11-038 Professional Services Agreement, American Consulting Engineers Electrical Inc., Emergency Generator ProjectCITY OF
P.O. # /6
IF AGREEMENT BETWEEN CITY OF CUPERTINO AND
AMERICAN CONSULTING ENGINEERS ELECTRICAL, INC.
FOR PROFESSIONAL SERVICES FOR
cuPE cT n
3 HE EMERGENCY GENERATOR PROJECT
THIS AGREEMENT is made and entered into this I I day of MAACA 2011 by
and between the City of Cupertino, a municipal corporation, hereinafter referred to as CITY
and American Consulting Engineers Electrical, Inc., hereinafter referred to as
CONSULTANT.
RECITALS ENTER
WHEREAS, CITY desires to obtain American Consulting Engineers Electrical, Inc.,
consultant services for Emergency Generator Project, (hereinafter referred to as Project);
and,
WHEREAS, CITY requires certain professional services in connection with Project
hereinafter referred to as Services); and,
WHEREAS, CONSULTANT has the necessary professional expertise, qualifications and skill
to perform the Services required and is prepared to provide such Services; and,
NOW, THEREFORE, the purpose of this Agreement is to retain American Consulting
Engineers Electrical, Inc., as CONSULTANT to CITY to perform those Services specified in
Exhibit A of this Agreement, and the parties hereby agree as follows:
Section 1. Scope of Services
CONSULTANT shall perform those Services specified in Exhibit A, titled "Scope of
Services ", which is attached hereto and incorporated herein.
Section 2. Term of Agreement
The term of this Agreement shall commence on,March 14 2011 and continue through
Dec r 31, 2011. In the event that the Services called for un er this Agreement are not
completed wit m the time specified, the CITY may extend the time for completion.
Section 3. Schedule of Performance
The Services of CONSULTANT are to be completed according to the schedule set out in
Exhibit C, titled "Schedule of Performance ", which is attached hereto and incorporated herein.
CONSULTANT is not responsible for delays beyond CONSULTANT's reasonable control.
Section 4. Compensation
The compensation to be paid to CONSULTANT for professional Services and reimbursable
expenses shall be based on Time and Material not to exceed Five Thousand Dollars ($
5,000.00) for Basic Services and Reimbursab e Expenses. The rate of payment is set out in
Exhibit B, titled "Compensation ", which is attached hereto and incorporated herein.
Section 5. Method of Payment
CONSULTANT shall furnish to CITY a detailed statement of the work performed for
compensation during the term of this Agreement. CONSULTANT may submit monthly
invoices for interim progress payments during the course of each phase, clearly stating as a
minimum the total Contract amount, amount paid to date, percent complete, and amount due.
Section 6. Independent Contractor
It is understood and agreed that CONSULTANT, in the performance of the Services, 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.
Section 8. Project Coordination
A. CITY: Director of Public Works shall 13 representative of CITY for all purposes under
this Agreement. The City Architect, is hereby designated as the Director of Public
Works' designee and Project Manager, and shall supervise the progress and execution
of this Agreement.
B.CONSULTANT: CONSULTANT shall assign a single CONSULTANT Project
Manager to have overall responsibility for the progress and execution of this
Agreement for CONSULTANT. Should circumstances or conditions subsequent to the
execution of the Agreement require a substitute CONSULTANT Project Manger for
any reason, the CONSULTANT Project Manager designee shall be subject to the prior
written acceptance and approval of the City Project Manager. The designated
CONSULTANT Project Manager shall be Sammy Fernandez, P.E.
Section 9. Assignability / Subconsultants / 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
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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 subconsultant of CONSULTANT will
be recognized by CITY as such; rather, all subconsultants are deemed to be contractors of
CONSULTANT, 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 subconsultants, if any, and shall keep the work under its control. If
any employee or subconsultant of CONSULTANT fails or refuses to carry out the provisions of
this Agreement or appears to be incompetent or to act in a disorderly or improper manner, such
employee or subconsultant shall be discharged immediately from the work under this
Agreement on demand of CITY.
Section 10. Indemnification.
A. Claims for Professional Liability. Where the law establishes a standard of care for
CONSULTANT's professional services, and to the extent the CONSULTANT
breaches or fails to meet such established standard of care, or is alleged to have
breached or failed to meet such standard of care, CONSULTANT shall, to the fullest
extent allowed by law, with respect to all services performed in connection with the
Agreement, indemnify, defend, and hold harmless CITY and its officers, officials,
agents, employees and volunteers from and against any and all liability, claims,
actions, causes of action or demands whatsoever against any of them, including any
injury to or death of any person or damage to property or other liability of any
nature, that arise out of, pertain to, or relate to the negligence, recklessness, or
willful misconduct of CONSULTANT or CONSULTANT's employees, officers,
officials, agents or independent contractors. Such costs and expenses shall include
reasonable attorneys' fees of counsel of CITY's choice, expert fees and all other
costs and fees of litigation. CONSULTANT shall not be obligated under this
Agreement to indemnify CITY to the extent that the damage is caused by the sole or
active negligence or willful misconduct of CITY, its agents or employees.
B. Claims for Other Liability. CONSULTANT shall, to the fullest extent allowed by
law, with respect to all services performed in connection with the Agreement,
indemnify, defend, and hold harmless CITY and its officers, officials, agents,
employees and volunteers against any and all liability, claims, actions, causes of
action or demands whatsoever from and against any of them, including any injury to
or death of any person or damage to property or other liability of any nature, that
arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of CONSULTANT or CONSULTANT's employees, officers, officials,
agents or independent contractors. Such costs and expenses shall include reasonable
attorneys' fees of counsel of CITY's choice, expert fees and all other costs and fees
of litigation. CONSULTANT shall not be obligated under this Agreement to
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indemnify CITY to the extent that the damage is caused by the sole or active
negligence or willful misconduct of CITY, its agents or employees.
C. Claims involving intellectual property. In addition to the obligations set forth in (A)
and (B) above, CONSULTANT shall indemnify, defend, and hold CITY, its elected
and appointed officers, employees, and volunteers, harmless from and against any
Claim in which a violation of intellectual property rights, including but not limited
to copyright or patent rights, is alleged that arises out of, pertains to, or relates to
CONULSTANT's negligence, recklessness or willful misconduct under this
Agreement. Such costs and expenses shall include reasonable attorneys' fees of
counsel of CITY's choice, expert fees and all other costs and fees of litigation.
Section 11. Insurance Requirements.
CONSULTANT shall furnish to CITY, within 15 days following the execution of this
Agreement, the required certificates and endorsements to provide CITY satisfactory proof that
CONSULTANT has taken out for the entire period required by this Agreement, as further
described below, the following insurance and endorsements, in a form satisfactory to CITY
and with an insurance carrier satisfactory to CITY, authorized to do business in California and
rated by A. M. Best & Company "A" or better, financial category size FSC Class VII or better
or that is otherwise acceptable to CITY, which will protect those described below from claims
described below which arise or are alleged to have arisen out of or result from the acts or
omissions of CONSULTANT for which CONSULTANT may be legally liable, whether
performed by CONSULTANT, or by those employed directly or indirectly by it, or by anyone
for whose acts CONSULTANT may be liable:
A. Workers' Compensation and Employer's Liability Insurance:
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) per accident for injury, death or disease to any employee. The
policy shall contain an endorsement waiving all rights of subrogation against CITY, its
officers, officials, employees or volunteers. In the event CONSULTANT is self -
insured, it shall furnish Certificate of Permission to Self- Insure signed by Department of
Industrial Relations Administration of Self- Insurance, State of California.
B. Professional Liability, General Liability and Automobile Liability Coverage:
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 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
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limit. Claims made policies are not acceptable.) CONSULTANT shall also
provide aggregate limits endorsement and primary insurance endorsement.
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. This coverage shall be maintained for a period
of 5 years after completion of the Agreement.
C. Additional Insurance Provisions
1. CITY shall have the right to inspect or obtain a copy of the original policies of
insurance.
2. On CONSULTANT's Commercial General Liability policy and Automobile
Liability Policy, CITY of Cupertino and their affiliates, directors, officers, officials,
partners, representatives, employees, consultants, subconsultants and agents, shall
be named as additional insured, but only with respect to liability arising out of work
or operations performed by or on behalf of CONSULTANT including materials,
parts or equipment furnished in connection with such work or operations. General
liability coverage can be provided in the form of an endorsement to
CONSULTANT's insurance (at least as broad as ISO Form CG 20 37 07 04 or CG
20 10 11 85), as a separate Owner's and CONSULTANT's Protective Liability
Policy, or on the Entity's own form.
3. The general, auto, and professional liability policies shall be endorsed to provide
primary insurance coverage for all claims related to the Services provided under this
contract.
4. The certificate of insurance shall state the policy will not be cancelled without thirty
30) days prior written notice to CITY.
5. All policies, endorsements, certificates, and /or binders shall be subject to approval
by CITY as to form and content. These requirements are subject to amendment or
waiver if so approved in writing by CITY.
6. If CONSULTANT fails to maintain any required insurance, CITY may take out
such insurance, and deduct and retain amount of premium from any sums due
CONSULTANT under this Agreement.
7. Professional liability insurance coverage is required if CONSULTANT is providing
a service regulated by the State of California or if required by CITY.
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.
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Section 13. Termination
A. CITY or CONSULTANT shall have the right to terminate this Agreement without
cause, by giving not less than thirty (30) days prior 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 prior written notice if CONSULTANT fails to take
steps to correct such failure within the notice period.
C. The Director of Public Works is authorized to terminate this Agreement on behalf of
CITY.
D. In the event of termination, CONSULTANT shall deliver to CITY, copies ofall reports,
documents, and other work performed by CONSULTANT under this Agreement, and
upon receipt thereof, CITY shall pay CONSULTANT for Services performed and
reimbursable expenses incurred to the date of termination.
Section 14. 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 federal, state, and local laws, rules, regulations, orders, codes, criteria and standards.
CONSULTANT shall procure the permits, certificates, and licenses necessary to allow
CONSULTANT to perform the Services described in Exhibit A. CONSULTANT is required
to pay prevailing wage where applicable.
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 by CITY, or as required by law.
Section 17. Ownership of Materials.
Any interest (including copyright interests) of CONSULTANT or its subconsultants, in
studies, reports, memoranda, computational sheets, plans, plans or any other documents
including electronic media) prepared by CONSULTANT or its subconsultants at any time in
connection with the Services, shall be immediately upon its creation, the property of CITY.
To the extent permitted by Title 17 of the United States Code, work product produced under
this Agreement shall be deemed works for hire and all copyrights in such works shall be the
property of CITY. In the event that it is ever determined that any work and any former works
created by CONSULTANT or its subconsultants under this Agreement are not works for hire
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under U.S. law, CONSULTANT hereby assigns to CITY all copyrights to such works when
and as created. With CITY's prior written approval, CONSULTANT may retain and use
copies of such works for reference and as documentation of experience and capabilities.
Electronic and hard copies of CONSULTANT's work product shall constitute the Project
deliverables. Plans to be in CAD and PDF formats, and other documents to be in Microsoft
Word and PDF formats. CITY holds CONSULTANT harmless for any reuse of or
modification to the documents.
Section 18. No Waiver.
The granting of any payments, and any inspections, reviews, approvals or oral statements by
any CITY representative, or certification by any governmental entity, shall in no way limit
CONSULTANT's obligations under this Agreement. Either party's waiver of any breach, or
the omission or failure of either party, at any time, to enforce any right reserved to it, or to
require strict performance of any provision of this Agreement, shall not be a waiver of any
other right to which any party is entitled, and shall not in any way affect, limit, modify or waive
the party's right thereafter to enforce or compel strict compliance with every provision hereof.
This Agreement may not be modified, nor may compliance with any of its terms be waived,
except by written instrument executed and approved by fully authorized representatives of
CITY and CONSULTANT.
Section 19. CONSULTANT's Books and Records
A. CONSULTANT shall maintain any and all ledgers, books of accounts, invoices,
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 documents and records which demonstrate
performance under this Agreement for a minimum period of three (3) years, or for any
longer period required by law, from the date of termination or completion of this
Agreement.
C. Any records or documents required to be maintained pursuant to this Agreement shall
be made available for inspection or audit, at any time during regular business hours,
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.
B. 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 request by any of the above -named officers, require that custody of the records
be given to CITY and that the records and documents be maintained in City Hall. Access to
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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 subconsultant 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 designated employee, which prohibition is found in CITY
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 ofthis Agreement.
Section 22. Notices
All notices and other communications required 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 Greene, AID,
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
408 - 777 -3354
terryg@cupertino. org
To CONSULTANT:Sammy Fernandez, P.E.
American Consulting Engineers Electrical, Inc.
100 Saratoga Avenue, Suite 200
Santa Clara, CA 95051
sfernand@amceinc.com
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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.
Section 24. Agreement Binding/Prior Agreements and Amendments
The terms, covenants, and conditions of this Agreement shall apply to, and shall bind, the
heirs, successors, executors, administrators, assigns, and subconsultants 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 en force the terms ofthis 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, CONSULTANT may be directed to transmit information to CITY, or
CITY's other Consultants, or CITY's Contractor via electronic transmission. CITY, or CITY's
other Consultants, or CITY's Contractor shall not be entitled to and CITY hereby agrees not to
alter or modify any such information without the express consent of CONSULTANT.
Similarly, CITY, or CITY's other Consultants, or CITY's Contractor shall not use any
information for any purpose not expressly covered by this Agreement. CONSULTANT shall
not be responsible for any destruction or corruption of such information during or after
transmission to CITY, or CITY's other Consultants, or CITY's Contractor and shall be entitled
to appropriate additional compensation in the event re- transmission or re- creation is required.
Notwithstanding the foregoing, CITY's Contractor may use electronically transmitted
information to prepare submittals, as -built drawings and record drawings. CONSULTANT
shall not be responsible for any changes made by the Contractor or for the Contractor's work
product.
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Section 27. Dispute Resolution
Any dispute related to the Services hereunder shall be resolved by the parties pursuant to
applicable law.
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P.O. # doz9
WITNESS THE EXECUTION HEREOF on the day and year first herein above written.
O D • S TO FORM:CITY OF CUPERTINO
aj)a municipal corporation
City Attorney, Carol Korade
date 1 / 4 / 13Y/
Director of Public Works, Timm Borden
NOTARY PUBLIC CERTIFICATION
A L4,Iw 4/001//
City Clerk, Ki • .erly Smith
10300 Torre Avenue
Cupertino, CA 95014
408 - 777 -3223
CONSULTANT
State of California
County of American Consulting Engineers
On d m y befor:Electrical, Inc.
me,
By:
Notary Public, personally appear
known to me (or proved to on the
basis of satisfactory evide to be the Date: Lk/ S 2011
person (s) whose name ( is / are
subscribed to the withi nstrument and Name: S
acknowledged to me • at he / she / they
executed the same • his / her / their Title:
capacity (ies), an. hat by his / her / their
signature (s) o e instrument the person Tax I.D. No.: 4- ( - Q (fq 5-8 ZQ
s) or the enti upon behalf of which the I
person (s) . ' ed, executed the instrument.100 Saratoga Avenue, Suite 200
Santa Clara, CA 95051
408 - 236 -2312
WI SS my hand and official seal.
Contract Amount: $ 5,000.00
Signature of Notary Public Account No.: 420 - 9254 -9300
44/),ViBasicAgreement
Design Professional 11
CALIFORNIA
ALL PURPOSE CERTIFICATE OF ACKNOWLEDGEMENT
State of California
County of Santa Clara SS.
On April 5, 2011 before me,l Rurkhart, Notary Public
insert name and the cf the officer)
personally appeared Sammy Soriano Fernandez
who proved to me on the basis of satisfactory evidence to be the person(s) whose namc(s) is/afe
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his /her /their authorized capacity(ics ), and that by hie/her/their signature($ on the instrument the
person($, or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the aws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
J. BURKHART
COMM. # 188423N ` 'S i' '''" NO PUBLIC • CAUFOR
2
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Cu CouNrr
Mr Comm . ExR. MAR. 27, 2014
seal)
signature of notary public)
PROFESSIONAL NOTARY ASSOCIATION OF AMERICA v2009.2 www.californianotaryseminars.com
EXHIBIT A
r SCOPE OF SERVICES
American Consulting Engineers Electrical, Inc.
100 Saratoga Avenue Suite 200 Santa Clara, CA 95051 408/236 -2312 Fax: 408/236 -2316 www.amceinc.com
March 10, 2011
City of Cupertino
10300 Torre Avenue
Cupertino, CA. 95014 -3255
Attn: Terry Greene, City Architect
Subject: City ofCupertino Generator Design/Selection
Dear Mr. Greene,
Thank you for considering American Consulting Engineers Electrical, Inc. (ACEE) for this project. I
am pleased to present this proposal to provide our electrical engineering services for subject project.
The proposed project consists of providing design assistance and selection of a (N) Generator for
Cupertino City Hall.
Basic Discussion & Existing Condition:
Based on our meeting discussion on March 3, 2011, the City has recently repaired City Hall's existing
generator and is awaiting approval permits for operation. Whether approved or not, the City is looking
to provide a portable generator to adequately support the entire building of Cupertino City Hall and be
used to power Temporary Emergency Operations Censer (EOC) facilities and the Quilan Center.
Cupertino City Hall being the highest electrical load, The (N) generator will be parked at the City's
Public Works spaces for routine maintenance and scheduled testing. The City request assistance in
generator design/selection and will be purchased by the City for their use. Permit of (N) generatorwas
not discussed but will need to be investigated ifpermits are needed for City to Purchase. However, to
operate, will require a permit from the Air Board (BAAQMD). Our understanding of the electrical
scope ofwork is as follows:
A. Engineering Services:
1. Investigate the options ofa permament orportable Distribution Panel and determine which
option is cost effective to allow for Power adjustment for the generator to connect to (3) site
locations; namely Cupertino City Hall, Temporary EOC Facilities and the Quilin Center.
Prepare and provide sketch drawings in 11 x 17 for typical power distribution equipment to
illustrate options ofconnecting the portable generator. The Distribution panel needs to be
investigated if electrical equipment can be part ofgenerator or separate. A built -in distribution
panel is preferred. Ifthe generator does not have that option, ACEE will have to explore other
options. Provide a rough cost ofeach option.
EXHIBIT A
March 10, 2011 SCOPE OF SERVICES
City of Cupertino Generator Design/Selection
Page 2
2. Investigate portable generators of a specific size and availability to accomodate the City's
request. If available, prepare specifications fo:r the (N) portable generator. The generator shall
be design/specified with the basic requirements needed to serve as an "Emergency Generator"
for the Cupertino City Hall. The generator shall also be design such that the basic generator can
be purchase from an approved vendor qualified to provide pricing to government facilities.
Coordinate with Cupertino City Maintenance Supervisor for requirements.
3. Provide and investigate the requirements of permits to allow the Generator to operate at (3)
sites and Public works courtyard site for test/maintenance.
4. Provide and review building hook -ups (connectors) to allow the (N) generator to connect to the
3) proposed sites. NO design drawings to be created. Design drawings will require floor plans,
site plan, coordination and engineering whcih will be provided with a seperate fee. Additional,
ifthe Generator does not have a built -in Distribution panel, a permament Distribution panel
and/or Disconnect switch will have to be explored.
5. Provide and review building loads necessary to facilitate selection ofthe (N) Generator and
Distribution panels.
B. City Review Process:
1. Provide and submit progress set to City Architect for review and comments of 1 1x 17 Sketches
and specifications. Provide two meeting as required with City Architect. Make corrections and
submit to City Architect for final review.
2. City Submittal for Plan Check and permit NOT IN SCOPE.
C. Bid Process:
1. Provide and assist City architect with bid process for Cupertino City Maintenance Supervisor to
purchase Generator. City Architect is responsible for advertisement and bid boiler documents.
2. Provide addendums as needed.
3. Respond to pre -RFI questions.
D. Construction Support:
1. Provide and assist City with vendor submittals. Vendor will be responsible for warranty,
training and testing ofgenerator.
2. Commissioning of Generator will be vendor's responsibility.
Exclusions:
1. Design drawings of distribution panel /disconnect for each site.
2. City Permits for each proposed sites for design drawings of generator and connection.
3. Value Engineering.
4. Phasing ofprojects.
5. Professional estimating. ACEE can provide ball park estimates.
M:1StafFFolder\PROPOSALS\PUBLIC WORKS\City ofCupertinoCCity ofCupertino GeneratorSelection _Pioposal.doc
EXHIBIT A
March 10, 2011 SCOPE OF SERVICES
City of Cupertino Generator Design /Selection
Page 3
We propose to perform this work for the following fee:
Engineering Services:5,000 T &M NTE
Increases in the scope of subject work and/or revisions after our submission of substantially completed
documents or review of change orders not initiated by or as a result of this firm that results in
additional work by this firm will require negotiating fees.
The invoices shall be submitted monthly and are due and payable thirty (30) days from the date of
receipt.
The duration of this contract shall be assumed to be 4 months. Should the project exceed this time
frame, the consultant's compensation shall be equitably adjusted.
If the project is suspended or abandoned in whole or in part for more than twelve (12) months, the
consultant shall be compensated for all services perfbrmed prior to receipt of written notice from the
client of such suspension or abandonment, together with all reimbursable expenses then due and all
Termination expenses as specified in the termination notice.
If the project is resumed after being suspended for more than twelve months, the consultant's
compensation shall be equitably adjusted.
We trust this is in agreement with your understanding, ofsubject project and meets with your approval.
Please sign and return this letter to our office as soon as possible so we may proceed. This proposal is
valid for thirty (30) days.
Sine ly,Accepted by,
ammy Fernandez, P. .
Principal Terry Greene, City Architect
City of Cupertino
SF /ft Date:
M:1Staff- FoIder1PROPOSALS\PUBLICWORKS\City ofCupertino \City ofCupertino Generator Selection _Propo,atdoc
EXHIBIT B
1 COMPENSATION
American Consulting Engineers Electrical, Inc.
100 Saratoga Avenue Suite 200 Santa Clara. CA 95051 408/238 -2312 Fax: 408/236 -2316 www.amceinc.com
Current Rate Schedule (2010)
Principal 150
Project Manager 120
Project Engineer 100
Project Designer 90
CADD Drafter/Designer 85
Administration 80
Reimbursable normally associated with project (such as printing and
delivery) will be billed at cost, plus 15 %, in addition to our professional
fees.
EXHIBIT "C"
SCHEDULE OF PERFORMANCE
EMERGENCY GENERATOR PROJECT
This is an exhibit attached to, and made a part of this Professional Services Agreement with
THE CITY OF CUPERTINO ( "City ") and American Consulting Engineers Electrical, Inc.,
Consultant ") for the provision of professional services ( "Services ").
SCHEDULE Duration Complete
Investigate Distribution Panel Options 1 month April 15, 2011
Investigate Permitting Requirements 1 month May 15, 2011
Prepare Generator Specifications 1 month June 15, 2011
Procurement Process 2 months August 15, 2011
Schedule may vary due to change in scope or other changes
END OF EXH[IBIT "C"
City of Cupertino
Sugimura Finney Architects B -1 of 1
Basic Agreement
Blackberry Farm Infrastructure Upgrades
Form w ... 9
(Rev. November 1999)
Request for Taxpayer
Identification Number and Certification
Give form to the
requester. Do NOT
send to the IRS. Oe:parrnent of the T tea5ufy
lnte-mol Revenue Service
Enter your TIN in the appropriate box. For
individuals, this is your social security number
(SSN). However, if you are a resident.alien OR a
sole proprietor, see the instructions on page 2.
For other entities, it is your employer
identification number (EIN). If you do not have a
number, see How to get a TIN on page 2.
Note: If the account is in more than one name,
see the chart on page 2 for guidelines on whose
number to enter.
IQffijlll Certification
Under penalties of perjury, I certify that:
I Social security number
I I + I +
OR
List account number{s) here (optionaO
For Payees Exempt From Backup
Withholding (See the instructions
on page 2.)
1. The number shown on this form is my ·Correct taxpayer identification number (or I am waiting for a number to be issued to me}, and
2. I am not subject to backup withholding because; (a) I am exempt from backup withholding, or (b} I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has
notified me that f am no longer subject to backup withholding.
Certification instructions. You must cross out item 2 above if you have been notified by the JRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your tax return. For reaf estate transactions. item .2 does not apply.
For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement
arrangement (!RA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. (See the instructions on page 2.)
Sign
Here Signature,..
Purpose of form. A person who is
required to file an information return with
the IRS must get your correct taxpayer
identification number (nN) to report, for
example, income paid to you, real estate
transactions. mortgage interest you paid,
acquisition or .abandonment of secured
property, cancellation of debt, or
contributions you made to an IRA.
Use Form W-9. if you are a U.S. person
(including a resi.dent alien), to give your
correct TIN to the person requesting it (the
requester) and. when applicable, to:
1. Certify the TIN you are giving is
correct (or you are waiting for a number to
be issued).
2. Certify you are not subject to backup
withholding, or
3. Claim exemption From backup
withholding if you are an exempt payee.
If you are a foreign person. IRS prefers
you use a Form W"B (certificate of foreign
status). After December 31, 2000, foreign
persons must use an appropriate Form
W-8.
Note: If a requester gives you a form other
than Form W"9 to request your TIN, you
must use the requester's form if it is
substancially similar to this Form W-9,
ackup withhol ng? Persons
making certain paymen to you must
withhold and pay to the IRS 31% of such
payments under certain conditions. This is
called "backup withholding." Payments
that may be subject to backup withholding
include interest, dividends, broker and
barter exchange transactions, rents,
royalties, nonemployee pay, and certain
payments from flshihg boat operators. Real
estate transactions are not subject to
backup withholding.
If you give the requester your correct
TIN, make the proper certifications, and
report all your taxable interest and
dividends on your tax return, payments
you receive will not be subject to backup
withholding. Payments you receive will be
subject to backup wf!hholding if:
1. You do not furnish your TIN to the
requester, or
2. You do not cef1ify your TIN when
required (see the Part Ill instructions on
page 2 for details}, or
3. The IRS tells the requester that you
furnished an incorrect TIN, or
4. The IRS tells you that you are subject
to backup withholding because you did not
report all your interest and dividends on
your tax return (for reportable interest and
dividends only). or
Cat. No. 10231X
Date ..,
5. You do no cef1ify to the requester
that you are not subject to backup
withholding under 3 above (for reportable
interest and dividend accounts opened
after 1983 only).
Certain payees and payments are
exempt from .backup withholding. See the
Part II instructions and the separate
Instructions for the Requester of Form
W-9.
Penalties
Failure to furnish TIN. If you fail to Furnish
your correct TIN to a requester, you are
subject to a penalty ol $50 for each such
failure unless your failure is due to
reasonable cause and not to willful neglect.
Civil penalty for false information with
respect to withholding. If you make a
false statement with no reasonable basis
that results in no backup withholding, you
are subject to a $500 penalty.
Criminal penalty for falsifying
information. Willfully falsifying
certifications or affirmations may subject
you to criminal penalties including fines
and/or imprisonment.
Misuse of TINs. If the requester discloses
or uses TINS in violation of Federal law, the
requester may be subject to civil and
criminal penalties.
Form W-9 {Rev. 11-99)
OFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE • CUPERTINO, CA 95014 -3255
4 ' I9s !TELEPHONE: (408) 777 -3223 • FAX: (408) 777 -3366
CUPERTINO WEBSITE: www.cupertino.org
April 22, 2011
American Consulting Engineers Electrical, Inc.
100 Saratoga Avenue, Suite 200
Santa Clara, CA 95051
Re: Agreement
Enclosed for your files is a fully executed copy of the Agreement for Professional Services for the
Emergency Generator Project with the City of Cupertino. If you have any questions or need additional
information, please contact the Public Works Department at 777 -3354.
Sincerely,
Kirsten Squarcia
City Clerk's Office
Enclosure
cc: Public Works