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02-024 Nova PartnersAGREEMENT FOR CONSTRUCTI.ON MANAGEMENT SERVICES BETWEEN THE CITY OF CUPERTINO AND ~ ~ ~~ NOVA PARTNERS IrTCORPORATED, A ~~ -~ CALIFORNIA CORPORATION, FOR THE CUPERTINO CIVIC CENTER AND LIBRARY THIS AGREEMENT is made and entered into this yJ~day of ~M~~~ 2002 by and between the City of Cupertino, a municipal corporation, hereinafter referred to as CITY, and Nova Partners Incorporated, a California Corporation, hereinafter referred to as CONSULTANT. RECITALS WHEREAS, the CITY OF CUPERTINO desires to obtain Construction Management consultant services for the Civic Center and Library; and WHEREAS, Nova Partners has the necessary professional expertise and skill to perform the Construction Management services required. NOW, THEREFORE, the purpose of this Agreement is to retain Nova Partners as CONSULTANT 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 service, specified in detail in Exhibit A, entitled "Scope of Work", which is attached hereto anc~ incorporated herein. Section 2. Term of Agreement. The term of this AGREEMENT shall be retroactive from July 1, 2002, and continue uninterrupted through July 31, 2004, inclusive. subject to the provisions of Exhibit A, Scope of Work, and Exhibit B, Schedule of Performance, of this AGREEMENT. In the event that the Civic Center and Library construction is not completed by others within the time frame stated above, the City Manager mazy extend the term for CONSULTANT'S construction management services and reasonable adjustment to the compensation shall be mutually agreed to. This section does not preclude the recovery of damages for delay by either party. BASIC AGFZEEMENT 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", which is attached hereto and incorporated herein. CONSULTANT is not responsible foi• 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 EIGHT HUNDRED FIFTY THOUSAND and 00/100 Dollars ($850,000). The rate and schedule of payment is set out in Exhibit C, entitled "Compensation", which is attached hereto and incorporated herein. Section 5. Method of Payment. Consultant shall submit monthly invoices for I~rogress payments during the course of the work. Section 6. Independent Contractor. It is understood and agreed that CONSULTAl`dT, in the performance of the work and services agreed to be performed by CONSUL ['ANT, shall act as and be an independent contractor and not an agent or employee of CITY; and as an independent contractor, CONSULTANT shall obtain no rights to retirement benefits or other benefits which accrue to CITY'S employees, and CONSULT.~NT hereby expressly waives any claim it may have to any such rights. Section 7. No Third Party Rights. CONSULTANT'S services under this agreem~:nt are intended for the sole benefit of CITY and shall not create any third party rights or benefits. Civic Center & Library Nova Partners Construction Management Basic Agreement Page 2 of 12 BASIC AGREEMENT Section 8. Project Coordination. (a) CITY: The City Manager shall be reI>resentative 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 Ct~NSULTANT. David Marks is hereby designated as the PROJECT MA[VAGER 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 reasonable approval of the CITY PROJECT MANAGER. Section 9. Assignability /Sub consultants / ErnploYees. The parties agree that the expertise and experif~nce of CONSULTANT are material considerations for this Agreement. CONSUL'T'ANT 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. No sub consultant of CONSULTANT will be recognized by CITY ~~s such; rather, all sub consultants are deemed to be contractors of CONSULTANT, ;end it agrees to be 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, if 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 Civic Center & Library Nova Partners Construction Management Basic Agreement Page 3 ~~f 12 BASIC AGREEMENT agreement or appears to be incompetent or to act in a disorderly or improper manner, such employee or sub consultant shall be discharged immediately from the work under this agreement on demand of the PROJECT 1~ZANAGER. Section 10. Indemnification. CONSULTANT shall defend, indemnify, and hold harmless CITY, its officers, agents and employees of any and all claims, loss, or 1'.iability arising out of or resulting, in any way, from the work performed under this Agreement to the extent due to the negligent acts (active or passive) or omissions by CON~iULTANT' S officers, employees, or agents, except to the extent that any such claim arises out of the CITY's negligence or willful misconduct. The acceptance of said services ;end 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, a 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 or disease to any employee. B. Professional Liability, General Liability and Automobile Liability Coverage The CONSULTANT shall, at its own expense, maintain during the performance of this contract professional liability, general liability and automobile liability insurance in the coverage amount as provided below. 1. Automobile Liability Insurance shall include coverage for bodily injury and property damage 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 occurre;nce. Civic Center & Library Nova Partners Construction Management Basic Agreement Page 4 of 12 BASIC AGREEMENT 2. Comprehensive or Commercial General Liability Insurance shall include coverage for bodily injury, property damage and personal injury for premises operations, producdcompleted operations and contractual liability. The amount of the insurance shall not be less than one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) aggregate, combined single limit. (Claims made policies are not acceptable.) 3. Professional liability Insurance (including Contractual Liability) shall include coverage for claims for professional acts, errors or omissions and shall not be less than one million dollars ($1,000,000.00) per claim, and two million dollars ($2,000,000.00) in the aggregate. C. Additional Insurance Provisions 1. The CITY shall have the right to inspect or obtain a copy of the original policies of insurance. 2. CONSULTANT shall furnish to the CITY within 15 days following the execution of this Agreement, ?:he 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, endorsements, 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. 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. Civic Center & Library Nova Partners Construction Management Basic Agreement Page 5 of 12 BASIC AGR;EEMENT A. CITY or CONSULTANT shall have th.e right to terminate this Agreement without cause, by giving not less than thirty (3(1) days written notice of termination. B. If CONSULTANT fails to perform ;any of its material obligations under this Agreement, in addition to all other remedies provided by law, CITY may terminate this Agreement upon thirty (:30) days written notice if consultant fails to take steps to correct such failure withir.~ the notice period. C. CITY'S City Manager is empowered to terminate this Agreement on behalf of CITY. D. In the event of termination, CONSULTANT 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 e:+cpenses incurred to the date of termination. Section 14. Governing Law. CITY and CONSULTANT agree that the law overning 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, ordinances, codes and regulat;:ons of the federal, state, and local governments. Section 16. Confidential Information. 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 any person except as authorized b:y 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 Civic Center & Library Nova Partners Construction Management Basic Agreement Page 6 ~~f 12 BASIC AGREEMENT services required hereunder shall be and remain the property of CITY to be used solely for this PROJECT. Hard copies of consultant:; work product shall constitute the project deliverables. Electronic documents, if any, sh;~.ll 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 waiver 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 :>ubsequent 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 ar~d all ledgers, books of accounts, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditure: and disbursements charged to CITY for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to CONSULTANT pursuant to this Agreement. B. CONSULTANT shall maintain all d~~cuments 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, upon written request by the City Attorney, City Manager, or a designated representative of any of these officers. Copies of such documents shall be 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 Civic Center & Library Nova Partners Construction Management Basic Agreement Page 7 of 12 BASIC AGF;EEMENT available at CONSULTANT'S addrf;ss indicted, for receipt of notice in this Agreement. D. Where CITY has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment, or termination of CONSULTANT'S business, CITY may,. by written req~.~est by any of the above-named officers, require that custody of the records b~: given to CITY and that the records and documents be maintained in City Hall. Access to such records and documents 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 further 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 hereunder, CONSULTANT shall at all times be deemed an independent CONSULTANT and not an agent or 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 designat~:d employee, which prohibition is found in the City of Cupertino Administrative Procedures. B. CONSULTANT agrees not to offer an:~ CITY officer or designated employee any gift prohibited by the Administrative P~~ocedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by CONSULTANT. In addition to any other remedies, CITY may Civic Center 8~ Library Nova Partners Construction Management Basic Agreement Page 8 of 12 BASIC AGREEMENT 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 require~J or permitted to be given under this Agreement shall be in writing and shall be personally served or mailed, postage prepaid and return receipt requested, addressed to the respective parties as follows: To CITY: Terry W. Greene Senior Architect City of (;upertino 10300 Torre Avenue Cupertino, CA 95014 To CONSULTANT: David Marks Project Manager Nova Partners, Inc. 307 To~n~n & Country Village Palo Alt~~, CA 94301 Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit in the mail. 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 otherwise appropriate, exclusively in the United States District Court for the Northern District of California, San Jose, California. Civic Center & Library Nova Partners Construction Management Basic Agreement Page 9 of 12 BASIC AGREEMENT Section 24. Agreement Bindin Prior A rg eements and Amendments. The terms, covenants, and conditions of this a€;reement shall apply to, and shall bind, the heirs, successors, executors, administrators, as;~igns, and sub consultants of both parties. This AGREEMENT, including all Exhibits att;~ched hereto, represents the entire understanding of the parties as to those matter: 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 with 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 sl:.all not be entitled to and hereby agrees not to alter or modify any such information without the express written consent of the CONSULTANT. Similarly, the CITY, CITY':i Representative, and Contractor shall not use any information for any purpose not expre~~sly covered by this Agreement. The CONSULTANT shall not be responsible for ar~y destruction or corruption of such information during or after transmission to CITY, CITY'S Representative, and Contractor and shall be entitled to appropriate ~~dditional compensation in the event retransmission or recreation is required. Civic Center & Library Nova Partners Construction Management Basic Agreement Page 10 of 12 BASIC AGREEMENT Notwithstanding the foregoing, the Contractor may use electronically transmitted information to prepare submittals, as-built dra~Nings and record drawings. CONSULTANT shall not be responsible for airy changes made by the CONTRACTOR or for the CONTRACTOR' S work product. Section 27. Job Site Safety. In no event shall CONSULTANT be responsit~le for job site safety issues. Such issues shall be the responsibility of the Construction Contractors, who shall be required by CITY to defend, indemnify, and hold harmless CONSULTANT and CITY for such issues. Section 28. Dispute Resolution. Any dispute related to the services hereunder shall be resolved by the parties pursuant to applicable law. Civic Center & Library Nova Partners Construction Management Basic Agreement Page 11 of 12 BASIC AGREEMENT WITNESS THE EXECUTION HEREOF on the day and year first herein above written. APPROVE AS TO ty Attorney NOTARY PUBLIC CERTIFICATION State of California County of 5a,3-o~ C lara.. On d~_/_m~_/y~~,before me, iUh WOR~ROYIA , Notary Public, personally appeared ~O~eJr'~- C . ImGIYl-r~+ r~ ~e~rrrto~nte~(or proved to me on the basis of satisfactory evidence) to be the person (s}whose name Isj is /ar4 subscribed to the within instrument and acknowledged to me that he,~sl~e ,~zkey executed the same in his ' "° capacity (.ies~, and that by his "--,-~ 'r,-~= signature (.e~ on the instrument the person (~) or the entity upon behalf of which the person (.~j acted, executed the instrument. ITNES my a d and official seal. Signature of Notary Pu lic Civic Center & Library Nova Partners Construction Management Basic Agreement CITY OF CUPERTINO a mu 'pal c oration by: date ~Z• ~ aD~. City Manager, Dave Knapp Attest: X~ l~~te /~- 5-Ga City Clerk, Kimber Smith 10300 Torre Avenue Cupertino, CA 95014 408 777 3223 CONSULTANT By: NOVA PARTNERS, INC ~'~' p~, Date: ~~~~ , 2002 Name: ROBERT McINTIRE Title: CHIEF EXECUTIVE OFFICER 307 Town & Country Village Palo Alto, CA 94301 650 324 5324 KIM L ARMSTRONG Commission ~-12A86B~ Notary Public - CoNrOrtlk! 4 Santa Clara Coin fl,,..--.. !vh` Comm ~~x^~~s Feb 4, X004 Page 12 of 12 EXH 1131_ SCOPE OF WORK CONSULTANT shall perform project and construction management services related to the schematic design, design development, construction documents, bidding and award, construction administration and project close-out phases for the new Civic Center and Library, on the existing City Hall site, in the City of Cupertino, California. SECTION 1 GENERAL: The CITY' S Department of Public Works shall have overall responsibility for the design and construction of this PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY'S Director of Public Werks or his authorized designee only. Conflicting direction from other groups, departmE:nts or agencies shall be resolved by the CITY'S Director of Public Works. The PROJECT consists of a new 54,000 squaze foot library, a 6,000 square foot community hall and a 30,000 square foot public plaza with adjoining on site pazking lots, and landscaping, bounded on the north by Rodrigues Avenue, on the west by Torre Avenue, on the south by Pacifica Avenue and on the east by Regnart Creel:. The Site is owned by the City of Cupertino and currently accommodates the City Hall, a 4 acre soccer field, the existing 37,000 square foot library and a 30,000 squaze foot central lawn witl:i landscaping and fountain. The PROJECT also includes, leasing a Temporary Library Space, m~iifying it for 24 months of use and restoring the space to its original, pre-lease condition. The approved PROJECT budget is $24,300,000. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express term; hereof, including but not limited to the terms set out in detail in this scope of services and the s~~andazd of care provisions contained herein. CONSULTANT shall designate a team of individuals to staff the PROJECT for its duration. CONSULTANT shall not substitute key team members without the prior approval of the CITY, which approval shall not be unreasonably withheld. Civic Center & Library Nova Partners Construction Management Basic Agreement Exhibit: A-1 EXHIE3IT A SCOPE OIF WORK All of the services to be performed by the CONSULTANT under this AGREEMENT from the inception of the AGREEMENT until termin~~tion of the AGREEMENT shall meet the professional standard and quality which prevails ,unong construction management consultants 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 PL~OJECT 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. The CONSULTANT'S services shall 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 t~ONSULTANT'S services may be adjusted as the PROJECT proceeds by mutual agreement. For the purpose of this AGREEMENT, direct written authorization or approval from CITY shall mean and require the signatures of the CITY'S Director of Public Works or his authorized designee. CONSULTANT shall coordinate this scope of service with CITY' S separate consultants and contractors, as needed or as directed, by CITY. SECTION 2: DESIGN PHASE SERVICES 1. PROJECT SCOPE CONSULTANT shall become familiar with CIT'E'S design consultant agreement, PROJECT scope of work, and attend design phase meetings with CITY'S design consultants. CONSULTANT shall review and comment on all submittals provided by CITY'S design consultants and advise CITY and CITY' S design consultant of alternative materials for, and means and methods of, construction from CONSULTANT'S knowledge and experience. CONSULTANT shall review design consultant's submittals, design concepts, and proposed materials for opportunities to reduce project cost:> while maintaining project quality. Civic Center & Library Nova Partners Construction Management Basic Agreement Exhibit A-2 EXHIIBIT A SCOPE CiF WORK CONSULTANT shall further coordinate other C:fTY consultants work for inclusion into Bid Documents. CONSULTANT shall assist CITY in the selection and management of specialty design consultants, such asAudio /Visual, Signage, Gr<<phics, Civil and Geo Technical. CONSULTANT shall assist CITY in an analysis and development of a General Contractor Pre- Qualification selection process, conforming with state and local law. CONSULTANT shall review plans, working drawings, and specifications for completeness, consistency with intent, and conformance with budget. CONSULTANT shall conduct a "constructabilit~~ and bid review" of the 100% Construction Documents and advise CITY of discrepancies, conditions, errors, and omissions that, in the professional opinion of CONSULTANT, will likely have an adverse effect on the bidding process or the construction of the project, to the extent that the CITY will likely incur unreasonable additional costs or claims. CONSULTANT shall assist CITY in interagency and infra-agency permitting processes. 2. PROJECT RESOURCES CONSULTANT shall be prepared to provide additional resources as may be required to properly staff the project during periods of increased activity. 3. PROJECT BUDGET CONSULTANT shall adopt CITY'S major project budget categories and develop an electronic detailed master project budget spreadsheet and coordinate its management by CITY staff. CONSULTANT shall include each phase of work onto the master project budget spreadsheet and compute the cumulative costs for the duration of the project. CONSULTANT shall use the master project budget to develop a cash flow prof ection for CITY. Civic Center & Library Nova Partners Construction Management Basic Agreement Exhibit A-3 E_XHI131T A SCOPE GF WORK 4. CONSTRUCTION COST ESTIMATES CONSULTANT shall prepare construction cost estimates in parallel with CITY'S design consultant's cost estimator, at each major submittal milestone, to ensure that complete and accurate cost estimating assumptions are used anal to ensure that the project budget will fund the project design. If and when differences occur between CONSULTANT'S estimate and CITY'S design consultant's cost estimator, CONSULTANT will work to reconcile those differences and submit that reconciliation to CITY. CONSULT.~NT shall develop a fist of Value Engineering opportunities, as may be necessary to reduce the project's estimated construction cost to the project budget. 5. PROJECT SCHEDULE CONSULTANT shall prepare and maintain a Project Schedule, which incorporates the major phases of design, construction, milestones, and CITY and agency review periods. CONSULTANT shall advise CITY of potential. design schedule impacts which might adversely effect the completion of the PROJECT by October 31, 2004. CONSULTANT shall develop aproject-phasing; strategy that prioritizes portions of the work based on such factors as cost, project goals, regulatory requirements, and community impacts. 6. PROJECT COST TRACKING CONSULTANT shall prepare a cash flow projf;ction for the duration of the project in conformance with CITY'S finance department, assist the C:[TY in analysis of cash flow requirements with phasing strategies, and update the overall project budget on a monthly basis. CONSULTANT shall prepare trend reports to aid in early interventio~i of potential budget deviations. Civic Center & Library Nova Partners Construction Management Basic Agreement Exhibit A-4 EXH I E31_ SCOPE OF WORK 7. PROJECT DOCUMENT CONTROL CONSULTANT shall ensure that CITY'S design consultants assemble the Project Manual and Construction Documents in full conformance with the most current standazds of the Construction Specifications Institute (CSI). CONSULTANT shall assist CITY in the development and maintenance of a Construction Document Control procedure incorporating CITY standards where applicable. COiSULTANT shall assist CITY in exploring ways to pre-qualify general contractor and to select sub-contractors that match their expertise and experience with the requirements of the work. 8. TEMPORARY LIBRARY TENANT IMPROVEMENTS & MOVE-IN CONSULTANT shall assist CITY in procuring temporary library space within the City of Cupertino, establishing lease arrangements, and manage tenant improvements as may be necessary. CONSULTANT shall serve as the CITY'S liaison to the Santa Clara County Library during the temporary relocation period and assist with issues that occur during this period 9. FURNITURE FIXTURES & EQUIPMEN"C CONSULTANT and CITY shall work together to aid library staff, as may be necessary, in the delivery and installation of Library furniture that :~s purchased outside the basic contract. CONSULTANT will have no responsibilities in t]Ie FF & E fund raising efforts by Library staff. CONSULTANT shall assist CITY in the procurernent, delivery and installation of Community Hall furniture and equipment. Civic Center & Library Nova Partners Construction Management Basic Agreement Exhibit: A-5 EXH1~31_ SCOPE CiF WORK coordinating the CoLibrary fizrnishings fund raising campaign, the selection of Community Hall and Plaza furniture, selecting planning and purchasing consultants and the procurement and installation of furniture fixtures and equipment. SECTION 3: BIDDING AND AWARD PHA:~E SERVICES CONSULTANT shall assist CITY in the preparai:ion and assembly of Bid Documents using CITY'S existing bid documents to the fullest extf;nt possible, recommending changes and improvements where necessary to comply with current contract law or practice. CONSULTANT shall develop and maintain the I3idding and Award phase activities in the Project Schedule. CONSULTANT shall coordinate and conduct the: Pre-Bid Conference and Site Inspection, assist in the advertisement of the bids, notify local contractors of the work, and take other actions that might secure reasonable competitive bids. CONSULTANT shall assist the CITY in evaluating the bids and in determining the "lowest responsible bid". CONSULTANT shall assist thf; CITY in resolving bid discrepancies, should they occur. CONSULTANT shall document all project meetings during the bidding and construction 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 responses to comments shall be coordinated through the CITY. Civic Center & Library Nova Partners Constriction Management Basic Agreement Exhibit A-6 E_31_ SCOPE OF WORK SECTION 4: CONSTRUCTION PHASE SERVICES 1. PROGRESS REPORTING CONSULTANT shall develop and present to CITY , on a monthly basis, a Construction Progress Report which highlights, among other things, the construction progress, the contractor's applications for payment, the contractor's resour~~es, the changes to the work, and potential issues that might effect the quality or completion date of the work. 2. PROJECT SCHEDULE CONSULTANT shall analyze Contractor's required submittal construction schedule, advise CITY of its accuracy and recommend acceptance or rejection. CONSULTANT will review the construction schedule through the course of construction, with contractor and CITY, and advise of any need to update the PROJECT schedule. COI`1SULTANT shall also review contractor's recurring, two week "look ahead" schedule of m~ijor construction activities to ensure efficient coordination of site activities and resources. 3. COMMUNICATION, COORDINATION & 1v1ANAGEMENT CONSULTANT shall establish and manage construction coordination meetings with the appropriate participants from the contractor, the C;ITY, the design team and outside agencies. CONSULTANT shall review the contractor's "lo~~k ahead" schedules to ensure adherence to the overall project schedule and report any deviations, along with recommendations that might improve the plan or minimize potential impacts. CONSULTANT shall identify field problems and recommend and negotiate resolutions with the co~itractor. CONSULTANT will manage the design and construction of all cabling and network work, with CITY'S concurrence, using third party consultants, as may be necessary. Civic Center & Library Nova Partners Construction Management Basic Agreement Exhibi~: A-7 E_XHIE3IT A SCOPE OF WORK CONSULTANT shall oversee the CITY'S change order processes and review change orders for entitlement, accuracy and fairness. CONSULTANT shall coordinate non-contractor trades, including cabling, signage, audio/visual, IT, and security. CONSULTANT shall manage CITY payment procedures and schedules, including reviewing and recommending approval of applications for payment. 4. DOCUMENT CONTROL CONSULTANT shall coordinate, develop and m;~intain, with CITY assistance, a construction document control procedure that will enable the CITY to store and retrieve specific documents in the future for maintenance, repair, replacement, and claims resolution purposes. 5. PROJECT RESOURCES CONSULTANT shall be prepazed to provide the necessary staff resources with the appropriate experience throughout the course of the construction of the project. 6. TEMPORARY LIBRARY RESTORATICIN CONSULTANT shall prepare or coordinate the preparation of the necessary documents for the complete restoration of the temporary library facilities, in full conformance with the CITY'S lease of those facilities. 7. BUILDING OCCUPANCY & MOVE-IN CONSULTANT shall assist the CITY and the CITY and Library staff with the procurement and installation of the furniture for the Library and the; Community Hall. Civic Center & Library Nova Partners Construction Management Basic Agreement Exhibit: A-8 EXH I E31T A SCOPE OF WORK SECTION 5: PROJECT CLOSE-OUT SERVICES CONSULTANT shall assist the CITY with the development and coordination of "punch list" items to be completed by the contractor following Sub:ctantial Completion and preceding Final Acceptance. CONSULTANT shall assist the CITY in the ana,:iysis of project expenditures and their reconciliation with the project budget. CONSULTANT shall follow-up and resolve open construction or move-in issues and establish procedures for and assist in project closeout acti~~ities, including the compilation of "as-built" drawings, equipment and system training classes, and the distribution of warranties and owner manuals. CONSULTANT will not be expected to provide services to resolve any dispute that may arise between the parties requiring mediation, azbitrat:ion, or litigation. CONSULTANT will not be obligated or expected to guarantee the cost, the schedule or the work of the contractor, architect or others engaged in ~:he project for the CITY and will perform the services in this AGREEMENT, on a NO-RISK basis. Civic Center & Library Nova Partners Construction Management Basic Agreement Exhibit A-9 EXH1~31_ SCHEDULE OF PERFORMANCE CONSULTANT'S construction management services are contingent on the CITY' S assumptions of aggressive but reasonable design and construction durations for the Civic Center & Librazy that, without interruption, acre as follows: ~ The Design, Bidding and Awazd of Please 1, Demolition and Site Prepazation, will be completed by January 1, 2003, and that Construction of Phase 1 will take approximately 6 months and be completed by June 4, 2003. The Design, Bidding and Award of Please 2, Civic Center Construction, will be completed by May 1, 2003 and that Construction of Phase 2 will take approximately 14 months and be completed by July 31, 2004. CONSULTANT'S services began on July 1, x!002 and will continue through July 31, 2004, unless amended in writing and signed by both CONSULTANT and CITY in conformance with CITY' S service agreement procedures. Civic Center & Library Nova Partners Construction Management Basic Agreement Exhibit B-1 EXHIE3IT C COMPENSATION CONSULTANT shall be compensated monthly, on a Time and Materials Basis, not to exceed a total of EIGHT HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($850,000), in accordance with the rates set forth in Exhibit D of this AGREEMENT. Approximate annual payments will be as follows: 2002 July through December (5 months at approximately $26,000 per month) $131,000 2003 January through December (12 months at approximately $39,000 per month) $469,000 2004 January through July (8 months at approximately $31,000 per month) $250,000 Civic Center & Library Nova Partners Construction Management Basic Agreement Exhibit C - 1 Exhibit D Billing Rates Position 200:? - 2003 Rates 2004 Rates PRINCIPAL $200 $210 SR PROJECT MANGER $160 $165 ASSISTANT PROJECT MANAGER $135 $141 PROJECT ENGINEER $90 $95 ADMINISTRATOR $75 $79 ESTIMATOR $105 $110 Rates include all mazk-up expenses. CONSULTANT will be entitled to a 10% mazk up on Sub Consultant services Civic Center & Library Nova Partners Construction Management Basic Agreement Exhibit D - 1 ~~ V y63,~ CUPERjIN AGREEMENT CITY OF CIJPERTINO 10300 Torre Avenue Cupertino, ~~A 95014 (408) 777-3200 NO ~O~ BY THIS AGREEMENT, made and entered into on the 22nd day of July , 20 02 , by and between the CITY OF CUPERTINO (Hereinafter referred to as CITY) and Name (1) Nova Partners. Inc. _ (2) Address 307 Town & Country Village City Palo Alto, CA Zip 94301 Phone (650) 324-5324 (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: Construction Management Services for City Center Plaza EXHIBITS: The following attached exhibits hereby are made part of 1:hls Agreement: Exhibit A-Scope of Work, Exhibit D-Hourly Billing Rates, Exhibit E-Indemnification TERMS: The services and/or materials furnished under this AgreemE~nt shall commence on July 22, 2002 and shall be completed before DecemberL003 COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: $25, 000.00 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 Ci;y, 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 IiaL~for acts of Contractor in performing services described herein. due to negligence, errors and omissions Insurance: Should the Ciry require evidence of insurability, Contract~~r shall file with Ciry 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 wilt 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 Ciry. 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 W. Greene DEPARTMENT Public Works This Agreement shall become effective upon its execution by (,ITY, in witness thereof, the parties have executed this Agreement the day and year first written above. CONTRA R: By /~ - Title Soc. Sec. # V~XP iD -77-03~ -Z/ -~ i CITY OF CUPERTINO: e,y l'itle Senior Architect v EXPENDITURE DISTRIBUTION D ~fE ~ ACCOUNT NUMBER AMOUNT v ! ~ CITY C K DATE -vlo~ ~ o~ White: City Clerk ~ Green: Finance Yellow: Contractor 0 Pirik: Receiving Gold: Department EXHIE3IT A SCOPE OF WORK SECTION 1: GENERAL CONSULTANT SEfZVICES CONSULTANT shall assist CITY staff in thE~ performance of Project and Construction Management services related to schematic design, design development, construction documents, bidding and award, construction and project close-out phases for the new City Center Plaza, on the southeast corner o1P De Anza Blvd and Stevens Creek Blvd, in the City of Cupertino, California. The CITY's Department of Public Works shall manage the design and construction of this PROJECT and this AGREEMENT. CO~ISULTANT shall receive 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. SECTION 2: PROJECT DESCRIPTION The PROJECT consists of an approximately one acre site designed to function as a public plaza. 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 the placement of a public art ~~iece, with an estimated construction cost, including all markups and contingencies, of $890,000. The Construction Budget includes costs for Demolition, General Conditions, Special Conditions, Profit, Overhead, Design Contingency, Construction Contingency, and Escalation, to the start of construction. City Center Plaza Nova Partners, Inc., CM Services Basic Agreement, Purchase Order No. Exhibit A-1 EXHIE3IT A SCOPE OF WORK SECTION 3: GENERAL CONSULTANT PEf2FORMANCE CRITERIA The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the expres:~ terms hereof, including but not limited to the terms set out in detail in this scope of sE~rvices and the standard of care provisions contained herein. 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 qu~~lity which prevails among construction managers of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. CONSULTANT shall designate a Construction Manager to staff the PROJECT for its duration. CONSULTANT shall not substitute the Construction Manager or key team members, without the prior approval of the CIITY, which approval shall not be unreasonably withheld. The CONSULTANT'S services shall 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 service: may be adjusted, by mutual agreement, as the PROJECT proceeds. CONSULTANT shall be compensated for additional services as requested by the CITY on a Time and Materials Basis in accordance with the rates set forth in Exhibit D, HOURLY BILLING RATES. CONSULTANT shall coordinate this scope oi` services with the CITY and with CITY's separate consultants and contractors, as needed, or as directed, by CITY. City Center Plaza Nova Partners, Inc., CM Services Basic Agreement, Purchase Order No. Exhibi~~ A-2 EXHIE3IT A SCOPE OF WORK SECTION 4: SPECIFIC DESIGN PHASE SERVICES CONSULTANT shall attend design meetings and assist CITY in review of design documents for errors and omissions, coordinate review comments, and ensure that review comments are duly incorporated into the Bid Documents. CONSULTANT shall prepare separate cost estimates to validate statements of probable cost prepared by design consultant and rE~concile any differences between the two estimates. CONSULTANT shall review and assist CITY in the coordination of Code and Life Safety review of Construction Documents. CONSULTANT shall assist CITY in applications, reviews and coordination of inter agency permits and authorizations. CONSULTANT shall assemble the Bid Package and ensure that Division 0, (General Conditions), and Division 1 (General Requirements), are applicable for the Work. SECTION 5: SPECIFIC BID AND AWARD F'HASE SERVICES CONSULTANT shall prepare the advertisemf:nt for bid and coordinate the distribution of the bid documents. CONSULTANT shall coordinate and conduct the pre-bid conference, record bidders questions, coordinate the answers, coordinate addenda as may apply, coordinate bidders site visits, all in accordance with CITY ordnances and State contracting law. CONSULTANT shall attend the CITY bid oK,ening process and assist in the recording and analyses of the bids. City Center Plaza Nova Partners, Inc., CM Services Basic Agreement, Purchase Order No. Exhibit: A-3 EXH I E31T A SCOPE OF WORK CONSULTANT shall assist CITY in the evaluation of Bid irregularities, claims, or circumstances, that may require the rejection of bids and re-bidding of the Work. SECTION 6: SPECIFIC CONSTRUCTION F'HASE SERVICES CONSULTANT shall coordinate and review tl~e Contractor's Start-up Plan, construction schedule, submittal schedule, and schedule of values. CONSULTANT shall review Contractor's proc~ress pay requests for compliance with Work in Place, obtain sub contractor lien relE;ases as may be applicable, and recommend approval to CITY for processing. CONSULTANT shall review Contractor's As-Built Drawings for compliance and accuracy in association with each Progress Payment Request. CONSULTANT shall coordinate regular construction meetings with the Contractor and serve as the single point of communication between the Contractor, the CITY, and the design consultant. CONSULTANT shall coordinate code inspections, quality assurance inspections, special inspections of materials and assemblies, and the testing of materials to ensure conformance with the drawings and specifications. CONSULTANT will review and evaluate all requests for changes to the Work and advise CITY of the potential cost. If changes to the Work are either directed by or approved by the CITY, following CONSULTANT's cost analysis, CONSULTANT shall prepare the Change Order documents authorizing Contractor to proceed with the Work. CONSULTANT shall, with CITY's approval, determine the date of Substantial Completion and notify the Contractor of such date. City Center Plaza Nova Partners, Inc., CM Services Basic Agreement, Purchase Order No. Exhibit A-4 EXHIE3IT A SCOPE OF WORK CONSULTANT shall, with CITY's approval, determine the date of Final Completion and notify the Contractor of such date. City Center Plaza Nova Partners, Inc., CM Services Basic Agreement, Purchase Order No. Exhibit: A-5 Exhit~it D Billing Rates NOVA PARTNERS FEE SCHEDULE TIME PERIOD 2002-2003 Position Rate PRINCIPAL $200 SR. PROJECT MANGER $165 ASSISTANT PROJECT MANAGER $135 PROJECT ENGINEER $ 90 ADMINISTRATOR $ 75 ESTIMATOR $105 TIME PERIOD 2004-2005 PRINCIPAL $210 SR. PROJECT MANGER $173 ASSISTANT PROJECT MANAGER $141 PROJECT ENGINEER $ 95 ADMINISTRATOR $ 79 ESTIMATOR $110 Notes: Rates include all markups with the exception of reimbursable costs City Center Plaza Nova Partners, Inc, Purchase Order No. Basic Agreement Exhibit D - 1 Exhibit E Indemnification 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 Plaza Nova Partners, Inc., CM Services Basic Agreement, Purchase Order No. Exhibit: E 1 AGREEMENT No. ~ p ~~,~ ~ ITY OF CIJPERTINO 3 ~ 10300 Torre Avenue /~ pCITY O~ ~~ ~ Cupertino, CA 95014 1.,~PE~~'~~~ (408) 777-3200 BY THIS AGREEMENT, made and entered into on the 22nd day of July , 20 02 , by and between the CITY OF CUPERTINO (Hereinafter referred to as CITY) and Name (1) Nova Partners, Inc. _ (2) Address 307 Town & Country Village City Palo Alto, CA Zip 94301 Phone (650) 324-5324 (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: Construction Management Services fo~° Cupertino Sports Center EXHIBITS: The following attached exhibits hereby are made part of this Agreement: Exhibit A-Scope of Work , Ex~~b~t ~-Hour~lly Billihn~ Rates, Exhibi3t lE-I~iemication TERMS: The services and/or materials furrns a un er this g eeme~nt s a commence on u y , and shall be completed before December 2003 COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: $54, 000.00 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 liabre 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 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 Ciry. 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 W. 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. CONTRAC R: KJbI/,~} P/~,2'jA,~S ~~_, C%ITY OF CUPERTINO: By ~- E,y Title C~~ T'itle Senior Architect Soc. Sec. # v~xP~ vE~ ~D 77-o3~-u-63 OZ APPROVALS n . ~ , ~ ~ ` EXPENDITURE DISTRIBUTION E / ACCOUNT NUMBER AMOUNT ~ ~ / _ _ CITY C ERK DATE ti d ~-- ~ ° Y White: City Clerk ~ _ Green: Finance Yellow: Contractor /~ v ~inkf Receiving Gold: Department EXH I E31T A SCOPE OF WORK SECTION 1: GENERAL CONSULTANT SEf~VICES CONSULTANT shall assist CITY staff in thE~ performance of Project and Construction Management services related to schematic design, design development, construction documents, bidding and award, construction and project close-out phases for the Sports Center Renovation, at 21111 Stevens Creek. Blvd, in the City of Cupertino, California. The CITY's Department of Public Works shall manage the design and construction of this PROJECT and this AGREEMENT. COI~ISULTANT shall receive 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. SECTION 2: PROJECT DESCRIPTION The PROJECT consists of the partial renovation and full ADA upgrade of the existing two story CITY owned building. The PROJECT is anticipated to consist of architectural, structural, mechanical, electrical and plumk~ing upgrades associated with a full ADA upgrade, with an estimated construction cost, including all markups and contingencies, of $1,925,000. The Construction Budget includes costs for Demolition, General Conditions, Special Conditions, Profit, Overhead, Design Contingency, Construction Contingency, Furniture Fixtures and Equipment (FF/E) and Escalation, to the start of construction. SECTION 3: GENERAL CONSULTANT PEFZFORMANCE CRITERIA The performance of all services by CONSUL~1"ANT shall be to the satisfaction of the CITY, in accordance with the expres:~ terms hereof, including but not limited to the terms set out in detail in this scope of sE~rvices and the standard of care provisions contained herein. Sports Center Nova Partners, Inc., CM Services Basic Agreement, Purchase Order No. Exhibit. A-1 EXHIE3IT A SCOPE OF WORK 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 qu~~lity which prevails among construction managers of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. CONSULTANT shall designate a Construction Manager to staff the PROJECT for its duration. CONSULTANT shall not substitute the Construction Manager or key team members, without the prior approval of the CITY, which approval shall not be unreasonably withheld. The CONSULTANT'S services shall 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, by mutual agreement, as the PROJECT proceeds. CONSULTANT shall be compensated for additional services as requested by the CITY on a Time and Materials Basis in accordance with the rates set forth in Exhibit D, HOURLY BILLING RATES. CONSULTANT shall coordinate this scope oi` services with the CITY and with CITY's separate consultants and contractors, as needed, or as directed, by CITY. Sports Center Nova Partners, Inc., CM Services Basic Agreement, Purchase Order No. Exhibit A-2 EXHIE3IT A SCOPE OF WORK SECTION 4: SPECIFIC DESIGN PHASE SERVICES CONSULTANT shall attend design meetings and assist CITY in review of design documents for errors and omissions, coordinate review comments, and ensure that review comments are duly incorporated into the Bid Documents. CONSULTANT shall prepare separate cost estimates to validate statements of probable cost prepared by design consultant and rE~concile any differences between the two estimates. CONSULTANT shall review and assist CITY in the coordination of Code and Life Safety review of Construction Documents. CONSULTANT shall assist CITY in applications, reviews and coordination of inter agency permits and authorizations. CONSULTANT shall assemble the Bid Package and ensure that Division 0, (General Conditions), and Division 1 (General Requirements), are applicable for the Work. SECTION 5: SPECIFIC BID AND AWARD F'HASE SERVICES CONSULTANT shall prepare the advertisemE:nt for bid and coordinate the distribution of the bid documents. CONSULTANT shall coordinate and conduct the pre-bid conference, record bidders questions, coordinate the answers, coordinate addenda as may apply, coordinate bidders site visits, all in accordance with CITY ordnances and State contracting law. CONSULTANT shall attend the CITY bid o~~ening process and assist in the recording and analyses of the bids: Sports Center Nova Partners, Inc., CM Services Basic Agreement, Purchase Order No. Exhibit: A-3 EXHIE3IT A SCOPE OF WORK CONSULTANT shall assist CITY in the Evaluation of Bid irregularities, claims, or circumstances, that may require the rejection of bids and re-bidding of the Work. SECTION 6: SPECIFIC CONSTRUCTION F'HASE SERVICES CONSULTANT shall coordinate and review the Contractor's Start-up Plan, construction schedule, submittal schedule, and schedule of values. CONSULTANT shall review Contractor's progress pay requests for compliance with Work in Place, obtain sub contractor lien relE~ases as may be applicable, and recommend approval to CITY for processing. CONSULTANT shall review Contractor's As-Built Drawings for compliance and accuracy in association with each Progress Payment Request. CONSULTANT shall coordinate regular construction meetings with the Contractor and serve as the single point of communication between the Contractor, the CITY, and the design consultant. CONSULTANT shall coordinate code inspections, quality assurance inspections, special inspections of materials and assembliies, and the testing of materials to ensure conformance with the drawings and specifications. CONSULTANT will review and evaluate all requests for changes to the Work and advise CITY of the potential cost. If changes to the Work are either directed by or approved by the CITY, following CONSULTANT's cost analysis, CONSULTANT shall prepare the Change Order documents authorizing Contractor to proceed with the Work. CONSULTANT shall, with CITY's approval, determine the date of Substantial Completion and notify the Contractor of such date. Sports Center Nova Partners, Inc., CM Services Basic Agreement, Purchase Order No. Exhibit: A-4 E_ IT A SCOPE OF WORK CONSULTANT shall, with CITY's approval, cletermine the date of Final Completion and notify the Contractor of such date. Sports Center Nova Partners, Inc., CM Services Basic Agreement, Purchase Order No. Exhibit A-5 Exhit~it D Billing Rates NOVA PARTNERS FEE SCHEDULE TIME PERIOD 2002-2003 Position Rate PRINCIPAL $200 SR. PROJECT MANGER $165 ASSISTANT PROJECT MANAGER $135 PROJECT ENGINEER $ 90 ADMINISTRATOR $ 75 ESTIMATOR $105 TIME PERIOD 2004-2005 PRINCIPAL $210 SR. PROJECT MANGER $173 ASSISTANT PROJECT MANAGER $141 PROJECT ENGINEER $ 95 ADMINISTRATOR $ 79 ESTIMATOR $110 Notes: Rates include all markups with the exception of reimbursable costs Sports Center Nova Partners, Inc, Purchase Order No. Basic Agreement Exhibit D - 1 Exhibit E Indemni~Fication 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". Sports Center Nova Partners, Inc., CM Services Basic Agreement, Purchase Order No. Exhibit E 1 .~ AGREEMENT ~,,~ -~'' CITY OF CUPERTINO ~~ 10300 Toms Avenue CITY OF ~~ ~ 3 Cupertino, CA 95014 C U P E ITT I N ~ (408) 777-3200 BY THIS AGREEMENT, made and entered into on the 8th by and between the CITY OF CUPERTINO (Hereinafter referred to as CITY) and Name (1) Nova Partners _ (2) Address 307 Town & Country Village City Palo Alto, CA Zip 94301 Phone (650) 324-5324 (Hereinafter referred as CONTRACTOR), in consideration of their mutual covenants, the parties hereto agree as follows: CONTRACTOR shall provide or furnish the following specified servia~s and/or materials: Provide interim staff augmentation services-Asst. Public Works Director/City Engineer EXHIBITS: The following attached exhibits hereby are made part of this Agreement: TERMS: The services and/or materials furnished under this Agreement shall commence on March 8, 2002 and shall be completed before June 30, 2002 COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: Amount not to exceed $30,000.00 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 arisirg out of the performance of this Agreement. City shall not be liab for acts of Contractor in performing services described herein. due to negligence, errors and omi:>sions Insurance: Should the City 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 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 sh;~ll 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. CONTRACTO)~ CITY OF CUPERTINO: By ,~~ - ray .rc~~------ Title ~-~~ Title ublic Works Pro-j ects Manager Soc. Sec. # ~ ~ - O 37 Z ~ b APPROV S EXPENDITURE DISTRIBUTION M HAD / / DAT ACCOUNT NUMBER AMOUNT l./t ~ ! - CITY RK DATE ^ White: City Clerk Green: Finance Yellow: Cortractor / Pink: Receiving Gold: Department w~' ~~ NO. ;~ day of March , 20 02 , ",~ ~~ C17Y' 4f CUPE~TIN ~~,a~ ~ AGREE'~MENT CITY OF CIJPERTINO )10300 Torre Avenue Cupertino, IAA 95014 (408) 777-3200 od~~ ~~~ ~~ 0 BY THIS AGREEMENT, made- a~cn entered into on the day of , 20 , by and between the CITY OF CUPERTINO (Hereinafter referred to as CITY) and Name (1) Nova Partners, Inc. _ (2) Address 307 Town & Country Village City Palo Alto, CA Zip 94301 Phone _650) 324-5324 (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: Professional Construction M i~ ment Services EXHIBITS: The following attached exhibits hereby are made part o~t~ls~~greement: EXHIBIT "A" TERMS: The services and/or materials furnished under this AgreemE~nt shall commence on and shall be completed before COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: Amount not to exceed $51, 200 ($50,000-Services, $1,200-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. 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 liable for acts of Contractor in performing services described herein. due to negligence errors, and omissions Insurance: Should the City 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 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 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. CONTRACT ~~ ~~ ~-T N ~1S~ )OVA By Title ~# 7"~S-~. ~D ~7- 037- x-1-6 APPROVALS^ /J , _ , ~ ~ C-1TY OF CUPERTINO: w Title Senior Architect EXPENDITURE DISTRIBUTION EP N E D r - ACCOUNT NUMBER AMOUNT + % G~ - ~ ~ / CITY CLERK ~~7 ~'7~L[~j~, T Q ~ i~ r3 White: City Clerk Green: Finance Yellow: Contractor ink: eceiving Gold: Department Terry W. Greene, AIA City of Cupertino CM Services Proposal February 14, 2002 COMPEN!iATION We propose to perform an initial scope of work in i:his proposal for a not to exceed fee in the amount of $50,000, plus $1,200 in reimbursable expenses-(~36@-rrrar[th~), at a billable rate as listed below (fees shall be increased 5% per year shirting 1 / 1 /03): ` ~ ~ c~~ 2002~~ ~~ Bob McIntire $200/hr ~'--yr~/~' (~:(J{. (~( c-(a / David Marks $160/hr ~.J Assistant Project Manager $135/hr Administrative support $65/hr We will submit monthly invoices for the work performed during this period and shall not exceed $51,200 without your prior authorization. DESCRIPTION OF SERVICES The "project" is the planning, design and construction of: • Anew approximately 60,000 SF Public Library • Anew approximately 3,000 SF Communit~~ Hall Center • Landscaping/Plaza improvements • City Council Chambers improvements As recently discussed, we propose an initial engagement period to provide you with an opportunity to gain confidence in our ability to meet your expectations and develop a scope of services in order to establish our future project fees. Our involvement will be strictly per your direction and will be on a time and material basis until a final fee agreement can be reached. We are fully committed to dedicate as much time as needed to ensure the success of this project. We anticipate our initial engagement to be approximately 20 hours a week, mostly by David Marks. During the initial period, our focus, with your agreement, will focus on the following issues: • Review of the program requirements across all services for opportunities of scope reductions and subsequent project cost reductions. This will be accomplished together with you and the project team to create recognition of the challenges and buy-in into the solution. Upon completion of this process, there will be an agreed upon space program for the "project" as above defined. • Attend council, design, staff meetings at your request • Develop an overall project schedule including but not limited to the following activities: design phases, city reviews/approvals, construction, library activation/de-activation and other activities critical to the success of the project. Milestone dates will be indicated along with a critical path for the project. We will prepare 3-4 week interval look ahead schedules will be provided as requested. • Provide project estimates as requested inclusive of all project costs associated with this project including soft costs, FF&E and con~;truction costs. Final systems format to be Page 2 of 3 Terry W. Greene, AIA City of Cupertino CM Services Proposal February 14, 2002 determined. We will also validate the Architects' construction estimate and provide a complete summary of our findings. • Assist with the City of Cupertino to develop and implement a strategy for temporary book storage during construction. • Work with the City of Cupertino in the coordination of the various design consultants the City is currently considering. • Review current documents to understand ~:he project. We propose that our services cover a period of approximately four months commencing in February 2002. We understand that the City Of Cupertino acknowledges that this maximum amount may require adjustment to complete the al^~ove mentioned tasks. Furthermore, we have reviewed your proposed form of contract and we do not expect any difficulties in working out our contract. Reimbursable Expenses G~i~%r~`c`'C .E~~L~-~-~ ~ -~- ilea ,parking FedEx, faxes, ~=hargeable phone calls and other similar expenses. errterrt. Out-of-area travel will be a reimbursable expense upon prior pproval the City of Cupertino. Payment is requ ted within 30 days of invoicing. The above fees include our insurance coverage for professional lia lity, commercial general liability, ;end automobile liability. ,~/ Qualifications / lC~ ~~~~ We exclude services to resolve any dispute that may arise between the parties requiring mediation, arbitration, or litigation. We do not guarantee that the project can be completed for the budgeted amount or per the schedule. We do riot guarantee the work of the contractor, architect, or others engaged by the City of Cupertino. Our fee is based upon Nova and the other team members being paid on time and upon City of Cupertino making decisions in a timely and efficient manner. We reserve the right to adjust our fee if the schedule is delayed for reasons outside of our control. Page 3 ~f 3