Change Orders: Preparing Drawings, Specifications and other documentation, analysis and supporting data, evaluating Contractor's proposals, in connection with Change Orders and directives. EXHIBIT A 3A.4 Substitutions: Providing services in connection with evaluating substitutions proposed by the Contractor or Owner. 3A.5 Fire or Other Damage: Providing services in connection with replacement of Work damaged by fire or other causes. 3A.6 Default• Providing services made necessary by the default or termination of the Contractor, by defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner, Contractor or others performing services or providing work on the Project. 3A.7 Claims: Providing services in connection with claims submitted by the Contractor or others. 3A.8 Hearings, Proceedings: Providing services in connection with [he prepazation for, or attendance at, public hearings or other meetings, or legal proceedings, except where the Designer is a party thereto. 3A.9 Alternates, etc.: Preparing documents for alternate, fast-track, separate or sequential bids or providing services in connection with bidding, negotiation or construction prior to the completion of the Construction Documents Phase. 3A.10 Existing or Other Facilities: Providing services to investigate facilities or existing conditions or to make measured drawings thereof. 3A.11 Owner' Information: Providing services made necessary by failure of Owner to famish complete and timely information as required in section titled "Owner's Responsibilities." 3A.12 Separate Contractors: Providing coordination of construction or installation performed by separate contractors or by the Owner's own forces. 3A.13 Separate Consultants: Providing services in connection with the work of a construction manager or separate consultant retained by Owner. 3A.14 Detailed Estimates: Providing detailed estimates of Construction Cost. 3A.15 /nventories and Appraisals: Making inventories of materials, furnishings or equipment, or valuations and detailed appraisals of existing facilities. 4C. Legal and Financial Information: The Owner shall promptly furnish the Designer with (1) a legal description of the property, (2) [he name and address of the property owner, and (3) the name and address of the Project's construction lender(s). 4D. Owner's Representative; Approvals: The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Designer's services. The Designer shall commence its services only after receiving the Owner's written approval of the previous phase and the Owner's authorization to proceed. If the Designer is required to make multiple presentations in order to secure approval, such shall be compensated as Additional Services. 4E. Existing or Base Building Information: Where the Project includes new or additional construction, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. Where the Work includes remodeling of an existing work or of a base building, the Owner shall provide or cause others to provide to the Designer all drawings, specifications and other information describing the existing work or base building construction, spaces and systems in or with which the Project is to be located or integrated, which are necessary for the Designer to perform the services under this Agreement. 4F. Other Consultants: Where the Project includes new or additional construction on the site, the Owner shall famish the services of geo-technical engineers. The Owner shall famish the services of other consultants not provided under this Agreement when such services aze required by the Designer or required by the scope of the Project. 4G. Tests: The Owner shall furnish stmctural, mechanical, chemical, air and water pollution and hazazdous materials tests, and other laboratory and environmental tests, inspections and reports required by 1) law, 2) the authorities having jurisdiction over the Project, or 3) the Contract Documents. 4H. Legal, Accounting, Insurance Services: The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, and the Designer's services or advice shall not be construed or relied upon as such. 3A.16 Testing, Operation: Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 3A.17 Other Additional Services: Providing any other services not otherwise included in this Agreement. Article 4: Owner's Responsibilities 4A. /nformation: The Owner shall provide or cause others to provide full information regazding requirements for the Project. 4B. Budget: The Owner shall establish and update an overall budge[ for the Project. 4I. Expense, Schedule, Accuracy: The services, information ,surveys and reports which aze to be provided by the Owner, shall be provided promptly at the Owner's expense, and the Designer shall be entitled to rely upon the accuracy and completeness thereof. 4J. Certificates and Other Forms: The owner agrees that the Designer has no obligation and shall not be required to sign any certificates, certifications, statements, forms or other similar documents other than the appropriate Designer's standard form. The proposed language of any such documents or similar documents shall be submitted to the Designer for review at least 14 days prior to the date requested for execution, and the Designer shall be compensated for all expenses incurred in this connection. 4K. Record Drawings: If record drawings are required, [he Owner shall require the Contractor [o provide the Owner with complete record drawings that indicate (1) the location and size of all underground or imbedded construction and (2) all changes to the original drawings including [hose that have resulted from change orders, field EXHIBIT l~ orders, supplemental drawings or Shop Drawings. Any review or handling of record documents by the Designer shall not be construed as an assumption by the Designer of any responsibilities for accuracy or completeness of such documents. Article 5: Construction Cost SA. Construction Cost: The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Designer, except if otherwise stated in the Letter of Agreement. SB. Estimates: Evaluations of the Owner's Project Budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost, if any, prepared by the Designer, represent the Designer's best judgment as a design professional familiaz with the construction industry. The Designer cannot an does not warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any cost estimate or evaluation prepared or reviewed by the Designer. SC. Fixed Limit: No fixed limit of Construction Cost shall be established as a condition of the Agreement by the famishing, proposal or establishment of a Project Budget. SD. Delayed Bidding or Negotiations: If the Bidding or Negotiation Phase has not commenced within 90 days after the Designer submits the Construction Documents to the Owner, any Project Budget shall be adjusted to reflect changes in the general level of prices between the date of submission of the Contract Documents to the Owner and the date on which proposals are sought. SE. Compensation /f Not Constructed: The Designer shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. Article 6: Use of Designer's Drawings, SpeciScations and Other Documents 6A. Use of Documents: The Drawings, Specifications, computer tapes, and other documents prepared by the Designer for this Project are instruments of the Designer's service for use solely with respect to this Project and, unless otherwise provided, the Designer shall be deemed the author of these documents and shall retain all common law, statutory and other reserved rights, including the copyright. The Designer's Drawings, Specifications or other documents shall not be used by [he Owner or others on other projects, for additions to this Project or for completion of the Project by others, except by agreement in writing and with appropriate compensation to the Designer. In the event of any unauthorized use, reuse or modification of the Designer's Drawings, Specification or other documents by any person, firm or legal entity, the Owner agrees to indemnify the Designer from and against claims arising out of such use, reuse or modification of the Designer's Drawings, Specifications or other documents, or where the Designer has not been retained to provide full services. The cost of the mediation service shall be borne equally by the parties. 7B. Attorney's Fees; Prevailing Parry: Should any proceeding be commenced between the parties to this Agreement seeking to enforce any of its provisions, including, but not limited to, fee provisions, the prevailing party in such proceeding shall be entitled, in addition to such other relief as may be granted, to a reasonable sum for attorneys' fees which shall be determined by the court or forum in such proceeding or in a separate action brought for that purpose. 7C. Indemnification Where Not Attributable to Designer: The Owner agrees to indemnify the Designer from and against claims arising out of the performance or nonperformance of obligations under this Agreement, except for that portion of the total of such loss or liability as is equal to the portion of total loss or liability for the loss or damages found by a court or form of competent jurisdiction to be attributable to the negligent errors or omissions of the Designer. Article 8: Termination, Suspension or Abandonment 8A. Termination: This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement. 8B. Suspension: If the Project is suspended by the Owner for more than 30 consecutive days, the Designer shall be compensated for services performed prior to notice of such suspension, and the Designer compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the Designer's services. 8C. Failure to Make Payments: Failure of the Owner to make payments to the Designer in accordance with this Agreement may be considered by the Designer to be substantial nonperformance and cause for termination. If the Owner fails to make payments when due the Designer for services and expenses, the Designer may, upon seven days' written notice to the Owner, suspend performance of its services. Unless payment in full is received by the Designer within seven days of the date of the notice, the suspension shall take effect without further notice. In the event of a suspension of services, the Designer shall have no liability to the Owner for delay or damage caused the Owner or any party because of such suspension of services. The Designer shall have the right to retain possession of all Drawings, Specifications and other documents prepazed for this Project until full payment of all amounts due for services performed has been received. The Designer shall not be held liable for any claims, liabilities, costs, damages or losses that may result from such withholding of Drawings, Specifications or other documents. 8D. Compensation Upon Termination: In the event of termination, the Designer shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and Termination Expense computed as five percent of the fee for Basic Additional Services. Article 7: Claims and Disputes 7A. Mediation: Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof shall be subject to mediation prior to undertaking any legal action. 8E. Indemnification if Terminated: In the event that the Owner terminates this Agreement prior to completion of construction, or the Owner chooses to engage the Designer for partial or less than full services throughout any phase of the Project, the Owner agrees to indemnify the Designer from and against claims arising out of the Work, except for EXHIBIT A that portion of the total of such loss or liability as is equal to the portion of total loss or liability for the losses or damages found by a court or forum of competent jurisdiction to be attributable to the negligent errors or omissions of the Designer. Article 9: Miscellaneous Provisions 9A. Law: This Agreement shall be governed by California law. destructive testing or opening of any concealed portions of the building in order to ascertain its actual conditions. The Designer shall not be held responsible for latent conditions subsequently discovered. In the event that the Designer's assumptions, made in good faith, prove to be incorrect, the Owner agrees that the costs required to correct any ensuing problems based upon such assumptions. The Owner further agrees to indemnify the Designer from and against claims arising as a result of the performance of any work which was based on such good faith assumptions, except where the Designer is found to be solely liable for such damages or losses by a court or forum of competent jurisdiction. 9B. Successors and Assigns: The Owner and Designer, bind themselves, their partners, successors, assigns and legal representatives to the other party to the Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Designer shall assign this Agreement without the written consent of the other. 9C. Entire Agreement: This Agreement represents the entire and integrated agreement between the Owner and Designer and supersedes all prior negotiations, representations or agreements, either written or oral. 9D. Hazardous Materials: The Owner acknowledges that the Designer is unable to reasonably obtain insurance for claims arising out of the performance or failure to perform professional services, including but not limited to, the preparation of reports, designs, drawings and specifications or testing related to the investigation, detection, abatement, replacement, discharge or removal of products, materials or processes containing asbestos, PCB, or any other toxic or hazardous contaminants, materials, air pollutants or water pollutants at the site ("Hazardous Substances" or "Hazazdous Substances Services"). Accordingly, the Designer shall not provide such services. The Owner hereby agrees to bring no claim for negligence, breach of contract, indemnity or other cause of action against the Designer if such a claim in any way arises out of Hazardous Substances or Hazardous Substances Services. The Owner agrees to Hazardous Substances or Hazardous Substances Services, except where the Designer is found to be solely liable for such damages or losses by a court or forum of competent jurisdiction. 9E. Limitations of Assurance: Not with-standing any other provisions in this Agreement to the contrary, nothing herein contained shall be construed as: (1) constituting a guarantee, warranty or assurance, either express or implied, that the services under this Agreement will yield or accomplish a perfect outcome for the Project; or (2) obligating the Designer to exercise professional skill or judgment greater than that which can reasonably be expected from other designers under like circumstances for the Project locale; or (3) an assumption by [he Designer of the liability of any other party. Nothing in this benefit of, or which may be enforced by, the Contractor, construction manager, if any, subcontractors, or other persons or entities performing or supplying work to the Project, or the sureties or insurers of any of them. It is understood that the Designer's obligations are to the Owner only, and that in performing such obligations, the Designer may increase the burdens and expenses of such persons and entities. The Owner shall include such a provision in any agreement between the Owner and such persons and entities. 9F Latent Conditions: In the event that the Project includes any remodeling, alteration or rehabilitation work, the Owner understands and acknowledges that certain design and technical decisions are made on assumptions based upon readily available documents and visual observations of existing conditions. The Designer shall not perform any 9G. Areas and Measurements: Area calculations, if any, provided by the Designer are derived from drawing dimensions and/or field measurements. As such, they are approximate to the degree that variations in measurements result from tolerances normally found in drawings, reproductions, calculations and construction. Areas and measurements provided by the Designer are no[ intended [o be used as the basis of calculations for rent or other such purpose. The Designer shall not be held responsible for incorrect dimensions provided by others, existing conditions, base building or other work, or failure of the Contractor or others to verify dimensions where close-fitting work, furnishings or equipment aze to be installed. 9H. DesignlBuild: If Design/Build Contractors or subcontractors aze to be retained directly by the Owner or Contractor for specified portions of the design and construction of the Project, each Design /Build Contractor or subcontractor shall be responsible for (1) preparing engineering and other drawings and specifications for all components of its Design /Build contract, (2) complying with the Project requirements and space limitations, (3) coordinating and interfacing with other trades and consultants, and (4) obtaining approvals from authorities having jurisdiction over the Project. The Design/Build Contractor or subcontractor shall be the Professional of Record for its portion of the Work, responsible directly to the Owner. Design/Build systems designs shall be reviewed by the Designer only for conformance to the aesthetic aspects of the architectural design and major space limitations. Review by the Designer of more than three Design/Build proposals for adesign/Build trade shall be compensated as Additional Services. 9I. Substantial Completion.• Substantial Completion is the stage in the process of the Work when [he Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use or when the Designer or Owner so acknowledge in writing, whichever occurs earliest. 9J. Work: The term "Work" means the construction designed by the Designer and required by the Contract Documents, including all labor, materials, equipment, and if any, fixtures, furniture and fumishings incorporated or to be incorporated in such construction. No definition of "Work" shall be construed to extend the responsibilities or services of the Designer beyond those specifically set forth in this Agreement. 9K. Owner: The term "Owner" refers to the party so designated in the Letter of Agreement, or its authorized representative, and does not necessarily imply ownership of the property or facility. The term "Client" may be used synonymous with "Owner". 9L. Owner's Consultants: The Designer's coordination with the Owner's separate consultants shall be limited to the necessary for consistency of the Designer's documents with the Owner's individual separate consultants, EXH fglT A in accordance with the Designer's document entitled "Consultant Coordination," a copy of which is available from the Designer. In no event shall the Designer be held responsible for the technical adequacy or accuracy of the consultants' work or for coordination between separate consultants. 9M. Indemnify: The term "indemnify" shall mean to indemnify, defend and hold the Designer harmless from and against any and all claims liabilities, suites, demands, losses, costs and expenses, including, but not limited [o, reasonable attorneys' fees and all legal expenses and fees incurred on appeal and all interest thereon, accruing to or resulting from any and all persons, firms, or any other legal entity, on account of any damage or loss to property or persons, including, but not limited to, death, arising out of a specified action or inaction. 9N. Risk Allocation: Owner hereby agrees that to the fullest extent permitted by law, the Designer's total liability to Owner for any and all injuries, claims, losses, expenses or damages whatsoever arising out of or in any way related to the Project or this Agreement from any cause or causes including but not limited to the Designer's negligence, errors, omissions, breach of contract or breach of warranty shall not exceed the total compensation received by the Designer under this Agreement. Article 10: Payments to the Designer 10A. Hourly Rates: Where services are to be compensated on an hourly basis, compensation shall be based on the flat hourly rates set forth in the Designer's and Designer's consultants', if any, standard rate schedules, copies of which are attached or shall be provided to the Owner on request. Such rates may be adjusted in accordance with the Designer's and Designer's consultants' normal salary and expense review practices and times. IOB. Reimbursable Expenses: Reimbursable Expenses aze in addition to compensation for Basic and Additional Services and include expenses incurred by the Designer and Designer's employees and consultants, if any, in the interest of the Project, except if otherwise specified in the Letter of Agreement, including expenses in connection with transportation in connection with the Project; authorized out of town travel, including travel time; long distance communications' sales taxes and other transactional taxes' fees paid for securing approval of authorities having jurisdiction over the Project reproductions, postage, messengers, delivery, copying, facsimile, and handling of Drawings, Specifications and other documents, and other data communications and telecommgnications; overtime work if authorized in advance by the owner, personnel time , travel and other Reimbursable Expenses for additional or special meetings or presentations requested by the owner that aze in addition to those required under the Basic Services; renders, models, mock-ups, photography, and reproductions, excluding preliminary study sketches and rough study models included under Basic Services; additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Designer and Designer's consultants; computer-assisted design, drafting, and plotting (CADD) equipment time, and other computer equipment time in connection with the Project, excluding invoicing, accounting, and non-technical word processing, at the Designer's standard rates. payment shall be credited against the final payment due the Designer. IOD. Progress Payments: Payments for Basic and Additional Services and Reimbursable Expenses shall be due and payable on receipt of the Designer's invoice. Designer's invoices for progress payments shall be based on hours incurred during the previous billing period, unless the basis of compensation is a lump sum, unit rate, or percentage fee, in which case progress payment shall be based on the Designer's determination of [he percentage of services performed through the previous billing period, and in accordance with the progress payment schedule stipulated in the Letter of Agreement or subsequently mutually agreed upon by Owner and Designer. Disputes or questions regarding an invoice or portion of an invoice shall not be cause for withholding payment for the remaining portions due. Amounts unpaid thirty (30) days after the issue date of the Designer's invoice shall be assessed a service charge of 1-1/2% per month on balances outstanding, and shall be subject to the provisions of Pazagraph 8C. IOE. Time Extensions: If and to the extent that the time initially established is extended beyond the date of issuance of the final Certificate for Payment, or 30 days after the date of Substantial Completion of the Work, or if the Designer's services are delayed or interrupted and have not been completed within the time limitations set forth in the letter of Agreement, whichever date is earliest, compensation for any services rendered during the additional period of time shall be computed as an Additional Services. IOF. Change in Project scope: When compensation is based on a percentage of Construction Cost and any portions of the Project aze deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services aze performed on those portions, in accordance with the progress payment schedule as set forth in Subparagraph lOD based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cos[ or detailed estimate of Construction Cost for such portions of the Project. If the scope of the Project or of the Designer's services is increased, the Designer's fees shall be increased accordingly. If the scope of the Project and the Designer's services is reduced, the Designer's fee shall be reduced only as applicable [o the portions of the Designer's services that were not performed as of the date of such changes, and that would be reduced by such change in scope. IOG. Payments for additional or Hourly Services; Consultants: For Additional Services or other hourly services, compensation shall be based on Designer's hourly flat rates plus one and one-tenth (1.1) times any consultants' invoices to the Designer for such services. IOH. Payments for Reimbursable Expenses: For Reimbursable Expenses, the Designer's compensation shall be computed based on 1.10 times the amounts invoiced [o the Designer. 10I. Deductions: No deductions offsets or withholdings shall be made from [he Designer's compensation unless the Designer has been found to be legally liable for such amounts. IOC. /nitial Payment: An initial payment may be specified in the Letter of Agreement, and shall be paid upon commencement of the Designer's services and is [he minimum payment under this Agreement. The initial b~" Cl-~ ' D~~ AGREEMENT CITY OF CiUPERTINO 10300 Torre Avenue NO. ~n .s`/lP.,~ ~ P~ jp~ t~ ~ti C1~Y OF Cupertino, CA 95014 CU PE~TINO ~~-, ~ 3 0 ~ (408) 777-3200 BY THIS AGREEMENT, m e into on the day of _ by and between the CITY OF CUPERTINO (Hereinafter referred to ors CITY) and Name (1) KYOOB INC . _ (2) Address 404~CMENDOCINO AVE. City SANTE~ ROSA Zip 95401 Phone (707) 636-2800 (Hereinafter referred as CONTRACTOR), in consideration of their mlatual covenants, the parties hereto agree as follows: CONTRACTOR shall provide or furnish the following specified services and/or materials: CITY HALL LOBBY RECONFIGURATION FOR CONCEPTUAI,/SCHEMATIC DESIGN & DESIGN DEV. & FF&E SELECTION EXHIBITS: The following attached exhibits hereby are made part of this Agreement: SEE PROPOSAL EXHIBIT "A" TERMS: The services and/or materials furnished under this Agreement shall commence on MARCH 6 , 2001 &Rd-6F~11~3A-GOR~~16tA61.1aGfCK2 TTNTTT PR(1TF('T ('WHAT FTTnrT n~nCH 6, 2002, WHICH EVER COMES FIRST COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: TOTAL NOT TO EXCEED $7,700 (INCLUDE REIMBURSA.BLES) California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of $1,000.00.(AT DIRECTOR OF P.W. OPTION AGMT. MAY BE EXTENDED BY $2,500) GENERAL TERMS AND CONDITIONS Hold Harmless: Contractor agrees to save and hold harmless the Ciiy, its officers, agents and employees from any and all damage and liability ' cluding all costs of defending any claim, caused by or arising out of the performance of this Agreement. City shall not be liable or a is of Contractor; in performing services described herein. ue to neglligence, errors and omsissions, Insurance: Should the City require evidence of insurability, Contract~~r shall file with City a Certificate of Insurance before commencing any services under this Agreement. Said Certificate shall be subject to the approval of Ciry's Director of Administrative Services. Non-Discrimination: No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion or sex of such person. Interest of Contractor: It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this agreement. Contractor certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City. Changes: This Agreement shall not be assigned or transferred without the written consent of the City. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall be: NAME CARMEN LYNAUGH ~~ `~' ~~~/fir; 20 , DEPARTMENT PUBLIC WORKS This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. CONT ACTOR: r Title= `!~j ilia( ~'I~.6~.~(_I(Jf~,lt APPROVALS _ r7 _ _ ~ CITY OF~UPERTINO: Title PUBLIC WORKS PRO. EXPENDITURE DISTRIBUTION T H D D~~ r/Y o `` ACCOUNT NUMBER AMOUNT , ~~ CITY CLE K DATE ~ d 11U-8101-7014 o $7,700 White: City Clerk / Green: Finance bellow: Contractor / Pinky Receiving Gold: Department EXHIBIT A Kyoob.. Project Des~;n Phases Conceptual /Schematic Design & Project P'rograrnmtng:• • Kyoob will create the schematic furniture layout plan drawings. • Design program & construction schedule documents will be reviewed together by the design team. We will work off of the base plans provided by yourselves. • Upon approval of the programming document, conceptual schematic plans; elevations and section drawings(as may be needed) will be issued for review. • Design coordination meetings will range between 1- 2 meetings during this phase. • Preliminary FF & E selections of Finishes and furniture, lighting, will be supplied for review during this conceptual schematic phase of work. Design & Budget Development, FF&E Selection: • The conceptual schematic designs are further developed and expounded upon during this phase of work. All of this work will be cone in coordinating and working closely with yourselves. • There will be 1-2 design coordination meetings expected during this phase of the work and one presentation meeting to the client. • Electrical layouts(as may be required) will be provided and coordinated by Kyoob. • A separate meeting will be held during this phase to discuss the procurement contract or methods of procurement with the client. • A Preliminary Budget will commence, based on the preliminary design development approved by the client . • Design & Budget review for client approvals will be required so as to move into the construction documentation (CD) phase. • All outstanding design issues will be resolved and finalized with client approvals at this point of the project program. Construction Documentation: A set of detail drawings and documentation will be developed during this phase. This set will include a keyed furniture/lighting( table lamps /floor lamps) plans, detail drawings for custom furniture items(as may be requir°d) by Kyoob. All furniture, fabrics, lighting, equipment (FF&E items) will be specified during this time. Update of Budget & Review of Budget meeting to be scheduled during this phase. 13352 ARNOLD DRIVE, GLEN ELLEN,CALIFORNIA, 95442 TELEPHONE :707.996.7595 FAX :707.996.4177 Ky0O~J,. ~IBIT A Construction Documentation: (continued) • All finishes specialty fixtures, furniture, fabrics and lighting selections will be presented for approval. • Kyoob will coordinate and redline shop drawings of the millwork items (as may be required) All of the keying of the furniture, and electrical plans will be completed during this phase. • Schedule of FF&E items to be compiled. Long lead items 10-14 weeks to be identified during this phase. Purchase orders should bc: placed at this time. Construction Administration: • Project Management including coordination meetings with the client, general contractor, and sub-contractor to manage the scheduling dynamics and progress of the job will be coordinated by Kyoob. • Construction meetings will be scheduled on an as needed basis and all changes made in the field will be documented. • Kyoob Design will be responsible for adhering to the budget, review of aIl shop drawirlgs(as may be required), produced in << timely fashion, prior to commencing with the manufacture of all special fixtures or custom millwork items. • Kyoob will be available for attending meetings on an as needed basis. Procurement Services: 'this service will be provided by the CSR arm of Kyoob • Procurement of all FF&E items on the job, iKyoob will offer procurement services at trade/net cost (professional design trade discount) with amark-up rate of 25% still passing, a discount pricing structure of up to 75%-85°/v off retail prices. • CSR will be responsible for all orders and coordinate the delivery/storage requirements. • Purchase orders will be cut on a pro-forma basis (100% payment in advance), so as to expedite the process and suit the needs of the project schedule. • Freight charges will be initial cost estimates prior to shipping and all final freight/storage costs related to the purchased items will be recorded during the job close-out and any additional freight costs or refunds will be made at this time 13352 ARNOLD DRIVE, GLEN ELLEN,CALIFORNIA, 95442 TELEPHONE :707.996.7595 FAX :707.996.4177 pCHIBIT A Kyoob_ FF&E Installation & Project Close-Out.• 77ais service will be provided by the CSR arm of Kyoob. • Installation of all furniture (FF&E) items will be coordinated by Kyoob/CSR and all items ordered will be inspected for quality alid damages in shipping prior to installation. • A punch-list will be reviewed with the client and issued by Kyoob/CSR. This list will be distributed to the contractor and sub-contra:.tors for immediate attention. All items on this list will be addressed /repaired, so as to ensure a satisfactory completion of the project. Compensation c~ Billing Schedule of I~ates.• Principal; $ 935.00 per hour Pr ject Desiner/ProjectManager; ,x'100.00 Designer/Procuerement; ,85.00 CAD/ Draftsperson; x'75.00 Administrative; $65.00 Clerica~• $45.00 In addition, Kyoob shall be reimbursed for cert<<in direct expenses incurred in the course of the work, including costs of postage, photographic film purchase, development and printing, faxes, long distance telephone calls, reproductio;z of drawings & other printed matter, and travel expenses. For Additional Services, Chvners shall compensate Kyoob on the same basis. Kyoob will invoice once a month for work performed in thy. previous period, and payments are due no later than one month after the date of billing. Overdue payments are subject to increase at an interest rate of one and one half percent per month. This agreement may be terminated or otherwise suspended by either party upon written notice. If the project is suspended by Owners fcr more than six months, Kyoob' compensation would be subject to re-negotiation. Owners shall limit Kyoob 's liability for professional errors and omissions to the amount, of the Kyoob 's compensation. Please refer to the attached terms and conditions of this agreement for further clarification. 13352 ARNOLD DRIVE, GLEN ELLEN,CALIFORNIA, 95442 TELEPHONE :707.996.759°i PAX :707.996.4177 Kyoob.. Schedule of Time Allowances & Design Fee by Design Phase City Hall LobbX, Cupertino City Hall Conceptual /Schematic Design & Project Programming 1 ame Allowance 2~ weeks or 40-50 hours Design Fee : x`1,800.00 - x'3,200.00 Design Development and FF~E Selection Time Allowance : 4-6weeks or 55-75 hours Design Fee : $3,500.00 -x'4,200.00 Construction Documentation Time Allowance : 2-4 Weeks or 45-60 hours Design Fee : $2, 500.00 - ,$3, 800.00 pcH~s~T A Construction Administration Time Allowance.- 2-6 Weeks 25-50 hours (S'hop Drawing Review ~° Site visits as may be required) Design Fee.• ,~ 1,800.00,$2,800.00 Procurement Services under Contract with C:SR arm ofKyoob: Time Allowance : 1-2 weeks or 25-35 hours Service Fee is covered in the 25% mark-up rate on purchased items at trade/wholesale cost. Project Installation & Close-out Time Allowance 2-3 weeks 25-65 Design Fee :,$3,500.00,$'5,500.00 7"otal Projected Range ofFees for Design Work : $11,400.00-$17,200.00 The above fee covers the Conceptual Design Phase thrnugb Close-out Phase 13352 ARNOLD DRIVE, GLEN ELLEN, CA 95442 TELEPHONE; 707.996.7595 FAX: 707.996.4177 Kyoob_ pCHIBIT A If you have any questions about this, please don't hesitate to call me to discuss the matter. If this contract meets with your approval please sign a copy and return a copy back to us. Sincerely, 311 Caterina Spies-~eece Principal Kyoob Inc. Date Ralph Qualls Date Director of Public Works 52 ARNOLD DRIVE, GLEN ELLEN,CALIFORNIA, 95442 TELEPHONE :707.996.7595 FAX :707.996.4177