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02-072 Field Paoli ArchitectsAGREEMENT FOR ARCHITECTURAL CONSULTANT SERVICES BETWEEN THE CITII' OF CUPERTINO AND FIELD PAOLI ,ARCHITECTS A CALIFORNIA CORPORATION FOR THE SPORTS CENTER RENOVATION THIS AGREEMENT is made and entered into this ~ day of , 2002 by and between the City of Cupertino„ a municipal corporation (hereinafter referred to as CITY), and (Field Paoli Architects), a California Corporation, referred to as CONSULTANT). RECITALS WHEREAS, the CITY OF CUPERTIINO desires to obtain Architectural consultant services for the Cupertino Sports Center Renovation; and WHEREAS, Field Paoli Architects has the necessary professional expertise and skill to perform the architectural services re~~uired. NOW, THEREFORE, the purpose of this Agreement is to retain Field Paoli Architects as CONSULTANT TO THE CIITY to perform those services specified in Exhibit A of this Agreement. THE PARTIES HEREBY AGREE A~~ FOLLOWS: Section 1. Scope of Services. CONSULTANT shall perform thosE; services specified in detail in Exhibit A, entitled "Scope of Services", which is attacr~ed hereto and incorporated herein. Section 2. Term of Agreement. The term of this AGREEMENT shell be retroactively from June 1, 2002, and continue through December 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. Sports Center Renovation Field Paoli Architects 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, which is attached hereto and incorporated herein. Time is of the essence in this Agreement. Section 4. Compensation. The compensation to be paid to CONSULTANT for professional services, shall not exceed TWO HUNDRED SIXTY SEVEN THOUSAND ONE HUNDRED TWENTY- FIVE and 00/100 Dollars ($267,125) and shall not exceed THIRTY THOUSAND and 00/100 Dollars ($30,000) for reimbursable expenses. 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. Upon completion of each phase, a:~ specified in Exhibit A, the CONSULTANT shall furnish to the CITY a detailed statement of the work pertormed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of ea~:h phase. Section 6. Independent Contractor. It is understood and agreed that CONSULTANT, in the performance of the work and services agreed to be performed b~~ CONSULTANT, 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 CONSULTANT hereby expressly waives any claim it may have to any such rights. 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. Sports Center Renovation Field Paoli Architects Basic Agreement 2 of 11 Basic Agreement 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 PROJECT MANAGER for the City Manager, and shall supervise the progress and execution of this agreement. (b) CONSULTANT: CONSULTANT sf•iall assign a single PROJECT DIRECTOR to have overall responsibility for the ~~rogress and execution of this agreement for CONSULTANT. Mark Schatz is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this agreement require a substitute PROJECT DIRECTOR for any reason, the PROJECT DIRECTOR designee shall be subject to the prior written acceptance and approval of the PROJECT MANAGER. Section 9. Assignability /Sub consultants /Employees. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. 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. No sub consultant of CONSULTANT will be recognized by CITY as such; rather, all sub consultants are deemed to be contractors of CONSULTAI~IT, and 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 rei~uses to carry out the provisions of this 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- MANAGER. Sports Center Renovation Field Paoli Architects Basic Agreement 3 of 11 Basic Agreement Section 10. Indemnification. CONSULTANT shall defend, indemnif)r, and hold harmless CITY, its officers, and agents of any and all claims, loss, or liability arising out of or resulting, in any way, from the work performed under this Agreement to the extent due to the willful or negligent acts (active or passive) or omissions b~y 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. Thi:~ 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 ~NOrkers' 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 owri expense, maintain during the performance of this contract professional liability, general liability and automobile liability insurance in the coverage amount a~; provided below. 1. Automobile Liability Insurances 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 occurrence. 2. Comprehensive or Commercial General Liability Insurance shall include coverage for bodily 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 ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) aggregate, combined single limit. (Claims made policies are not acceptable.) Sports Center Renovation Field Paoli Architects Basic AgreE~ment 4 of 11 Basic A;~reement 3. Professional liability Insurance (including Contractual Liability) shall include coverage for claims for professional acts, errors or omissions and shall not be less than two million dollars ($2,000,000.00) 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, 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, endorsements, cE~rtificates, and/or binders shall be subject to approval by the City ManagE~r of the City of Cupertino as to form and content. These requirement:> are subject to amendment or waiver if so approved in writing by the City Manager. Section 12. Nondiscrimination. CONSULTANT shall not discriminai:e, 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 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 perform any of its material obligations under this Agreement, in addition to all othE~r remedies provided by law, CITY may terminate this Agreement upon seven (7) days written notice if consultant 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, CONS~iLTANT shall deliver to CITY, copies of all reports, documents, and other work performed by CONSULTANT under this Sports Center Renovation Field Paoli Architects Basic Agreement 5 of 11 Basic Agreement Agreement, and upon receipt thereof, CITY shall pay CONSULTANT for services performed and reimbursable expenses incurred to the date of termination. Section 14. Governing 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, ordinances, codes and regulations 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 authorizE:d by the CITY, or as required by law. Section 17. Ownership of Materials All reports, documents, or otherr 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 copie:> of consultants work product shall constitute 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 waiver b~~ 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 Sports Center Renovation Field Paoli Architects Basic Agreement 6 of 11 Basic A;;reement any work or services by CONSULTANT sh;~ll not be deemed to be a waiver of any term or condition of this Agreement. Section 19. Consultant's Books and Recor~~s. A. CONSULTANT shall maintain any rind 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 by law, from the date of final payment to CONSULTANT pursuant to this Agreement. B. CONSULTANT shall maintain all alocuments 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 i:o be maintained pursuant to this Agreement shall be made available for inspe~~tion 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 available at CONSULTANT's address 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 rectuest 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 H~~II. Access to such records and documents shall be granted to any party auth~xized by CONSULTANT, CONSULTANT's representatives, or CONSULTANT's successor-in-interest. Section 20. Interest of Consultant. Sports Center Renovation Field Paoli Architects Basic Agreement 7 of 11 Basic Agreement CONSULTANT covenants that it prE~sently 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 f~erformance 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 c-r 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 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 CONSULTANT. 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 Agreerent. Section 22. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be ~~ersonally 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 Cupertino 10300 Torre Avenue Cupertino, CA 95014 Sports Center Renovation Field Paoli Architects Basic Agreement 8 of 11 Basic Agreement To CONSULTANT: Mark ScFiatz Principal Field Pac-li Architects 1045 Sarlsome St., Suite 206 San Francisco, CA 94111 Notice shall be deemed effective on the data 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 tl'ie 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, C~~lifornia. Section 24. A reement Bindin /Prior A reE~ments and Amendments. The terms, covenants, and conditions of this agreement shall apply to, and shall bind, the heirs, successors, executors, adrninistrators, 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 with such an action from the other party. Sports Center Renovation Field Paoli Architects Basic Agreement 9 of 11 Basic Agreement 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 Contr~~ctor 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 CONSULTANT. Similarly, the CITY, City's 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, City'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 crawings and record drawings. The Architect shall not be responsible 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 rE~sponsible for job site safety issues. Such issues shall be the responsibility of the construction Contractors who shall defend, indemnify, and hold harmless CONSULTAf~IT 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. Sports Center Renovation Field Paoli Architects Basic Agreement 10 of 11 Basic Agreement WITNESS THE EXECUTION HEREOF on the day and year first herein above written. APPROVED AS TO FORM: B .,~ ~ "CITY" CITY F UPE TI O, a nicipal corporation B Date: ~ ~Z..__ Dave Knapp, City M ager Attest: Date: ~ 03- Kimberly S ith, City Clerk 10300 Torre Avenue Cupertino, CA 95014 408 777 3223 NOTARY PUBLIC CERTIFICATION (SEAL) State of California County of J I~~% ~~-~ ~tcc Ort~~/~~/~ before me, "CONSULTANT" Fiel~.Paoli Archite ts, a California Corporation B Dat~ 3 ~ Name: Mark Schatz Title: Principal 1045 Sansome Street, Suite 206 San Francisco, CA 94111 415 788 660 Notary Public, personally appeared /~~ l~ ~G~~-7~ wn to me (or proved to me on the basis of satisfactory evidence) to b the persons-whose name.(~-~ s/ a subscribed to the within instrument and ackno~nrledged to me th~he/they executed the same in i er/their Permitted capacity; and that is/laer/their signature(~}-on the instrument the person(~- orthe entity upon behalf of which the person(~}-acte~i, executed the instrument. ANTONIO LOCATELii -- Gom~rdsston~ 1?S053i WITNES my hand and offs ial seal, ~carrpn ~ ~`" S~'tic-`-. ~ ~ Signature of Not ry public Sports Center Renovation Field Paoli Architects Basic Agreement 11 of 11 EXHIBIT A SCOPE (JF WORK CONSULTANT shall provide professi~~nal services related to the Schematic Design, Design Development, Construction Documents, Bidding and Award, Construction Administration and Project Close-out phases, as described below, for the Sports Center Renovation located on Stevens Creek Blvd. in the City of Cupertino, California, "PROJECT". GENERAL PROJECT DESCRIPTION The Cupertino Sports Center Renovation is a PROJECT of the City of Cupertino. The PROJECT consists of the partial renovation of an existing two story building and its adjacent site, to comply with ACiA accessibility requirements, to enhance the program space, and to upgrade structural, mechanical, electrical and plumbing systems directly related to those ADA improvements and program enhancements. The PROJECT budget, including FF/E, general Conditions, Overhead and Profit, Escalation, Bidding Contingency, Design Contingencies, and Construction Contingency, is established as $1,925,C100. CONSULTANT shall be responsible for designing to the Budget. The CITY'S Department of Public Works will manage both the design and construction of this PROJECT using professional architectural and construction management services. CONSULTANT 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. Sports Center Renovation Field Paoli Architects Exhibit i~ 1 of 18 EXHIIBIT A SCOPE CAF WORK GENERAL PERFORMANCE CRITERI~- The performance of all services by CO~JSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this Scope of Work and the standard of care provisions contained herein. All of the services to be performE~d 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 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 cornpleted PROJECT that conforms to all applicable codes, rules, regulations and guidelines or applicable official interpretation thereof, which are in farce at the time such documentation is prepared. CONSULTANT shall coordinate this Scope of Work with the CITY and CITY'S separate consultants and contractors, a:. needed or as directed by CITY. 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. Sports Center Renovation Field Paoli Architects Exhibit <~ 2 of 18 EXHIIBIT A SCOPE (~F WORK All CONSULTANT responses to CITY comments shall be coordinated with and approved by the CITY. PROGRAM CONSULTANT shall conform the design to the CITY's Functional Area Program, provided in Exhibit F. COST ESTIMATES CONSULTANT shall be responsible for designing the Project so that the estimated construction cost is less then or equal to the Construction Budget established by CITY for the Project, as defined in Exhibit E. CONSULTANT shall provide a cost esti-rrate at the end of each Phase of Design. If an estimate of construction cost exceeds the Project Budget ,CONSULTANT shall develop a Value Engineering strategy and provide all of the necessary redesign services to bring the estimated costs down to the Project Budget, at no additional expense to the CITY, prior to proceeding with subsequent design phases, unless authorized otherwise in ~Nriting by the Director of Public Works. As the design process progresses, CONSULTANT shall update and refine the cost estimates. CONSULTANT shall advise the CITY of any adjustments to the previous estimated probable construction cost indicated by changes in Project requirements or general market conditions. CONSULTANT shall not be responsible for unforeseen market or bidding conditions. In preparing the cost estimates, the CONSULTANT, in consultation with CITY, shall be permitted to include continclencies for design, bidding, and price escalations; to determine what materi~-Is, equipment, component systems and types of construction are to be included; and to make reasonable adjustments in Sports Center Renovation Field Paoli Architects Exhibit is 3 of 18 EXHIBIT A SCOPE t~F WORK the scope of the Project, including alternate bids, to adjust the estimated construction cost to meet the Construction Budget. If bidding has not commenced within ~i0 days after the CONSULTANT submits the Construction Documents to the CI1Y, the cost estimate shall be adjusted to reflect changes in the general level of prices in the construction industry. Notwithstanding the foregoing, to the extent the cost estimate exceeds the Construction Budget, the CONSULTANT will not be responsible for amending the documents, at no cost to the CITY, due to any program, design or budget changes authorized by the CITY, beyond CONSULTANT'S control, or any unforeseen market or bidding condition;>. If the lowest bona fide bid exceeds the cost estimate, the CITY: • May give written approval. of an increase in the "Construction Budget"; or • May authorize re-bidding of the Project within a reasonable time; or • May terminate the project; or • May revise the scope and qu~~lity as required to reduce the cost of construction and re-bid the Project. In as much as the CONSULTANT is neither responsible for nor in control of the Budget or the bids, the CITY will compensate the CONSULI~ANT for any additional redesign work necessary to re-bid the work. Sports Center Renovation Field Paoli Architects Exhibit A 4 of 18 EXHIIBIT A SCOPE CAF WORK SCHEDULE CONSULTANT shall prepare, and maintain, a Project Schedule for the CITY'S review and approval. The Project sche~~ule shall identify activities and 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 and Final C~~mpletion of the Work. 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. RESOURCES CONSULTANT shall designate aPrincipal-In-Charge for the duration of the PROJECT. CONSULTANT shall further name a Project Manager who will report directly to the Principal-IN-Charge and have direct authority over all the members of the CONSULTANT'S Project Team and sub consultants. CONSULTANT shall not substitute key team members of th~~ team, nor sub consultants, without the prior approval of the CITY, which approval shall not be unreasonably withheld. SERVICES The CONSULTANT'S services shall be performed as expeditiously as is consistent with professional skill and c~~re and the orderly process of the work. The schedule for the performance of the CONSULTANT'S services, included in EXHIBIT B, may be adjusted as the PROJECT proceeds by mutual agreement. CONSULTANT shall manage CONSULTANT'S and sub consultant services for the duration of the Project. Sports Center Renovation Field Paoli Architects Exhibit f~ 5 of 18 EXHIIBIT A SCOPE (~F WORK 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. CONSULTANT shall submit document; to the CITY for purposes of evaluation and approval by the CITY. CONSULT~4NT shall make revisions as required by the CITY in a timely manner. CONSULTANT shall assist the CITY with the CITY'S responsibility for filing documents required for the approv~~l of governmental authorities having jurisdiction over the Project. CONSULTANT shall consider the value of alternative materials, building systems and equipment, together with other coinsiderations based on program, budget, aesthetics and Green Building principles in developing the Project. Upon request by the CITY, CONSULTANT shall be prepared to make several presentations to explain the design of the Project to the City Council, Commissions, City Staff, and the public, using a variety of graphic and electronic media. CONSULTANT shall identify any site~•related discrepancies from the survey report and other reports that might affect: the Project. CONSULTANT shall organize a meeting to introduce team members and CITY'S Project Manager, to establish communication procedures, and to discuss the members' roles, responsibilities, and authority. Sports Center Renovation Field Paoli Architects Exhibit E~ 6 of 18 EXHIIBIT A SCOPE (~F WORK CONSULTANT shall meet with the CIT`('S Community Development Department to confirm zoning, building code, fire cede and state and federal environmental review and approval requirements. CONSULTANT shall provide a list of sub consultant services that have been excluded from the Scope of Work. PRE-DESIGN SERVICES CONSULTANT has provided Pre-Design Services to the City of Cupertino under separate agreement and no further Pre-Design Services are required as a part of this AGREEMENT. SCHEMATIC DESIGN and DESIGN DEVELOPMENT SERVICES CITY and CONSULTANT agree that they formal phases of Schematic Design and Design Development (SD/DD) shall be combined in this PROJECT to save time and money without a reduction in qualiity. The complexity of the work and the extensive knowledge of the building gained by the CONSULTANT during the Concept Development phase make the formal phases unnecessary in this PROJECT. During this phase, CONSULTANT will resolve the functional aspects of the Program and determine the most appropriate systems for constructing the renovations. CONSULTANT will meet on a regular basis with CITY staff to help ensure that concerns are effectively addressed. CONSULTANT will prepare a schematic site drawing limited to the parking and entry area immediately adjacent to the building. The scope of work does not include any redesign of the tennis courts, outer parking lots or swimming pool areas. Sports Center Renovation Field Paoli Architects Exhibit A 7 of 18 EXHIIBIT A SCOPE OF WORK CONSULTANT will prepare base drawings of the existing conditions, based on documents supplied to the city and me~~surements at the site. CONSULTANT'S consulting engineers will also documE~nt, to the extent possible, the existing conditions, and prepare diagrammatic ~~lans and scope of work descriptions for structural, mechanical and electrical systems. CONSULTANT will prepare a code an~~lysis of the building, and will meet with representatives of the building departmE~nt and fire department to ascertain their requirements relative to exiting and life :safety issues. The SD / DD submittal will include the following: Site Plan (accessible entry and p<~rking study only) Code Analysis and Exiting /Occupant Load Plan Demolition Plans Floor Plans Roof Plan Building Sections Exterior Elevations Structural Diagrams and Scope o~f Work Description Mechanical /Plumbing Diagrams and Scope of Work Description Electrical Diagrams and Scope of Work Description Outline Specifications Schematic Cost Estimate CONSULTANT'S scope for this phase includes 4 meetings with staff, 1 public meeting and 1 presentation to the (:ity Council or Parks and Recreation Commission. The SD/DD documents shall describes preliminary alternatives for materials, finishes, systems and products including an evaluation of their life cycle cost and durability. The SD/DD documents shall describe preliminary selections of major building systems and construction materials. Sports Center Renovation Field Paoli Architects Exhibit ~~ 8 of 18 EXHIBIT A SCOPE cJF WORK The CONSULTANT shall be allowed to identify bid alternates, as they deem necessary, to enhance the possibility that actual costs shall agree with the statement of probable construction cost. CONSULTANT shall submit one (1) sE~t of full size reproducible drawings, and eight (8) fully legible half size copies of the SD/DD documents, including specifications, for CITY review, comment and approval. CONSULTANT shall collect, log and rE~concile all CITY and agency comments and revise SD/DD documents as requirE~d CITY. CONSULTANT to prepare and submit Site Development Permit Application to the Community Development Department for review by planning staff. CONSULTANT shall submit an Estimate of Probable Construction Cost in coordination with the CITY'S Construction Management consultant for review by CITY. CONSTRUCTION DOCUMENT SERVI(:ES Upon acceptance by the CITY of the SC-/DD documents, CITY will issue a Notice to Proceed to CONSULTANT to begin Construction Document services. CONSULTANT shall incorporate CITY ~~pproved changes made to the scope of the project based on budget or staff corr~ments from the SD/DD phase. CONSULTANT shall prepare Construction Documents necessary for obtaining the necessary building and use permits and general contractor bids for construction of the PROJECT. Sports Center Renovation Field Paoli Architects Exhibit f~ 9 of 18 EXHIBIT A SCOPE ~~F WORK The Construction Document shall inclucle, but not be limited to, the following: Cover sheet Code analysis sheet Site Plan (limited to accessible entry and adjacent parking areas) Demolition Plans Floor Plans Roof Plan Building Sections Building Elevations Enlarged Wall Sections Enlarged Plans at Restrooms anc~ Lockers Interior Elevations Reflected Ceiling Plan Stair and Elevator Drawings Door, window and finish schedulE~s Details Structural, Mechanical, Plumbing and Electrical Plans and Specifications Architectural Specifications CITY shall provide CONSULTANT wii:h CITY'S standard bidding documents, forms, General Conditions, and Special Conditions. CONSULTANT shall freeze the CD phase design process at 70% complete and prepare and submit to CITY, for revie~r~ and acceptance, a full set of drawings and specifications, upon which is based a Final Construction Cost Estimate. CONSULTANT shall coordinate and manage sub consultants throughout construction documents phase. Sports Center Renovation Field Paoli Architects Exhibit A 10 of 18 EXHIBIT A SCOPE (~F WORK CONSULTANT to coordinate with CITY'S telecommunications and IT staff as necessary. The CONSULTANT shall provide 100% Construction Documents package based on the approved SD/DD documents, CITY reviews, and updated budget for the Cost of the Work. The Construction Documents package shall set forth in detail the requirements for construction of the project. The Construction Documents package shall include Drawings and ~~pecifications that establish in detail the quality levels of materials and systems required for the Project. CONSULTANT shall include detailed technical specifications from all disciplines. CONSULTANT shall provide final estim~~te of probable construction costs. CONSULTANT shall provide, if necessary and as directed by the CITY, bid alternates to ensure project stays within 5% ± of construction budget, less any construction contingency. BIDDING AND CONTRACT AWARD SIERVICES CONSULTANT shall assist CITY during bid solicitation process by preparing one reproducible bid package and an Electronic version of the Construction Documents for CITY. The reproducik~le set shall be marked 100% Bid Set, sealed with the appropriate current California professional licenses and signatures and include all previously agreed to CITY and agency review changes. CONSULTANT shall attend and assist: the pre-bid meeting conducted by the CITY and their Construction Management consultant. Sports Center Renovation Field Paoli Architects Exhibit P, 11 of 18 EXHIIBIT A SCOPE (~F WORK CONSULTANT shall respond to bidder:>' inquiries and keep a log of all inquiries and responses for dissemination by CITY to all bidders. CONSULTANT shall prepare addenda to the Bid Documents and submit those addenda to the CITY for their use. CONSULTANT shall prepare and deliver a reproducible Conformed Set of Construction Documents which includes all addenda generated during bidding. CONSTRUCTION ADMINISTRATION ~~ERVICES CONSULTANT shall coordinate wii:h CITY'S construction management consultant, Nova Partners, Inc., who will be responsible for the management of the construction. CONSULTANT shall provide administrative services as .required by the contract between the CITY and the Contractor as set forth below and pursuant to the General Condition; of the Contract to be awarded by CITY for construction of the project. CONSULTANT'S responsibility to provide the Construction Administration Services under this Agreement commences with the award of the initial Contract for Construction as advanced by the Notice to Proceed to the construction contractor and terminates at the issuance to the CITY of the final Certificate for Payment. However, the CONSULTANT shall be entitled to an Additional Service when Contract Administration Service: extend 60 days beyond the date of Substantial Completion of the Work. In all work noted in this section, the CONSULTANT shall coordinate and consult when necessary, with the CITY'S Construction Management consultant. CONSULTANT shall be a representativE~ of and shall advise and consult with the CITY during the provision of the Contract Administration Services. The CONSULTANT shall have authority to act on behalf of the CITY only to the Sports Center Renovation Field Paoli Architects Exhibit A 12 of 18 EXHIIBIT A SCOPE OF WORK extent provided in this Agreement or any properly executed amendment to this Agreement. CONSULTANT services are for the sole benefit of CITY. Duties, responsibilities and limitations oi` authority of the CONSULTANT shall not be restricted, modified or extended without written agreement of the CITY and CONSULTANT. CONSULTANT shall review properly prepared, timely requests by the Contractor's requests (RFI) for additional information about the Contract Documents. A properly prepared request for additional information about the Contract Documents shall be in a form prepared or approved by the CONSULTANT and shall include a det;~iled written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. If deemed appropriate by the CONSULTANT and upon CITY'S approval, the CONSULTANT shall on the CITY'S behalf, prepare, reproduce and distribute supplemental specific Drawings or Specifications in response to requests for information by l:he Contractor. CONSULTANT shall interpret matters concerning performance of the Contractor under, and requirements of, the Contract Documents on written request of either the CITY or Contractor. The CONSULTANT'S response to such requests shall be made to CITY in writing within the time limits agreed upon or otherwise with reasonable promptness. Upon CITY'S ~~pproval, CONSULTANT shall deliver the response to the Contractor. Interpretations and decisions of the CONSULTANT shall be consistent with the intent of and reasonably inferable from the Contract Documents. However, the CITY shall make the final determination regarding all such matters. CONSULTANT shall visit the construction site at bi-weekly intervals and coordinate visits with the CITY'S Con:~truction Management consultant, or as Sports Center Renovation Field Paoli Architects Exhibit A 13 of 18 EXHIIBIT A SCOPE (~F WORK otherwise agreed by the CITY, and 1:he CONSULTANT in order to become generally familiar with and to keep they CITY informed about the progress and quality of the portion of the Work corpleted, to notify the CITY of observed defects and deficiencies in the Work, and to determine in general if the visually observable Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. The CONSULTANT shall report to the t~ITY known deviations from the Contract Documents and deviations from the mo:~t recent construction schedule submitted by the Contractor. The CONSULTANT shall at all times h;~ve access to the Work wherever it is in preparation or progress. The CONSULTANT shall advise the CITY if the CONSULTANT identifies work that does not conform to the Contract Documents. The CONSULTANT shall review and sipprove or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data Mock- ups and Samples, for the purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The CONSULTANT'S action shall be taken within 10 working days, with an additional 5 working days should sub consultant review be required. CONSULTANT'S review and action on such submitt;~ls shall not relieve or diminish the Contractor's primary responsibility. The CONSULTANT shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. Sports Center Renovation Field Paoli Architects Exhibit A 14 of 18 EXHIBIT A SCOPE ~~F WORK If in the event that professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the CONSULTANT shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to thre CONSULTANT. The CONSULTANT shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. CHANGE ORDERS The CONSULTANT shall assist the CITY'S construction management consultant in the preparation of Change Orders f~~r the CITY'S approval and execution in accordance with the Contract Documents. If necessary, the CONSULTANT shall prepare, submit to CITY for approval, reproduce and distribute Drawings and Specifications to describe Work to be added, deleted or modified. The CONSULTANT shall review properly prepared, timely requests by the CITY or Contractor, changes in the Work, including adjustments to the Contract Sum or Contract Time. A properly prepared request for a change in the Work shall be accompanied by sufficient supportincl data and information to permit the CONSULTANT to make a reasonable recommendation to CITY without extensive investigation or preparation of additional drawings or specifications. If the CONSULTANT determines that rE~quested changes in the Work are not materially different from the requirements of the Contract Documents, the CONSULTANT may recommend to tree CITY that the requested change be denied. Sports Center Renovation Field Paoli Architects Exhibit P~ 15 of 18 EXHIIBIT A SCOPE CAF WORK If the CONSULTANT determines that implementation of the requested changes would result in a material change to thE~ Contract that may cause an adjustment in the Contract Time or Contract Sum, the CONSULTANT shall make a recommendation to the CITY, who may authorize further investigation of such change. Upon such authorization, and based upon information furnished by the Contractor, if any, the CONSULTANT shall estimate any additional costs attributable to a Change in Services of the CONSULTANT. With the CITY'S approval, the CONSULTANT shall incorporate those changes into a Change Order or other appropriate documentation for the CITY'S execution or negotiation with the Contractor. The CONSULTANT shall maintain all records relative to changes in the Work. Upon completion, CONSULTANT shall provide copies of the updated electronic documents to the Contractor, who will use their record documents to incorporate all modifications into As-Built Document:. SCHEDULE OF SERVICES: Design and Contract Administration Services beyond the following limits shall be provided by the CONSULTANT as Additional Services: Up to three (3) reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor. The following Design and Contract Administration Services, requested by CITY, shall be provided by the CONSULTANT as an Additional Service: Review of a Contractor's submittal out of sequence from the submittal schedule agreed to by the CONSULTANT; Sports Center Renovation Field Paoli Architects Exhibit A 16 of 18 EXHIBIT A SCOPE ~~F WORK Responses to the Contractor's requests, for information where such information is available to the Contractor from CITY-pirovided information; Providing consultation concerning replacement of Work resulting from fire or other cause during construction; Evaluation of an extensive number of modifications submitted by the CITY; Evaluation of substitutions proposed by the CITY and making subsequent revisions; Preparation of design and documentation for alternate bid or proposal requests as directed by the CITY; or Contract Administration Services provicled 60 days after the date of Substantial Completion of the Work. PROJECT COMPLETION SERVICES The CONSULTANT shall conduct observations to determine the date or dates of Substantial Completion and the date of Final Completion, shall receive from the Contractor and forward to the CITY for the CITY'S review and records, written warranties, operations and maintenance manuals, as-built documents, and related documents required by the Contract Documents and assembled by the Contractor, and shall recommend the issuance of a Final Certificate for Payment based upon a final observation indicating the Work complies with the requirements of the Contract Document:. The CONSULTANT'S observation for Final Completion shall be conducted with the CITY'S Designated Representative to check conformance of the Work with the requirements of the Contract Documents package and to verify the accuracy Sports Center Renovation Field Paoli Architects Exhibit P, 17 of 18 EXHIIBIT A SCOPE (~F WORK and completeness of the list submitted by the Contractor of Work to be completed or corrected. FACILITY OPERATION SERVICES: The CONSULTANT shall request that the Contractor and their designated sub contractors shall meet with the CITY or the CITY'S Designated Representative promptly after Substantial Completion to review the facility operation services, such as HVAC, electrical and any other building systems. The CONSULTANT and their appropriate sub consultants shall attend the meeting. RECORD DOCUMENTS AND PROJECT CLOSE-OUT SERVICES CONSULTANT shall review contractor-supplied operation and maintenance manuals. CONSULTANT shall review contractor ~niarranties. CONSULTANT shall review final pay request from Contractor. CONSULTANT shall prepare specifications to require that the Contractor prepare record documents throughout the Project construction, and prepare as-built drawings and specifications based on record field construction documents package. Sports Center Renovation Field Paoli Architects Exhibit A 18 of 18 EXHIBIT B SCHEDULE OF PERFORMANCE The proposed completion dates for the three design phases are listed below. Existing Conditions Documeni~s SD/DD Documents Construction Documents Sports Center Renovation Field Paoli Architects August 1, 2002 August 16, 2002 November 1, 2002 Exhibit B 1 of 1 EXHIBIT C COMPE]ySATION CITY agrees to compensate CONSULTAN-f for professional services performed in accordance with the terms and conditions of this Agreement. The maximum amount of compensation to be paid to CONSULTANT under this Agreement, including both payment for professional services of TWO f-IUNDRED SIXTY SEVEN THOUSAND ONE HUNDRED TWENTY-FIVE and 00/100 Dollars ($267,125) and reimbursable expenses allowance of THIRTY THOUSAND and 00/100 Dollars ($30,000), shall not exceed TWO HUNDRED NINETY-SEVEN THOUSAND ONE HUNDRED TWENTY- FIVE and 00/100 Dollars ($297,125). Any riours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. CONSULTANT agrees to perform all the services, described in Exhibit A, Scope of Services, and Reimbursable Expenses, for 'the total sum shown below. The following sets forth the CITY's desired distribution of ~~ONSULTANT'S budget amount for each described service. Existing Conditions Documents $38,500 SD / DD / CD Documents $157,100 Bid and Award Services $7,625 Construction Administration and Project Closeout $56,550 Signage & Graphics Design $7,350 Reimbursable Expenses $30,000 CONSULTANT shall not exceed any specified budget amount for any phase or category without prior authorization from the CITY. Sports Center Renovation Field Paoli Architects Exhibit C 1 of 3 EXHIIBIT C COMPENSATION The CITY Public Works Director may approve, in writing, the transfer of budget amounts between any of the phases of Professional Services or between the categories of Professional Services and Reimbursable Expenses. The CONSULTANT shall invoice monthly based on percent completion per task against the sum total as shown above. The CONSULTANT is directly responsible for any reimbursements for SUB CONSULTANT work on this Project. Reimbursable Expenses for SUB CONSULTANT Work on this Project shall be billed to CITY as Basic Services and shall not be subject to the 10% marku~~ for Reimbursable Expenses. ADDITIONAL SERVICES Additional Services are for scope of work items that are unforeseen under this Agreement. CONSULTANT will be compensated for Additional Services, only by prior written authorization, by Additional Service Directive, by the Director of Public Works, or his authorized representative, on a "Time and Materials" or "Lump Sum" basis. For work performed as "Time and Materials", CO~JSULTANT shall submit invoices with time allocations and back-up information, for (;ONSULTANT and Sub-consultants, to the CITY for approval. Where the work is to be performed as a "Lump Sum", CITY agrees to compensate CONSULTANT monthly based upon a percentage of professional services completed. Sports Center Renovation Field Paoli Architects Exhibit C 2 of 3 EXHIIBIT C COMPENSATION Where the work is to be performed on a "Time and Materials" basis, CITY agrees to compensate CONSULTANT monthly bared upon the hourly rates in EXHIBIT D, BILLING RATES AND CHARGES. CONSULTANT shall be responsible for directing the work of sub-consultants and for any compensation due to sub-consultants. CITY assumes no responsibility whatsoever concerning such compensation. REIMBURSABLE EXPENSES CONSULTANT shall be authorized reimbursement for the below listed expenses directly related to the performance of E3asic Professional Services and Additional Services. • Reproduction of Drawings an~~ Specifications • Travel, Parking, Meals and Lodging (by written authorization) • Presentation materials • Other unique and project relai:ed materials, supplies or equipment (by advance written authorization) • Models and Renderings • Delivery services CONSULTANT shall be entitled to a 10%~ markup of direct Reimbursable expenses. CONSULTANT shall provide clearly legible, dated backup documentation, annotated with purpose and service phase of all Reimbursable expenses. Sports Center Renovation Field Paoli Architects Exhibit C 3 of 3 EXHIBIT D Consultant and Sub C:onsultant Billing Rates Principal Proi Mgr/Engr Field Paoli Architects $175 $125 Dasse Design $150 $110 Mech Design Studio $145 $115 O'Mahony & Myer $140 $105 Sports Center Renovation Field Paoli Architects Intermediate Junior $95 $75 $75 $70 $100 $75 $95 $67 Exhibit D 1 of 1 EXHIBIT E PROJECT BUDGET Construction Bid Target Construction Contingency ;13%) Furniture Fixtures & Equipment (FF&E) Construction Budget Tonal Sports Center Renovation Field Paoli Architects 1,570,797 204,204 150,000 1,925,000 Exhibit E 1 of 1 EXHIBIT F FUNCTIONAL ~~REA PROGRAM (a working document for information only] Basic Elements of the Remodeled Sports Center Upstairs • Fitness Room (2,500-2,800 sq. ft.) • Child Watch with dedicated Bathroom(s) (600-800 sq. ft.) • Lobby/Control Point including Front Desk Area • P & R Administrative Offices (2) • Pro Shop/Lifetime Tennis Admin. Ofi~ice • Storage Closet • Meeting Room • Congregation/Waiting area for Tennis and Card Players • Observation Deck/Balcony Area • Men's & Women's Restrooms meeting Disabled Access Requirements • Ice Machine Downstairs • Locker Rooms with Showers and Saunas meeting Disabled Access Requirements • Teen Center • Teen Center Admin Office with 2 workstations • Food warming /Storage Area • Multipurpose Room (2400 sq. ft.) • Racquetball Courts (2) (1,600 sq. ft.) • Lifetime Tennis Offices (2) • Exterior Storage Area Sports Center Renovation Field Paoli Architects Exhibit F 1 of 5 EXHIBIT F FUNCTIONAL ~~REA PROGRAM (a working document for information only) Details for Basic Elements (Upstairs) Fitness Room • Segregated from front desk area by see-through panels. • Cardio Equipment • Yoga/StretchlTai-Chi Multi purpo;~e room. • Strength-training equipment. • Free weight area • Personal Trainer/Attendant desk • Drinking fountain • Ice machine • Take advantage of the viewing areas Child Watch • Dedicated restroom(s) • Controlled access • Phone line Lobby/Control Point /Front Desk Area • Unobstructed view of fitness area. • Space for POS products. • Near storage for soda/chips/snacks • Controls single point of entry to building. P & R Administrative Offices • One dedicated office for Recreati~~n-Coordinator • One combination office for Coordinator and Sales/Meeting Office • Close proximity to front desk Pro Shop/Lifetime Tennis Admin. Office • Very close in proximity to front desk. • Adequate space for merchandise and clerk Storage Closet Sports Center Renovation Field Paoli Architects Exhibit F 2 of 5 EXHIBIT F FUNCTIONAL ~-REA PROGRAM (a working document for information only) • Close proximity to front desk Meeting Room • Should accommodate up to 20 pE~ople CongregationlVNaiting Area • Provide waiting area for tennis and fitness participants • Provide space for card players (2 or 3 small round tables) • Should be near front entrance arE~a Observation Deck/Balcony Area • Wrap around building to provide viewing • Balcony should be covered or offer shade Men's and Women's Restroom • Easy access from front desk and fitness room • Disabled Accessible Sports Center Renovation Field Paoli Architects Exhibit F 3 of 5 EXHIBIT F FUNCTIONAL ~~REA PROGRAM (a working document for information only) Details for Basic Elements (Downstairs) Locker rooms • Showers • Lockers • Restrooms • Dry Saunas • Condense Locker room space Teen Center • P & R staff office with 2 workstations • Easy access to Kitchen area • Easy access to storage area • No direct access to locker rooms • No direct access to tennis courts Food Warming /Storage Area • Close proximity to Teen Center • Close proximity to Tennis Offices • Space for food warming, refriger~itor, microwave & some storage • Ice machine Multipurpose Room • Open space for basketball, aerobics, table tennis etc.... Racquetball Courts • Maintain 2 courts. • Possibly add basketball hoops Lifetime Tennis Offices • 2 offices near storage and kitchen • Phone lines Sports Center Renovation Field Paoli Architects Exhibit F 4 of 5 EXHIBIT F FUNCTIONAL ~~REA PROGRAM (a working document for information only) Storage Area Located under the balcony area House tennis teaching equipment House court washing equipment Sports Center Renovation Field Paoli Architects Exhibit F 5 of 5