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02-019 Guzzardo PartnershipMay 13 02 01:42p TGP INC 4154335003 p.2 t1S;'13/0: 0;1:18 '8`4t787ii3d~3 CI7'1' CL!PERTIi\r0 °- ~ U02: QU3 AGREEMENT No. ~a X09 .~ ~ ! ~'~ CITY QF CUhERTINO ~ 10300 Torre Avenue CITY F Cupertino, C,4 95014 C U P E ~T 11V - c4o8> 777.3200 BY PHIS AGREEMENT, made and entered into on the 1st by and between the CITY QF t.%UPERTWO (Hereinafter referred to as CITY) and -day of February , 20 02 Name (1) The Guzzardo Partnershi Tnc. {2) Pau Le Address 836 Merit omQr Street City San Fz eC Zip X133 Phone _([~) 433-4672 (Hereinafter referred as CONTRACTOR), in consideration of their mutual covenants, a parties hereto agree as follows. CONTRACTOR shall provide or furnish the fotlowing specified services and/or materials: admin~,stration services for Four Seasons Park Landscape design and construction EXlilSITS: The following attached exhibits hereby are made part of this Agreement: TERMS: The services and/or materials furnished under this Agreement shall commence on 2 / 1 X02 and shat! be completed before .,.,130/pn COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR_ Amount; not Co exceed Ca Il erliiaa~abor CotleuBv ~ion0T~~1 Grequlress the paymen of prevailing wages to all workers employed on a public Wor axce,s of $1,000.00. ks contract in GENE:AAL TERMS AND CQNDITIONS Ho+d Harmless; Contractor agrees to save and hold harmless the Clty, its officers, agents and employees from any and all damage and liability, including all casts of defending any claim, Caused by or arising out or the performance of this Agreement. City shall not bo liable for acts of Contractor In performing services described herein. Insurance: Should the Clty require evidence of insurability, Contractor shall file with Clty a Certificate of Insurance before commencing any st~rvices under this Agreement. Said Certificate shall be subfect to the approval of City's Director of Administrative Services. Non-Olscrimtnatlon: 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 Agreerrlent is not a contract of employment in the sense that the relatianship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor a,nd Contractor is not authorised to bind the City to any contracts or other obligations in executing this agreement. Contractor certifies that no one who h&s or will have any financial interest under this Agreement is an officer or employee of Clty. Changes: This Agreement shall not be assigned or transferred without th~3 written consent of the City. Nc changes pr variations of any kind are authorised without the written consent of the Ciry, GCINTRAC7 CO-ORDINATOR and representative for CITY shall be' NAME Terry Greene _ DEPARTMENT Public Wor 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. GONTRACTOR: CITY ~~F CUPr;pTINO: By ~i~E 6U -~j ~,~-_iL~slfl~~ By - Title ~/d~`~1~' Title ,_ e LS White; City Clerk U Gr~en~ Finance a' Yellow: Contractor TUBE (sl°~ Rer.Aivlnn n__u. ,~,___1_ rest AGREEMENT ~-----~..., CITY OF CIJPERTINO \ 10300 Torre Avenue Cupertino, CA 95014 ~~ (408) 777-3200 ,~ ~ ~:~~ D° N~~Zr ~~,~ t' ~~ BY THIS AGREEMENT, ma ered into on the ~ day of by and between the CITY OF CUPERTINO (Hereinafter referred to as CITY) and Name (1) The Guzzardo Partnership _ (2) Address 836 Montgomery St. City San :Francisco, Zip 94133 Phone (Hereinafter referred as CONTRACTOR), in consideration of their mutual covenants, the parties hereto agree as follows: CONTRACTOR shall provide or furnish the following specified serviass and/or materials: Investigate, develop several "Gateway" concepts for Stevens Creels Blvd. and DeAnza Blvd. EXHIBITS: The following attached exhibits hereby are made part of this Agreement: and propose TERMS: The services and/or materials furnished under this Agreement shall commence on Januarv 1, 2002 and shall be completed before December 31, 2002 COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: $17, 000 for professional services and $3,000 for reimbursable expenses ($20,000) 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 City, its officers, agents and employees from any and all damage and liability including all costs of defending any claim, caused by or arising out of the performance of this Agreement. City shall not be liab~e for acts of Contractor in performing services described herein. t,-'~ due to negligence, errors, and omissions Insurance: Should the Clty require evidence of insurability, Contractor 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 undersigrnsd. 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 Terry Greene 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: By Title .~~~ ' APPROVAL, , ~ ' CITY OF CUPERTINO: By Ttle Senior Architect EXPENDITURE DISTRIBUTION E ACCOUNT NUMBER AMOUNT L _ _ CITY CLERK ATE ~-a~-~a- ~ ~ ~ ~ 20 °2- , Wh~e: City Clerk ~ Green: Finance Yellow: Contractor ~ Pink:` Receiving Gold: Department AGREEMENT FOR LANDSCAI~E ARCHITECTURAL DESIGN SERVICES BETWEEN THE CITY OF CUPERTINO AND THE GUZZARDO PARTNERSHIP A CALIFORNIA CORPORATION d ~ FOR CITY CENTER PARK THIS AGREEMENT is made and entered into this "I day of bCfic~~~' , 2002 by and between the City of Cupertino, a municipal corporation, hereinafter referred to as CITY, and The Guzzardo Partnership, a California Corporation, hereinafter referred to as CONSULTANT. RECITALS WHEREAS, the CITY OF CUF'ERTINO desires to obtain Landscape Architectural Design consultant services for the City Center Park; and WHEREAS, The Guzzardo Partnership has the necessary professional expertise and skill to perform the L~indscape Architectural Design services required. NOW, THEREFORE, the purpose of this Agreement is to retain The Guzzardo Partnership as CONSULTS\NT TO THE CITY to perform those services specified in Exhibit A of this Agreement. THE PARTIES HEREBY AGREE AS FOLLOWS: Section 1. Scope of Services. CONSULTANT shall perform those services specified in detail in Exhibit A, entitled "Scope of Work", which is att~~ched hereto and incorporated herein. Section 2. Term of Agreement. The term of this AGREEMENT shall be retroactive from July 1, 2002, and continue through October 31, 2003, inclusive, subject to the provisions of Exhibit A, of this AGREEMENT. In the event that the services called for under this AGREEMENT are not completed within the time specified above, the City Manager may extend the time for completion. This section does not preclude the recovery of damages for delay by either party. BASIC AGREEMENT Section 3. Schedule of Performance. The services of CONSULTANT are to be completed according to the schedule set out in Exhibit B, entitled "Schedule of Performance and Compensation", which is attached hereto and incorporated herein. CONSULTANT is not responsible for delays beyond CONSULTANT'S reasonable control. Section 4. Compensation. The compensation to be paid to CONSULTANT for professional services and reimbursable expenses, shall not exceed ONE HUNDRED ONE THOUSAND FIVE HUNDRED and 00/100 Dollars ($101,500). The rate and schedule of payment is set out in Exhik~it B, entitled "Schedule of Performance and Compensation", which is attached hereto and incorporated herein. Section 5. Method of Payment. Upon completion of each phase, as specified in Exhibit A, the CONSULTANT shall furnish to the CITY a detailed statement of the work performed for compensation during the i:erm of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase. Section 6. Independent Contractor. It is understood and agreed that CONSULTANT, in the performance of the work and services agreed to be performed by CONSULTANT, shall act as and be an independent contractor and not a~n agent or employee of CITY; and as an independent contractor, CONSULTANTt shall obtain no rights to retirement benefits or other benefits which accrue to CITY'S employees, and CONSULTANT hereby expressly waivf;s any claim it may have to any such rights. City Center Park The Guzzardo Partnership Page :2 of 12 BASIC AGREEMENT Section 7. No Third Party Rights. CONSULTANT'S services under this agreement are intended for the sole benefit of CITY and shall not create any third party rights or benefits. Section 8. Project Coordination. (a) CITY: The City Manager shall bE; representative of CITY for all purposes under this agreement. Terry Greene, Senior Architect, is hereby designated as the CITY PROJECT MANAGER for the City Manager, and shall supervise the progress and execution of this agreement. (b) CONSULTANT: CONSULTANT' shall assign a single CONSULTANT PROJECT MANAGER to have overall responsibility for the progress and execution of this agreement for CONSULTANT. Paul Lettieri is hereby designated as the PROJECT MANAGER for CONSULTANT. Should circumstances or conditions subsequent to the execution of this agreement require a substitute CONSULTANT PROJECT MANAGER for any reason, the CONSULTANT PROJECT MANAGER designee shall be subject to the prior written acceptance and approval of the CITY PROJECT MANAGER. Section 9. Assignability /Sub consultants /Employees. The parties agree that the experti;~e and experience of CONSULTANT are material considerations for this AgreemE~nt. CONSULTANT shall not assign or transfer any interest in this Agreement or the performance of any obligations hereunder, without the prior written consent of CITY, and any attempt by CONSULTANT to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect. CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT hereunder. "Jo sub consultant of CONSULTANT will be recognized by CITY as such; rather, all sub consultants are deemed to be contractors of CONSULTANT, and it agrees to be City Center Park The Guzzardo Partnership Page :~ of 12 BASIC AGREEMENT responsible for their performance. CONSULTANT shall give its collective professional attention to the fulfillment of the provisions of this agreement by all of its employees and sub consultants, ii` any, and shall keep the work under its control. If any employee or sub consultant of CONSULTANT fails or refuses to carry out the provisions of this agreement or appears to be incompetent or to act in a disorderly or improper manner, su~;h employee or sub consultant shall be discharged immediately from the work under this agreement on demand of the PROJECT MANAGER. Section 10. Indemnification. CONSULTANT shall defend, indemnify, and hold harmless CITY, its officers, agents and employees of any and all claims, loss, or liability arising out of or resulting, in any way, from the work f-erformed under this Agreement to the extent due to the negligent acts (active or passive) or omissions by CONSULTANT'S officers, employees, or agents. The acceptance of said services and duties by CITY should not operate as a waiver of such right of indemnification. This provision of Section 9 shall survive the term of the AGREEMENT. Section 11. Insurance Requirements. A. Workers' Compensation The CONSULTANT shall furnish the CITY within 15 days following the execution of this agreement, ~~ certificate of workers' compensation insurance indicating compliance with State's workers' compensation laws and employer's liability insurancE: with a minimum of one million dollars ($1,000,000.00) for injury, death ar disease to any employee. B. Professional Liability, General Liability and Automobile Liability Coverage The CONSULTANT shall, at it:s own expense, maintain during the performance of this contract professional liability, general liability and automobile liability insurance in the coverage amount as provided below. City Center Park The Guzzardo Partnership Page ~4 of 12 BASIC AGREEMENT 1. Automobile Liability Insur~~nce shall include coverage for bodily injury and property dama~~e for owned (if any), hired and non- owned vehicles and shall not be less than one million dollars ($1,000,000.00), combined single limit for any one occurrence. 2. Comprehensive or Commercial General Liability Insurance shall include coverage for bodil~~ injury, property damage and personal injury for premises operations, product/completed operations and contractual liability. The amount of the insurance shall not be less than one million dollars (9>1,000,000.00) per occurrence and two million dollars ($2,000,00().00) aggregate, combined single limit. (Claims made policies are riot acceptable.) 3. Professional liability Insurance (including Contractual Liability) shall include coverage for cl~~ims for professional acts, errors or omissions and shall not be less than one million dollars ($1,000,000.00) per claim, and one million dollars ($1,000,000.00) in the aggregate. C. Additional Insurance Provisions 1. The CITY shall have the might to inspect or obtain a copy of the original policies of insurance. 2. CONSULTANT shall furni:;h to the CITY within 15 days following the execution of this Agreement, the required certificates ~ and endorsements. The certificate of insurance shall state the policy will not be cancelled without thirty (30) days written notice to the CITY. 3. All policies, endorsement;, certificates, and/or binders shall be subject to approval by the City Manager of the City of Cupertino as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Section 12. Nondiscrimination. City Center Park The Guzzardo Partnership Page ;i of 12 BASIC AGREEMENT CONSULTANT shall not discriminate, in any way, against any person on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin in connection with or related to the performance of this Agreement. Section 13. Termination. A. CITY or CONSULTANT shall have the right to terminate this Agreement without cause, by giving not less than seven (7) days written notice of termination. B. If CONSULTANT fails to perforrr~ any of its material obligations under this Agreement, in addition to all other remedies provided by law, CITY may terminate this Agreement upon :even (7) days written notice if consulfiant fails to take steps to correct such failure within the notice period. C. CITY'S City Manager is empowered to terminate this Agreement on behalf of CITY. D. In the event of termination, CONISULTANT shall deliver to CITY, copies of all reports, documents, and other work performed by CONSULTANT under this Agreement, and upon receipt thereof, CITY shall pay CONSULTANT for services performed and reimbursable expenses incurred to the date of termination. Section 14 Governinct Law. CITY and CONSULTANT agree that the law governing this Agreement shall be that of the State of California. Section 15 Compliance With Laws. Consistent with its professional standard of care, CONSULTANT shall comply with all applicable laws, ordin<<nces, codes and regulations of the federal, state, and local governments. Section 16. Confidential Information. City Center Park The Guzzardo Partnership page 6 of 12 BASIC AGREEMENT All data, documents, discussions, or other information developed or received by or for CONSULTANT in performance of this Agreement are confidential and not to be disclosed to s~ny person except as authorized by the CITY, or as required by law. Section 17. Ownership of Materials. All reports, documents, or other material developed or discovered by CONSULTANT or any other person engaged directly or indirectly by CONSULTANT to perform the services required hereunder shall be and remain the property of CITY to be used solely for this PROJECT. Hard copies of consultants work product shall constituite the project deliverables. Electronic documents, if any, shall be provided as a courtesy only without any warranty or guarantee. The CITY holds CONSULTANT harmless for any reuse of or modification to the documents. Section 18. Waiver. CONSULTANT agrees that waivE:r by CITY of any breach or violation of any term or condition of this Agreement: shall not be deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach or violation of the same or any other term or condition. The acceptance by CITY of the performance of any work: or services by CONSULTANT shall not be deemed to be a waiver of any term or condition of this Agreement. Section 19. Consultant's Books and Records. A. CONSULTANT shall maintain any and all ledgers, books of accounts, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to CITY for a minimum period of three (3) years, or for any longer period required Iby law, from the date of final payment to CONSULTANT pursuant to this A~~reement. City Center Park The Guzzardo Partnership Page '7 of 12 BASIC AGREEMENT B. CONSULTANT shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, uF~on written request by the City Attorney, City Manager, or a designated irepresentative of any of these officers. Copies of such documents shall ~~e provided to CITY for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at CONSULTANT'S address indicted for receipt of notice in this Agreement. D. Where CITY has reason to belie~~e that such records or documents may be lost or discarded due to dis:;olution, disbandment, or termination of CONSULTANT'S business, CIT`( may, by written request by any of the above-named officers, require that custody of the records be given to CITY and that the records and documents be maintained in City Hall. Access to such records and do~~uments shall be granted to any party authorized by CONSULTANT, CONSULTANT'S representatives, or CONSULTANT'S successor-in-interest. Section 20. Interest of Consultant. CONSULTANT covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degreE~ with the performance of the services hereunder. CONSULTANT furthf~r covenants that, in the performance of this agreement, no sub consultant or person having such an interest shall be employed. CONSULTANT certifies that no one who has or will have any financial interest under this agreement is an officer or employee of CITY. It is expressly agreed that, in the performance of the services City Center Park The Guzzardo Partnership Page !3 of 12 BASIC AGREEMENT hereunder, CONSULTANT shall .at all times be deemed an independent CONSULTANT and not an agent ~~r employee of CITY. Section 21. Gifts. A. CONSULTANT is familiar with CITY'S prohibition against the acceptance of any gift by a CITY officer or designated employee, which prohibition is found in the City of Cupertino Administrative Procedures. B. CONSULTANT agrees not to offer any CITY officer or designated employee any gift prohibited by the Administrative Procedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by CONSULT~~NT. In addition to any other remedies, CITY may have in law or equity, CITY may terminate this Agreement for such breach as provided in Section 13 of this Agreement. Section 22. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing ~~nd shall be personally served or mailed, postage prepaid and return receipt requested, addressed to the respective parties as follows: To CITY: Terry VV. Greene Senior Architect City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 To CONSULTANT: Paul T. Lettieri Principal The Giazzardo Partnership, Inc. 836 Montgomery Street San Francisco, CA 94133 Notice shall be deemed effective on thE: data personally delivered or, if mailed, three (3) days after deposit in the mail. City Center Park The Guzzardo Partnership Page ~3 of 12 BASIC AGREEMENT Section 23. Venue. In the event that suit shall be 'brought by either party hereunder, the parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara, or where otherwiise appropriate, exclusively in the United States District Court for the Northern District of California, San Jose, California. Section 24. Agreement Binding/Prior Agreements and Amendments. The terms, covenants, and conditions of this agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and sub consultants of both parties. This AGREEMENT, including all Exhibits attached hereto, represents the entire understanding of the parties as 'to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. THIS AGREEMENT may only be modified by a written amendment duly executed by the parties to this Agreement. Section 25. Costs and Attorneys Fees. The prevailing party in any action brought to enforce the terms of this agreement or arising out of this agreement may recover its reasonable costs and attorneys' fees expended in connection vrith such an action from the other party. Section 26. Electronic Transmission of Information. From time to time, the CONSULTANT may transmit design or other information to the CITY, CITY's Representative, or Contractor via electronic transmission. The CITY, CITY's Representative; or CONTRACTOR shall not be entitled to and hereby agrees not to alter or modify any such information without the express written consent of the CONISULTANT. Similarly, the CITY, CITY's City Center Park The Guuardo Partnership Page 10 of 12 BASIC AGREEMENT Representative, and Contractor shall not use any information for any purpose not expressly covered by this Agreement. The CONSULTANT shall not be responsible for any destruction or corruption of such information during or after transmission to CITY, ClTY's Representative, and Contractor and shall be entitled to appropriate additional compensation in the event retransmission or recreation is required. Notwithstanding the foregoing, the Contractor may use electronically transmitted information to prepare submittals, as-built drawings and record drawings. CONSULTANT shall not be n~sponsible for any changes made by the CONTRACTOR or for the CONTRACTOR'S work product. Section 27. Job Site Safety. In no event shall CONSULTANT bE~ responsible for job site safety issues. Such issues shall be the responsibility oi` the Construction Contractors, who shall be required by CITY to defend, indemnifji, and hold harmless CONSULTANT and CITY for such issues. Section 28. Dispute Resolution. Any dispute related to the services hernunder shall be resolved by the parties pursuant to applicable law. City Center Park The Guzzardo Partnership Page 11 of 12 BASIC AGREEMENT WITNESS THE EXECUTION CITY OF CUPERTINO HEREOF on the day and year first a munici Corp ration herein above written. by. date 1p, ~ , OZ APP OV D AS TO F R City Attorney City Manager, Dave Knapp Attest: mate ~~ " 9- a a' City Clerk, Kimbe Smith NOTARY PUBLIC CERTIFICATION State of California _ County of -` ~~C~~ On _d~/ _y~~Zbefore me, .~/~'7~G~h ~d C'-~-~/~ , Notary Public, personally appeared known to me (or proved to me on the basis of satisfactory evidence) to be the person,(a~ whose name~~ are subscribed to the within instrument and acknowledged to me th he she /they executed the sam is /her / their capacity land that is her / their signature~(s~on the instrument the person~6r the entity upon behalf of which the person ~s~'acted, executed the 10300 Torre Avenue Cupertino, CA 95014 408 777 3223 CONSULTANT By: THE GUZZARDO PARTNERS~-IIP, INC ~~ Date: 18 SEPTEMBER 2002 Name: PAUL T. LETTIERI Title: PRINCIPAL 836 Montgomery Street San Francisco, CA 94133 415.433.4672 x14 instrument. ~,` - - - - ANTONIO LOCATEW ^ Commission ~ 1250531 WIT SS y hand an official eal. Z "+` Notary Public - Califomfa ~ ~~ ~ ~~~ San Francisco County MyCornm.Fxpires.(~18,2004 Signature of Notary Public City Center Park The Guzzardo Partnership Page 12 of 12 EXHIE3IT A SCOPE OIF WORK CONSULTANT shall perform services relatecl to schematic design, design development, construction documents, bidding and award, construction administration and project close-out phases for the new PRc~JECT, City Center Park, on the southeast corner of De Anza Blvd and Stevens Creek Blvd, in the City of Cupertino, California. SECTION 1 GENERAL: The CITY'S Department of Public Works shall manage the design of this PROJECT and this AGREEMENT. CONSULTANT shall recE~ive final direction from the CITY'S Director of Public Works or his authorized designee only. Conflicting direction from other groups, departments or agencies shall be resolved by the CITY'S Director of Public Works. The PROJECT consists of an approximately one acre site designed to function as a public Park. The Site is owned by the Cupertino City Center Association (OWNER'S ASSOCIATION) and the design and construction of the PROJECT is covered by a License Agreement between the CITY and the OWNER'S ASSOCIATION. The PROJECT is anticipated to consist of concrete and brick paved walkways, grass, trees, shrubs, flowers, electrical fixtures, furniture, a fountain or water feature, and a location for public art being prepared under separate contract, with an estimated construction cost, including all markups and contingencies, of $890,000. Refer to Exhibit C for Project Budget. The Construction Budget includes costs for Demolition, General Conditions, Special Conditions, Profit, Overhead, Design Contingency, Construction Contingency, and Escalation, to the start of construction. A. The performance of all services by CONSULTANT shall be to the satisfaction City Center Park Guzzardo Partnership Basic Agreement Exhibit A-1 EXHIE3IT A SCOPE OIF WORK of the CITY, in accordance with they express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained herein. B. All of the services to be performed by the CONSULTANT under this AGREEMENT from the inception of the AGREEMENT until termination of the AGREEMENT shall meet the professional standard and quality which prevails among licensed landscape architects of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. As is consistent with these standards, the documentation prepared by CONSULTANT shall provide for a completed PROJECT that conforms to all applicable codes, rules, regulations and guidelines or applicable official interpretation thereof, which are in force at the time such documentation is prepared. C. CONSULTANT shall coordinate this scope of all services with the CITY and CITY'S separate consultants and contractors as needed or as directed by CITY. D. CONSULTANT shall document all PROJECT meetings during the design phases under the scope of work. Copies of such documentation shall be provided to the CITY, and as directed by the CITY, to other appropriate agencies and entities. All responsE~s to comments shall be coordinated through the CITY. E. The CITY shall approve design milE~stones and cost estimates including conceptual Design, Schematic Design and Design Development. For the purpose of this AGREEMENT, dire~:,t written authorization or approval from CITY shall mean and require the si~~natures of the CITY'S Director of Public Works or his authorized designee. F. CONSULTANT shall designate a team of individuals to staff the PROJECT for its duration. CONSULTANT shall riot substitute key team members without City Center Park Guzzardo Partnership Basic Agreement Exhibit A-2 EXHIE3IT A SCOPE OIL WORK the prior approval of the CITY, which approval shall not be unreasonably withheld. G. The CONSULTANT'S services shhall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance of the CONSULTANT'S services may be adjusted as the PROJECT proceeds by mutual agreement. CONSULTANT shall manage the C:ONSULTANT'S services, manage its SUB CONSULTANTS and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, communicate with members of the Project Team, and issue progress reports as necessary and directed by the CITY. H. When Project requirements have been sufficiently identified, CONSULTANT shall prepare, and periodically upd~~te, a Project schedule for the CITY'S review. The Project schedule shall identify milestone dates for decisions required of the CITY, design services furnished by the CONSULTANT and the CONSULTANT'S SUB CONSULTANTS, dates of reviews and approvals required by all governmental agencies that have jurisdiction over the Project, deliverables to be furnished by the CONSULTANT, completion of documentation provided by the CONSULTANT, commencement of construction and Substantial Completion of the Work. I. CONSULTANT shall submit design documents to the CITY for purposes of evaluation and approval by the CITY at the end of the Schematic Design, Design Development, and Constru~;tion Document phases. CONSULTANT shall submit Construction Documents to the CITY for review and approval at the 30% and 90% stages of complE~tion. CONSULTANT shall make revisions as required by the CITY in a timely manner. J. CONSULTANT shall assist the CITY in filing any and all documents required for the approval of governmental authorities having jurisdiction over the Project. City Center Park Guzzardo Partnership Basic Agreement Exhibit A-3 E_ IT A SCOPE OIF WORK K. CONSULTANT shall consider the value of alternative materials, building systems and equipment, together vvith other considerations based on program, budget and aesthetics in developing the design of the Project. L. Upon request by the CITY, CONSULTANT shall make presentations to explain the design of the Project to the public and representatives of the CITY. M. CONSULTANT shall identify any site-related discrepancies from the survey report and other site reports that might affect the Project. N. CONSULTANT shall prepare a team Organizational meeting to introduce team members, to establish Project communication, and to discuss the participants' roles, responsibilities, and authority. O. CONSULTANT shall meet with the CITY Community Development Department to confirm zoning ~~nd environmental review and approval requirements. P. CONSULTANT shall be compens~~ted for additional services as requested by the CITY on a Time and Materials Basis in accordance with the rates set forth in Exhibit D. SECTION 2: SCOPE OF WORK A Schematic Design and Design Development Phase Services The two phases of Schematic Design ~~nd Design Development have been combined and shall be referred to as C-esign Development in this AGREEMENT. CONSULTANT shall provide or perforrn the following in the Design Development Phase: 1. Drawings and outline specifications 2. Plant list and overall planting plan 3. Hardscape layout plan with material and finishes 4. Landscape amenity package including site furniture and landscape lighting 5. Landscape grading concept coordinated with Structural and Civil consultants City Center Park Guzzardo Partnership Basic Agreement Exhibit A-4 EXHIE3IT A SCOPE OIF WORK 6. Sub consultant coordination 7. Attend up to a maximum of ten (10) project meetings with CITY in Cupertino 8. Revise Design Development drawings and specifications to incorporate CITY review comments B CONSTRUCTION DOCUMENT SER~~ICES CONSULTANT shall prepare Construction Documents in sufficient detail to enable General Contractors to submit bids for the construction of the PROJECT. CONSULTANT shall coordinate with Building Department, Fire Marshall and other agencies as necessary to obtain permits for Construction. CONSULTANT shall incorporate comments from CITY into Construction Documents prior to Bidding. D BIDDING AND AWARD SERVICES CONSULTANT shall assist CITY in thE~ Bidding and Award Phase by attending pre-bid conference, providing responsE~s to bidder's questions, preparing addenda as may be determined necessary by CITY, and by analyzing bids upon receipt. E CONSTRUCTION ADMINISTRATION SERVICES CONSULTANT shall provide CITY with interpretations of drawings and specifications, shop drawing review, change order assistance, punch list preparation and attend six (6) project construction meetings coordinated by CITY'S Construction Manager. CONSULTANT shall make periodic site visits to inspect the quality of the Contractor's ~NOrk and will advise the CITY if the work is not in conformance with the drawings or the intent of the overall design. CONSULTANT shall advise the CIT`( when, in CONSULTANT'S opinion, the Contractor has achieved Substantial Completion and Final Completion of the City Center Park Guzzardo Partnership Basic Agreement Exhibit A-5 E_ IT A SCOPE OIF WORK WORK. CONSULTANT will endeav~~r to secure compliance by contractor with the Construction Documents, but CONSULTANT will not be responsible for Contractor's errors or omissions. SECTION 3: BUDGET STATEMENT OF PROBABLE CONSTRUCTION COST: A. CONSULTANT shall be responsible for designing the Project so that the Statement Probable Construction Cost: is less than or equal to the Construction Budget established by CITY for the Pr~~ject. The "Construction Budget" shall be defined as the amount established by 1the CITY available for construction of the Project, including contingencies for ch;~nges during the design, bidding and award, and construction phase, but excluding compensation to the CONSULTANT or its SUB CONSULTf~NTS, as outlined in Exhibit C, Project Budget. CONSULTANT shall advise tl~e CITY of any adjustments to the previous probable construction cost indicated by changes in Project requirements or general market conditions. CONSULTANT shall not be responsible for unforeseen market or bidding conditions. B. Should the statement of probable construction cost exceed the Construction Budget, CONSULTANT shall submit, vvithout additional cost to CITY, alternate approaches to and estimated costs for the design and construction of the Project, including scope and quality, that will reduce the construction costs to within the Construction Budget. CONSULTANT shall make changes as approved by the CITY. Notwithstanding the foregoing, Ito the extent the statement of probable construction cost exceeds the Construction Budget due to any program, design or budget changes, authorized by CIT`( which are beyond CONSULTANT'S control, or any unforeseen market or bidding conditions. C. If bidding has not commenced within 90 days after the CONSULTANT submits the Construction Documents to the Cll-Y, the statement of probable construction City Center Park Guzzardo Partnership Basic Agreement Exhibit A-6 EXHIE3IT A SCOPE OF WORK cost shall be adjusted to reflect changes in the general level of prices in the construction industry. D. If the Statement of Probable Construction Cost is exceeded by the lowest bona fide bid or negotiated proposal, the CI"fY shall: 1. Give written approval of an increase in the "Construction Budget" for the cost of construction. 2. Authorize re-bidding of the Project within a reasonable time. 3. Terminate the project; or 4. Cooperate in revising the Project scope and quality as required to reduce the cost of construction and authorize re-bidding of the Project. E. If the CITY chooses to proceed under paragraph D.4 above, and the excess bid is not due to unforeseen market or bid~~ing conditions, the CONSULTANT, without additional compensation, shall modify the documents for which the CONSULTANT is responsible under this Agreement as necessary to comply with the CITY'S construction budget. The rnodification of such documents shall be the limit of the CONSULTANT'S responsibility under this Section 3. City Center Park Guzzardo Partnership Basic Agreement Exhibit A-7 E,_ IT B SCHEDULE OF PERFORMI~NCE & COMPENSATION Schedule of Performance Design Development Documents July 1St through October 1St, 2002 Construction Documents O~:tober 1St through December 15th, 2002 Bid and Award Januar~r 10th through March 1St, 2003 Construction March 1 through September 1St, 2003 Compensation for Basic Services Design Development $17,500 Construction Documents $50,000 Bid & Award $9,000 Construction Administration $20.000 Basic Services Total $96,500 Reimbursable Expenses $5,000 Agreement Total $101,500 This is a Time and Materials with a Maximum Not to Exceed Agreement and CONSULTANT will invoice and be paid monthly relative to hours worked. CONSULTANT will substantiate time, with each invoice, of CONSULTANT'S staff only. Sub-~~onsultant services provided to CONSULTANT shall be approximately the Lump Sum fees listed ~~elow, which fees and any additional markups, if any, are included in CONSULTANT'S compensation listed above. Civic Engineering Creegan and D'Angelo $8, 500 Structural Enoineerino KPFF Consultating Engineers $5,000 Electrical Engineering Silverman and Light $15,500 Irrigation Engineering ISC Group $1,500 City Center Park Guzzardo Partnership Basic Agreement Exhibit B-1 EXHIE3IT C PROJECT BUDGET Direct Construction $785,000 General Conditions (7%) 55,000 Overhead & Profit (3% of Const + GC; 25,000 subtotal $865,000 Escalation to Start of Construction (3°~~) 25,000 Construction Total $890,000 Construction Contingency (5%) Hard Cost Total City Center Park Guzzardo Partnership Basic Agreement $45,000 $935,000 Exhibit ~~ - 1 Exhik~it D Billing Rates Founding Partner Principal Associate Principal Senior Associate Associate Senior Staff Staff City Center Park Guzzardo Partnership Basic Agreement $150.00 per hour $105.00 per hour $95.00 per hour $85.00 per hour $75.00 per hour $65.00 per hour $55.00 per hour Exhibit D - 1 Exhit~it E Indemnii~ication CONSULTANT agrees to indemnify, defend and hold the CITY and CITY'S CONSULTANT'S, including their owners, employees, agents, and representatives, harmless from and against any and all claims, suits, demands, losses and expenses, including reasonable attorneys' fees, accruing or resulting or arising out of the actual or alleged negligent performance or non-performance of the CONSULTANT'S obligations under this AGREEMENT or otherwise arising out of the CONSULTANT'S actual or alleged errors or omissions". City Center Park Guzzardo Partnership Basic Agreement Exhibit I. - 1