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11-089 SSA Landscape Architects, Inc, Stevens Creek Corridor Park and Restoration Phase 2
/ OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE•CUPERTINO, CA 95014-3255 r9s TELEPHONE: (408) 777-3223• FAX: (408) 777-3366 � s WEBSITE:www.cupertino.org CUPERTINO August 9, 2012 SSA Landscape Architects, Inc 303 Potrero Street, Suite 40-C Santa Cruz, CA 95060 Re: Second Amendment to Professional Services Agreement, Stevens Creek Corridor Park and Restoration Phase 2 An original copy of your agreement with the City of Cupertino is enclosed. If you have any questions or need additional information, please contact the Public Works department at (408) 777-3354. Sincerely, Kirsten Squarcia Acting Deputy City Clerk City of Cupertino Enclosure cc: Public Works SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF CUPERTINO AND SSA LANDSCAPE ARCHITECTS, INC. FOR STEVENS CREEK CORRIDOR PARK AND RESTORATION PHASE 2 This Second Amendment to the Professional Services Agreement between the City of Cupertino and SSA Landscape Architects, Inc., for reference dated July 25, 2012 , is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and SSA LANDSCAPE ARCHITECTS, INC., a (California corporation) whose address is 303 Potrero Street, Suite 40-C, Santa Cruz, CA 95060, (hereinafter "CONSULTANT"), and is made with reference to the following: RECITALS: A. On August 24th, 2011, an agreement was entered into by and between City and SSA Landscape Architects, Inc. (hereinafter "Agreement"). B. City and SSA Landscape Architects, Inc. desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Section 1. Scope of Services of the Agreement is modified to read as follows: Consultant shall perform those Services specified in Exhibit A, A-1 attached to the Agreement and Amendment No. 1, and A-2, "Scope of Services", which is attached hereto and incorporated herein. 2. Section 4. Compensation of the Agreement is modified to read as follows: The compensation to be paid to CONSULTANT for professional Services and reimbursable expenses shall be based on Time and Material not to exceed Four Hundred Fifty Three Thousand Dollars and No Cents ($ 453,000.00) for Basic Services and Reimbursable Expenses. An Additional Services allowance of Fifty Eight Thousand Dollars and No Cents ($ 58,000.00) is also included for potential Services that would exceed the basic scope. Such Additional Services shall only be performed upon advance written authorization by CITY. Total Fees shall not exceed Five Hundred Eleven Thousand Dollars and No Cents ($ 511,000.00). The rate of payment is set out in Exhibit B, B-1 and B-2, titled "Compensation". Exhibit B-2 is attached hereto and incorporated herein. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. Page 1 of 2 Second Amendment SCCP and Restoration Phase 2 Agreement SSA Landscape Architects,Inc. IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. SSA LANDSCAPE ARCHITECTS, INC. CITY OF CUPERTINO A Municipal Corporation By 4W44g B ���� �� hector of u tic Works, Timm Borden Title Date T �//� {` RECOMMENDED FOR APPROVAL: By P.W. Project Manag , Carmen nugh AP'ROVE i • ` TO FORM: By City torney, Carol Korade ATTEST: By-_6Akt-C City Clerk, Grace Schmidt Amount of Agreement: $511,000.00 P.O. 00057440 Account No. 427-9134-9300 Page 2of2 Second Amendment SCCP and Restoration Phase 2 Agreement SSA Landscape Architects,Inc. EXHIBIT A-2 SCOPE OF SERVICES For Project Enhancements for Stevens Creek Corridor Park and Restoration Phase 2, Project 9134 July 2012 Introduction Working with staff of the City of Cupertino (hereinafter "CITY"), SSA Landscape Architects, Inc. (herein after "SSA") will work on additional scope items for the Phase 2 Stevens Creek Trail, to enhance the design. Phase Two Added Scope — Project Enhancements Design Development a. Provide additional coordination during design development. b. Provide additional design work related to 1:he expanded scope during the design development phase. As needed, provide data, details or other supporting information to CITY to support permitting and grant requirement activities. c. Entry signage: Based on the Phase 1 signage design, provide a sketch of a modified monument entry sign design to fit the Phase 2 portion of the trail, along with a proposed monument entry sign location on the site plan. Submit to CITY for review, refinement feedback, and decision on whether monument entry sign should be included in the bid package. d. Bulletin board kiosk:Based on the Phase 1 kiosk design, provide a sketch of a bulletin board kiosk design suitable for the Phase 2 portion of the trail, along with proposed location(s) on the site plan. Submit to CITY for review and refinement feedback. One or more bulletin boards are proposed for inclusion in the bic package. e. Trail signage:Review signage examples and details from Phase 1. f. Prepare conceptual trail signage design on site plan, showing general sign locations, content of signs, per-sign cost estimate, and proposed sign posts. Submit to CITY for review, refinement feedback. Signage posts are to be included in the bid package. Sign placards and graphics are to be provided by City. g. Prepare conceptual trail signage per-sign cost estimate. h. Tree &Planting enhancements:Prepare a design sketch for proposed upgraded tree sizes and locations. Submit to the CITY for review and comment. Recommend potential "wild farming" strategies and/or species for addressing trail interface and orchard, and which accommodate future legacy farm goals. i. Prepare a rough cost estimate for "per tree' size upgrade. Submit to the CITY for review and comment. j. Visit the site to analyze the condition of existing orchard trees to potentially be transplanted, and receive the CITY's notes or feedback regarding the same. k. Develop cost estimate for boxing and storage of orchard trees, and then replanting the trees. Exhibit A-2 Stevens Creek Corridor Park&Restoration Phase 2 Page 2 of 4 1. Prepare a memo to evaluate and make a recommendation regarding transplanting of orchard trees with "pros and cons" of each. m. Develop a conceptual sketch for where transplanted or new orchard trees would be located. Submit to the CITY for review and comment. n. Visit the site to determine the extent (quantity) of possible willow trees to be salvaged which would otherwise be removed by the creek restoration work. o. Provide a memo to evaluate and make a recommendation regarding salvaging of willow trees, along with the necessary steps needed to be taken by the CITY. p. Prepare cost estimate for willow tree salvage, storage, and replanting. q. Stocklmeir front yard enhancements: Prepare design concept that quantifies and details the broken pillars to be replaced, the broken stone work to be repaired, and improves the wall at east side of driveway entrance (guardrai; /possible stone veneer or other enhancement). Prepare a concept to address the empty ponds on a interim basis, such a filling them with mulch. Submit to CITY for review and comment. r. Prepare a cost estimate related to front yard enhancements. Submit to CITY for review and comment. s. Bridge enhancements:Prepare conceptual detail(s) for stone entry plinths, and possible handrail/deck/other upgrades. This will include materials and color palette recommendations. Submit to the CITY for review and comment. t. Prepare an itemized cost estimate related to bridge enhancements. Submit to CITY for review and comment. u. Trail enhancements:Prepare a conceptual detail and plan, for seat walls,landscape boulders, and stone paving upgrades. This will include materials and color palette recommendations. Submit to the CITY for review and comment. v. Prepare an itemized cost estimate related to the trail enhancements. Submit to CITY for review and comment. w. Upgraded golf protection fence:Prepare at least 2 conceptual sketches of ideas to upgrade the protection fence. Submit to CITY for review and selection of 1 preferred concept. x. Prepare an itemized cost estimate for the preferred upgraded golf protection fence. Submit to CITY for review and comment. y. Wildlife viewing structure:Prepare conceptual idea(s) for the wildlife viewing structure. Submit to CITY for review and comment. z. Prepare an itemized cost estimate related to the wildlife viewing structure. Submit to CITY for review and comment. aa. ADA Reconfigurations at Blue Pheasant parking lot:Prepare conceptual cost estimate for an accessible path from sidewalk to Blue Pheasant, which will likely include parking lot reconfiguration. Submit to CITY for review and comment. bb. Golf Course Repair Sod:Prepare cost estimate for use of sod to repair areas of golf course affected by construction. Submit to CITY for review and comment. cc. Stocklmeier sewer work:Coordinate with PWD and Civil Engineer on a sewer system stub under new driveway. Provide concept for extending existing stub to a location that can be accessed without disturbing new proposed paving. Exhibit A-2 Stevens Creek Corridor Park&Restoration Phase 2 Page 3 of 4 dd. Review the SS design and rough cost estimate, prepared by the Civil Engineer; submit to CITY for review and comment. ee. Provide a memo prioritizing enhancements based on cost and impact to the project. ff. Attend up to five meetings during this Phr.se with CITY Staff or others. gg. Provide coordination with City departments, City project manager, subconsultants and local agencies (Cupertino Sanitary District e.g.) throughout this phase. Phase Three Added Scope — Project Enhancements Construction Documentation a. Entry signage: Review and modify the Phase 1 cost estimate for the entry signage (from Phase 1 records) to be included as appropriate in the construction cost estimate. b. Develop details and add to site plan and layout plan; based on CITY direction regarding inclusion/exclusion of this item in the project (including determination of additive alternative status). c. Bulletin board kiosk:Review and modify the Phase 1 cost estimate for the kiosk from Phase 1 records to be included in the construction cost estimate. d. Draft details, add to site plan and layout plan and specifications. e. Trail sig.nage:Draft details, add to site plan and layout plan and specifications. Note: actual sign panel placard design by others. f. Tree &Planting enhancements:Develop a willow salvage specification; submit to the CITY for review and comment. Incorporate `wile_ farming' elements into construction documents per feedback from CITY in Design Development. g. Based on direction and feedback from the CITY in Design Development (above), refine design and incorporate desired tree and planting enhancements into plans, details, specifications, and cost estimate. h. Stocklmeierfrontyard enhancements: Based or direction and feedback from the CITY in Design Development, refine design and incorporate desired front yard enhancements into plans, specifications, details, and cost estimate. i. Bridge enhancements:Based on direction and feedback from the CITY in Phase Design Development (above), refine design and incorporate desired bridge enhancements into plans, specifications, details, and cost estimate. j. Trail enhancements:Based on direction and feedback from the CITY in Design Development (above), refine design and incorporate desired trail enhancements into plans, specifications, details, and cost estimate. k. Upgraded golfprotecti on fence:Based on direction and feedback from the CITY in Design Development (above), refine design and incorporate desired upgraded golf protection fence into plans, specifications, details, and cost estimate. This element is expected to be a bid additive alternative item. 1. Wildlife viewing structure:Coordinate with Civil/Structural Engineer on the engineering design and review of the structure as required. m. Develop plans and specifications including foundation for wildlife viewing structure. Exhibit A-2 Stevens Creek Corridor Park&Restoration Phase 2 Page 4 of 4 n. Incorporate wildlife viewing structure into Construction Document set and cost estimate. This element is expected to be a bid additive alternative item. o. Provide foundation design and provide structural calculations if required, by civil/structural engineer. Coordinate Building Permit review and approval for wildlife viewing structure if proposed structure exceeds 120 square feet. p. Golf Course Repair Sod:Incorporate sod into Construction Document specifications and plans. q. Stocklmeir sewer work:Incorporate SS design work and extension, prepared by Civil Engineer, into Construction Document set and cost estimate. r. In-house plan check and quality control review for all enhancements selected by the CITY. s. Attend up to four meetings during this Phase with CITY Staff. t. Provide coordination with City departments, City Project Manager and subconsultants throughout this phase. Exhibit B-2:Compensation Stevens Creek Corridor Park&Restoration Phase 2 Page 1 of 1 EXHIBIT B-2 COMPENSATION for Design Services for Stevens Creek Corridor Park and Restoration Phase 2, Project 9134 July ,2.012 New Work Added by Amendment No. 2: Phase Two— Design Development The fees for the scope of work tasks described in Exhibit A-2 are as follows: Phase Two -Design Development $49,500.00 Phase Three—Construction Documents The fees for the scope of work tasks described in Exhibit A-2 are as follows: Phase Three — Construction Documents $23,500.00 Additional Services Allowance An revised allowance is provided for Additional Services, to be expended only upon written authorization from City for scope that falls outside of Basic Services. Increase to Existing Additional Services Allowance $20,000.00 REVISED FEE: Basic Services Original Agreement plus Amendment No. 1 $ 380,000.00 Basic Services Amendment No. 2, added Scope $ 73,000.00 Total Basic Services $ 453,000.00 Add. Services Allowance Original Agreement plus Amend. No. 1 $ 38,000.00 Add. Services Allowance Amendment No. 2, Increase $ 20,000.00 Total Additional Service Allowance $ 58,000.00 TOTAL FEE, NOT TO EXCEED: $ 511,000.00 The services are proposed to be provided on a not to exceed hourly basis based on the hours and rates on the current rate schedule applicable through December 2013. Fees will be billed monthly based on the actual effort in each task. Should it be determined that some tasks are not required or do not require the estimated effort, fees for that phase or task may be used by mutual consent for other tasks. CITY OF \*,„0// 4051. vsr C U P E RT I N O Design Services for Stevens Creek Corridor Park and Restoration Phase 2 ADDITIONAL ENCUMBERANCE NO. 2 July 25,2012 Contractor: SSA Landscape Architects, Inc. 303 Potero Street, Suite 40-C Santa Cruz, CA 95060 The following change is hereby approved and request for additional encumbrance: 2A Additional Design Services per Amendment No. 2 $93,000.00 Total Additional Encumberance No. 2 $93,000.00 Total Project Encumbrance: Original Contract $140,000.00 Additional Encumbrance No. 1 $278,000.00 Additional Encumbrance No. 2 $93,000.00 Revised Contract $511,000.00 ORIGINAL P.O. NUMBER: 57440 ACCOUNT NUMBER: 427-9134-9300 APPROVED BY: m Bor en Director of Public Works Date 7( .c 7( 7 PO # s7 44% CITY OF A // City Hall 10300 Torre Avenue Cupertino,CA 95014-3255 Telephone: (408)777-3354 FAX: (408)777-3333 CUPERTINO DEPARTMENT OF PUBLIC WORKS February 13,2012 Steve Southerland SSA Landscape Architects, Inc. 303 Potero Street, Suite 40-C Santa Cruz,CA 95060 ADDITIONAL SERVICE DIRECTIVE—No. 1 Re: Stevens Creek Corridor Park and Restoration Phase 2 Dear Steve: This ASD No. 1 authorizes SSA Landscape Architects to proceed with potholing of the sanitary main in Blackberry Farm Golf Course to locate it for design purposes. The fee shall be based on Time and Material not to exceed$8,000.00 including all associated reimbursable expenses and markups. Please invoice with the basic services but track separately,attach an executed copy of this ASD to each invoice. ASD No. 1 Potholing of Sanitary Sewer Main $8,000 Total Additional Services Authorized to Date $8,000 ASD Tracking ASD Amount Authorized by Agreement $38,000 ASD No. 1 $ 8,000 ASD Remaining available to be Authorized $30,000 Sincerely, imm Borden Director,Public Works Attachment: E-mail with cost from SSA cc: Gail Seeds,Park Restoration and Improvement Manager Carmen Lynaugh, Public Works Projects Manager ASD No. 1 SSA Gail Seeds Fr^m: Scott Reeves [Scott@ssala.com] Thursday, February 09, 2012 11:42 AM Te Gail Seeds Ct. Steve Sutherland Subject: RE: sanitary main potholing at BBF Golf Course Thanks Gail. We have solicited pricing from MME and Graniterock Pavex to complete the potholing work. Please find the summary of tasks and costs as follows. I can follow up with a formal proposal, but in the interest of moving this forward, I wanted to get this to you ASAP, as this will greatly impact our ability to wrap up 65% in early March: SSA–coordinate potholing with City, golf course, contractor, and surveyor, including attending pothole session =$1300 MME–sectional analysis of SS line compared to proposed grading plan from Balance, provide recommendation =$700 Pavex–daily rate to pothole, with 16 potholes expected, this will take two days, but could be done in one day with good access and line is as anticipated =$2,750 x 2 = $5,500 TOTAL=$7,500 Note that we did not include snow fencing along side the golf course, but see this as a value to help delineate construction work from golfers. We anticipate this to be another$500. Furthermore, I think we can discuss how to approach this politically with the golf course in order to not impact golf play. Please let us know how to proceed. F rds, Scott Reeves Senior Project Manager s_ CA Registered Landscape Architect#5331 -14 § `'P SSA LANDSCAPE ARCHITECTS,INC. Lo. 303 potrero street,suite 40-C Santa crux, ca 95060 p: 831-459-y�0455 f: 831-459-0484 www.ssala.com Fri"+: Gail Seeds [mailto:GailS @cupertino.org] St Friday, February 03, 2012 4:29 PM To: Scott Reeves Cc: Rodney Cahill; Steve Sutherland; Mark Mesiti-Miller Subject: RE: sanitary main potholing at BBF Golf Course Importance: High Hi Scott, Please send us a proposal for the potholing& related work as soon as you can. Timm. B. will review with me when it arrives& his auth.would be needed for additional scope. T Gail 1 From: Scott Reeves [mailto:Scott@ ssala.com] Sent: Friday, February 03, 2012 3:03 PM To: Gail Seeds C' ''odney Cahill; Steve Sutherland; Mark Mesiti-Miller S. .ect: RE: sanitary main at Blackberry Farm Golf Course Hi Gail Based on Mark's email below,we see two options: pothole the unknown length of SS line, or plan to relocate from manhole to manhole. With a goal of 65% plans due at the end of February, we see this as the#1 critical path item, especially considering we need to fold the surveyor into the mix. And independent of this, we still see the need to pothole at the bridge abutment location to ensure no future surprises. How can we best reach a resolution on how to proceed? Scott Reeves Senior Project Manager CA Registered Landscape Architect#5331 11 SSA LANDSCAPE ARCHITECTS, INC. $ A 303 potrero street,suite 40-C Santa Cruz,ca 95060 r� nq t)E:ter p.pcnt; p: 831-459-0455 f: 831-459-0484 www.ssala.com From: Mark Mesiti-Miller [mailto:mark©m-me.com] F `: Thursday, February 02, 2012 12:49 PM 1, Scott Reeves; Steve Sutherland Cc: Gail Seeds; Rodney Cahill Subject: RE: sanitary main at Blackberry Farm Golf Course Hi Scott and Steve, I have prepared this email to summarize the salient issues we discussed during our meeting yesterday. Based on our review of the City furnished drawings illustrating the "as-built" conditions and review of the proposed creek bank modifications, I offer the following commentary and suggestions for further action: 1. The existing 10" SS main was constructed of both VCP and CIP. VCP was used for straight sections and CIP was used for the curved section adjacent to the bend in the creek alignment. The original design also shows at least 5' of cover over the pipes. 2. The curved CIP section was constructed with 24" dia x 4' deep concrete anchor pier supports spaced 50' apart. One explanation for the pier supports being provided for the CIP adjacent to the bend in the creek is the original design was intended to accommodate some potential erosion of the creek bank along the outside of the bend. 3. When checking the proposed new contours along the widened section of the creek and guesstimating where the existing SS main is loca:ed, it is possible the SS main in the affected areas may be the pier supported CIP and may have as much as 3' of cover. If so, there may be no need to relocate the existing SS main to accommodate the creek widening and fish habitat improvements. 2 4. Accordingly, we recommend the existing SS main be potholed and surveyed to determine exactly where it is located and where the VCP I CIP transitions occur. Once this information has been established and plotted on a site plan, comparing the actual location of the SS main to the proposed grading plan for the creek to determine if sufficient cover will remain over the pipe and the pipe can remain as-is or if the pipe needs to be relocated. In the event the SS main needs to be realigned, we will explore: • the ideal locations for the existing to new pipe connections be made (at existing manholes or installing a new manhole over the existing pipe at some other location) • if needed, where new manholes would need to be located • upgrading the size of the SS main within the area we are replacing (e.g. installing 12" pipe instead of 12" pipe) • using a more modern, plastic pipe material We had previously suggested locations for potholing the SS main. In light of Gail's email below, would you like us to provide you a proposal for having this work dole and coordinating that with the project land surveyor? I trust you will find the above fairly summarizes the substance of our discussion and is responsive to your present needs. Should you have any questions or comments or wish to discuss any of the above in greater detail, please contact me. Ek. _ regards, I\Ork Mark Mesiti-Miller President " Mesiti-Miller Engineering, Inc. Civil and Structural Engineering 224 Walnut Avenue,Suite El,Santa Cruz. CA 95060 v 831.426.3186 ext.101 f 831,426.6607 www.m-me.com From: Gail Seeds [mailto:GailSOcubertino.orc] Sent: Wednesday, February 01, 2012 9:43 AM To: 'Scott Reeves' Cc: Mark Mesiti-Miller; Rodney Cahill Subject: FW: sanitary main at Blackberry Farm Golf Course H. tt, Would you & Mesiti Miller take it from here re. securing info from Cupertino Sanitary? Thx. Gail From: Nichol Bowersox [mailto:NBowersox@markthomas.com] Sent: Tuesday, January 31, 2012 9:07 PM To: Gail Seeds Cc: Scott Reeves r iect: Re: sanitary main at Blackberry Farm Golf Course Hi Gail, 3 OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE •CUPERTINO, CA 95014-3255 4c,4 .194 TELEPHONE: (408) 777-3223• FAX: (408) 777-3366 WEBSITE:www.cupertino.org CUPERTINO March 21, 2012 SSA Landscape Architects, Inc. 303 Potrero Street, Suite 40-C Santa Cruz, CA 95060 Re: First Amendment to Professional Services Agreement, Stevens Creek Corridor Park and Restoration Phase 2 Project An original copy of the First Amendment to Professional Services Agreement for the Stevens Creek Corridor Park and Restoration Phase 2 Project is enclosed. If you have any questions or need additional information, please contact the Public Works department at(408) 777-3354. Sincerely, Kirsten Squarcia City Clerk's Office Enclosure cc: Public Works CITY OF -.If _ i CUPERTINO FIRST AMENDMENT to PROFESSIONAL SERVICES AGREEMENT Between THE CITY OF CUPERTINO And SSA LANDSCAPE ARCHITECTS INC. for the STEVENS CREEK CORRIDOR PARK AND RESTORATION PHASE 2 PROJECT A CUPERTINO CAPITAL IMPROVEMENT PROGRAM PROJECT Contract No.00057440(P.O.) Dated /114r'ji t T 2-(712' SSA First Amendment CITY OF // THE CITY OF CUPERTINO FIRST AMENDMENT TO N. AGREEMENT BETWEEN THE CITY OF CUPERTINO CUPERTINO AND SSA LANDSCAPE ARCHITECTS INC. THIS FIRST AMENDMEN7 TO THE PROFESSIONAL SERVICES AGREEMENT ("Agreement") is dated this 1 '1 4-l^day of /''ot cc- , 2012, in the City of Cupertino, State of California, by and between SSA LANDSCAPE ARCHITECTS, INC., hereinafter referred to as ("CONSULTANT") and CITY OF CUPERTINO,hereinafter referred to as("CITY"). Recitals WHEREAS, CITY and CONSULTANT desire to amend the AGREEMENT to modify the basic agreement,scope of services and fees;and WHEREAS, the CITY OF CUPERTINO desires to obtain professional consultant services for the Steven Creek Corridor Park and Restoration Phase 2 Project,i hereinafter,PROJECT); and WHEREAS,City's rules and regulations authorize City to enter into agreements for professional temporary services;and WHEREAS,SSA LANDSCAPE ARCHITECTS,INC.has the necessary professional expertise and skills to perform the professional services required, Now, THEREFORE, for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,stipulated and agreed,the parties agree as follows: 1. Scope of Services 1.1 See Basic Agreement,Exhibit A-1 of this First Amendment for changes. 2. Term of Agreement The term of this Agreement shall commence on August 19, 2011 and continue through June 30, 2014. In the event that the Services called for under this Agreement are not completed within the time specified,the CITY may extend the time for completion. 3. Schedule of Performance 3.1 See Basic Agreement,Exhibit C-1 of this First Amendment for changes. SCCP and Restoration Phase 2 Agreement SSA-First Amendment 111 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 Three Hundred Eighty Thousand Dollars and No Cents ($ 380,000.00) for Basic Services and Reimbursable Expenses. An Additional Services allowance of Thirty Eight Thousand Dollars and No Cents ($ 38,000.00) is also included for potential Services that would exceed the basic scope. Such Additional Services shall only be performed upon advance written authorization by CITY. Total Fees shall not exceed Four Hundred and Eighteen Thousand Dollars and No Cents ($ 418,000.00). The rate of payment is set out in Exhibit B-1, titled "Compensation", which is attached hereto and incorporated herein. 5. Method of Payment 5.1 Unchanged. See Basic Agreement. 6. Independent Contractor 6.1 Unchanged. See Basic Agreement. 7. No Third Party Rights 7.1 Unchanged. See Basic Agreement. 8. Project Coordination 8.1 Unchanged. See Basic Agreement. 9. Assignability/Sub consultants/Employees 9.1 Unchanged. See Basic Agreement. 10. Indemnification 10.1 Unchanged. See Basic Agreement. 11. Insurance 11.1 Unchanged. See Basic Agreement. 12. Nondiscrimination 12.1 Unchanged. See Basic Agreement. 13. Termination 13.1 Unchanged. See Basic Agreement. 14. Governing Law 14.1 Unchanged. See Basic Agreement. 15. Compliance With Laws 15.1 Unchanged. See Basic Agreement. 16. Confidential Information 16.1 Unchanged. See Basic Agreement. 17. Ownership of Materials SCCP and Restoration Phase 2 Agreement SSA-First Amendment 2[1 17.1 Unchanged. See Basic Agreement. 18. No Waiver 18.1 Unchanged. See Basic Agreement. 19. Consultant's Books and Records 19.1 Unchanged. See Basic Agreement. 20. Interest of Consultant 20.1 Unchanged. See Basic Agreement. 21. Gifts 21.1 Unchanged. See Basic Agreement. 22. Notices 22.1 Unchanged. See Basic Agreement. 23. Venue 23.1 Unchanged. See Basic Agreement. 24. Agreement Binding/Prior Agreements and Amendments 24.1 Unchanged. See Basic Agreement. 25. Costs and Attorneys Fees 25.1 Unchanged. See Basic Agreement. 26. Electronic Transmission of Information 26.1 Unchanged. See Basic Agreement. 27. Dispute Resolution 27.1 Unchanged. See Basic Agreement. 28. Compliance with EEM Program Funding Agreement SSA and SSA's subconsultants and subcontractors shall comply with applicable requirements of City's Applicant-State Agreement No.04-20-035 Environmental Enhancement and Mitigation(EEM)Program.A copy of the agreement is marked Exhibit D-1,which is attached hereto and incorporated herein. SCCP and Restoration Phase 2 Agreement SSA-First Amendment 3❑ IN WITNESS WHEREOF,the parties hereto have executed this First Amendment the day first mentioned above. "City" CITY OF CUPERTINO, Ti orden,Director of Public Works Attest: ► twci� 0— Grace Schmidt,City Clerk "Consultant" SSA LANDSCAPE ARCHITECTS,INC. 303 Potrero Street, Suite 40-C Santa Cruz,CA 95060 831-459-0455 , 1 By: �,- JA 2 IL Date: 1 /2, Name: iPA�G�44* L- }P Title: , l .-] Appf7ed alto form and legality this (G TH day of MA RGN ,2012. Ci�y All of the terms and conditions of the original AGREEMENT not modified by this First Amendment,shall remain in full force and effect. THIS AGREEMENT SHALL NOT BE VALID OR EFFECTIVE FOR ANY PURPOSE UNLESS AND UNTIL SIGNED BY THE CITY MANAGER ON BEHALF OF THE CITY COUNCIL. Amount of Agreement:$418,000.00 P.O. 00057440 Account No.427-9134-9300 SCCP and Restoration Phase 2 Agreement SSA-First Amendment 4❑ EXHIBIT A-1 SCOPE OIF WORK For Design and Bid Phase Services for Stevens Creek Trail Phase 2, Project 9134 Phase Two — Design Development a. Based on direction from CITY and input gathered during Schematic Design, refine the selected concepts and recommendations into Design Development Plans (65%) for the proposed improvements, including the following plans and/or items, and submit for review: 1. Cover Sheet - SSA 2. Existing Conditions - SSA 3. Demolition Plans- SSA 4. Site Plan— SSA 5. Access and Staging plan- SSA 6. Materials &Finishes Plan- SSA 7. Grading and Drainage Plan—MME 8. Bridge Plan- MME 9. Erosion Control Plan- MME 10. Landscape and Irrigation Plans - SSA 11. Electrical Plans &Calculations—FEHR 12. Technical Specifications Table of Contents -ALL b. Prepare updated construction cost estimate based on Design Development Plans. c. Coordinate with consultant team throughout the preparation of Design Development Plans. d. Meet with the CITY staff, utility providers and/or Water District staff to review Grading and Drainage design, utilities coordination and technical requirements. e. Meet with the CITY in City offices or on the park site during the Design Development Phase to present, review and collaborate on ideas and collect feed back on refinements to plans and/or review the plans in a page-turning session. f. Meet with stakeholders, task force, Commission, and/or CITY to present design. Allow for four public meetings. Meetings are expected to occur with neighborhood residents (such as The Meadows HOA); Commission; City Council; and other group(such as Stocklmeir Task Force). g. Throughout the Design Development phase, SSA shall provide exhibits and documents as needed to support agency reviews and permitting efforts to be led buy CITY. Permits and approvals are anticipated to be needed from California Department of Fish and Game; Santa Clara Valley Water District; Cupertino Sanitary District; San Jose Water Company; Regional Water Quality Control Board; State Water Quality Control Board; U.S. Army Corps of Engineers (including consultation with National Oceanic and Atmospheric Administration Fisheries Service staff). Exhibit A-1:Scope of Work Stevens Creek Corridor Park&Restoration Phase 2 Page 2 of 3 Phase Three — Construction Documents This phase begins once the design development package has been approved by the CITY and received all environmental clearances necessary. a. Prepare 95% complete Construction Documents for review by CITY. Submit six (6) sets plans and specifications (one set unbound)plus electronic copies for initial review by staff. Construction Documents will include: 1. Cover Sheet 2. Existing Conditions Plan 3. Demolition Plan 4. Site Plan 5. Access and Staging Plan 6. Erosion Control Plan 7. Drainage and Utilities Plan 8. Bridge Plan 9. Grading Plan 10. Layout Plan 11. Parking, Crosswalk, Intersection, Signing & Striping Plan as needed 12. Materials and Finishes Plan 13. Irrigation Plan 14. Planting Plan 15. Construction Details 16. Electrical Plans & Details 17. Draft Technical Specifications in the Construction Specification Institute(CSI) format. NOTE: CITY to prepare Division 0 and 1 and all general conditions "front end" and bid documents portion of the project manual. SSA team shall collaborate with CITY for content of special conditions and CITY shall prepare special conditions. b. Meet with CITY to collect comments and feedback on one marked up set of plans and draft technical specifications. c. Per review comments, revise 95%Construction Documents and resubmit six(6) sets of 100% construction documents (one set unbound)plus electronic copies for review. d. Prepare updated detailed probable estimate of construction cost. The estimate will be broken down by types of work. A detailed bid schedule shall be provided that is structured to support CITY's grant reimbursement process. e. Coordinate with the SSA consultant team as well as consultants under contract with the CITY during the preparation of Construction Documents. f. Meet with CITY up to two times during the preparation of construction documents for general coordination issues. g. After City Departmental review of the project, meet with CITY to collect comments and feedback to be incorporated into the final set of construction documents. Provide technical assistance for inquires during the permitting processes. Exhibit A-1:Scope of Work Stevens Creek Corridor Park&Restoration Phase 2 Page 3 of 3 Phase Four— Bid Phase This phase begins when preparation of final bid documents commences. a. Incorporate final comments on the 100% construction documents. Prepare and submit complete, final, bid-ready bid set construction documents. b. Provide three wet-signed original copies of the plans and specifications, one of which is an unbound reproducible set, and electronic copies to CITY. (CADD, PDF and Word formats) c. Based on final bid set documents, prepare updated construction cost estimate if final revisions have changed expected bid cost. d. Assist CITY in responding to bidders' inquiries and requests for clarification as needed. e. Assist CITY in issuing addenda to the bid documents as needed. f. Attend one pre-bid site meeting with CITY and potential bidders. g. Assist CITY in reviewing bids for award of a construction contract as requested. Additional Services SSA may provide additional services, as requested in advance by the CITY. Additional services will be negotiated separately based on the billing rates contained in the attached"SSA Rate Schedule". All Additional Services must be authorized in writing by the CITY prior to the commencement of work. Additional services may include, but are not limited to: 1. Construction phase services. 2. Evaluation, coordination and engineering related to use or re-use of existing wells on site. 3. Unforeseen significant changes in the scope of work, design program, budget, or schedule. 4. Construction phase management and documentation. 5. Structural Engineering and/or architecture services for a future restroom building. 6. Restoration of the Stocklmeir home or outbuildings. Services to be Provided by the CITY 1. Procurement of services of consultants listed under project understanding to be contracted directly with the CITY. 2. CITY review, comment and directives as requested by SSA. 3. Coordination and administration of reviews and approvals by jurisdictional agencies. Exhibit B:Compensation Stevens Creek Corridor Park&Restoration Phase 2 Page 1 of 1 EXHIBIT B-1 COMPENSATION for Design Services for Stevens Creek Corridor Park and Restoration Phase 2, Project 9134 January 2012 Work Completed under Original Agreement: Phase One—Schematic Design —35% The fees for the scope of work tasks described in the original contract are as follows: Phase One-Schematic Design $125,000.00 New Work Added by Amendment No. 1: Phase Two—Design Development The fees for the scope of work tasks described in Exhibit A-1 are as follows: Phase Two-Design Development $112,000.00 Phase Three—Construction Documents The fees for the scope of work tasks described in Exhibit A-1 are as follows: Phase Three—Construction Documents $104,500.00 Phase Four— Bid Documents & Bidding Support The fees for the scope of work tasks described in Exhibit A-1 are as follows: Phase Four—Bid Documents &Bidding Support $33,000.00 Reimbursable Expense Allowance An allowance is included to cover customary reimbursable expenses such as plotting,printing and reproduction, shipping and postage,which will be provided per the attached"SSA Rate Schedule". Billings will be submitted monthly based on the actual reimbursable expenses incurred for the previous month. Reimbursable Expense Allowance $5,500.00 Additional Services Allowance An allowance is provided for Additional Services, to be expended only upon written authorization from City for scope that falls outside of Basic Services. Additional Services Allowance $38,000.00 REVISED FEE: Original Agreement, basic services $125,000 Amendment No. 1, added scope,Phase 2—4 249,500 Amendment No. 1,reimbursable expense allowance 5,500 Amendment No. 1,additional services allowance 38,000 TOTAL FEE,NOT TO EXCEED: $418,000 The services are proposed to be provided on a not to exceed hourly basis based on the hours and rates on the 2011 rate schedule. Fees will be billed monthly based on the actual effort in each task. Should it be determined that some tasks are not required or do not require the estimated effort,fees for that phase or task may be used by mutual consent for other tasks. SSA L A N D S C A P E A R C H I T E C T S , I N . C EXHIBIT B-1 RATE SCHEDULE STANDARD BILLING RATES Effective through December 2013 PROFESSIONAL SERVICES Principal Landscape Architect $184.00/Hour Senior Project Manager $170.00/Hour Project Manager $145.00/Hour Biologist $350.00/Hour Landscape Architect $122.00/Hour AutoCAD Technician $102.00/Hour Staff Clerical, Administrative $95.00/ Hour Expert Witness (Preparation) $470.00/ Hour Expert Witness (meetings and hearings) $595.00/Hour REIMBURSABLE EXPENSES Subconsultants Direct Billing x 1.10 In-House Office Services: As listed below x 1.10 Plotting: Transparencies: Color Bond $4.85/sf Color $4.00/each Black&White Bond $3.10/sf Black and White $3.00/each Vellum $4.45/sf Mylar $10.10/sf Color Laser Prints: Blueprints: 8.5 x 11 $.55/each 24 x 36 $2.20/each 11 x 17 $.90/each 30 x 42 $2.80/each Black&White Laser Prints: CD Media: 8.5 x 11 $.12/each CDR $6.00/each 11 x 17 $.20/each CDRW $8.50/each Outside Reimbursable Expenses: Reproduction, photography, shipping and postage, miscellaneous expenses Direct Cost x 1.10 Travel: Within Santa Cruz, San Benito, Santa Clara, San Mateo and Monterey Counties No Charge Mileage outside of the above counties $.50/mile Other travel expenses Cost x 1.10 3 1 1 1 Pulrcro S t r t I, S u i t t. 3 1 1-C I S a n t a ( in/ (A 9-)11611-3-71t I none. H i t.459.II4∎� I F,iy: 831.159.0481 I wu..,aia.rnrn Exhibit C-1:Schedule Stevens Creek Corridor Park&Restoration Phase 2 Page 1 of 1 EXHIBIT C-1 SCHEDULE for Design Services for Stevens Creek Corridor Park and Restoration Phase 2, Project 9134 January 2012 Schedule for design submittals shall be completed as follows: Submit design development plans and specifications March 15, 2012 Submit construction documents plans and specifications submittal August 15, 2012 Submit 100%complete plans and specifications November 15, 2012 Submit complete and bid-ready bid documents January 2013 EXHIBIT D-1 FOR CALTRANS USE: I hereby certify upon my own personal knowledge that budgeted funds are available for this encumbrance. Accounting Officer Date: Chapter Statutes Item Fiscal Program BC Category Fund $ Year Source APPLICANT-STATE AGREEMENT NO.04-20-035 ENVIRONMENTAL ENHANCEMENT AND MITIGATION (EEM) PROGRAM STATE PROJECT NUMBER: EEM-2010 (035) 2010-2011 FISCAL YEAR ALLOCATION Advantage Project ID: 0400021079 THIS AGREEMENT, made effective this December 15, 2011 , by and between the City of Cupertino, hereinafter referred to as "APPLICANT", and the State of California, acting by and through the California Department of Transportation(Caltrans), hereinafter referred to as "STATE." WITNESSETH WHEREAS, as provided by Streets and Highways Code Section 164.56, Senate Bill 117 (Statutes of 1999, Chapter 739) established the EEM Program as a permanent program, funds have been allocated to APPLICANT by the California Transportation Commission (CTC) after the PROJECT submitted by APPLICANT had been recommended for funding by the Resources Agency; and as described in the application(APPLICATION); WHEREAS, STATE and APPLICANT now desire to enter into an Agreement relative to fund transfers and cost sharing on the described PROJECT. NOW, THEREFORE, the parties agree as follows: ARTICLE I -Project Administration and General Provisions 1. PROJECT shall mean that EEM PROJECT described in the APPLICATION submitted by APPLICANT and summarized in Exhibit A to this Agreement including financing information as set forth in Section III of Exhibit A to this Agreement. Page 1 of 17 EEM-2010(035) EXHIBIT D-1 2. The PROJECT submitted by APPLICANT, together with all conditions and assurances contained therein, and specifically including information on how the PROJECT shall be financed, are made an express part of this Agreement. Should any conflict exist between the APPLICATION and the Agreement, the Agreement shall prevail. 3. APPLICANT shall complete PROJECT, which shall be acquired, developed, designed and constructed as provided in this Agreement. 4. If PROJECT is located on STATE-owned right-of-way, APPLICANT shall comply with all applicable STATE design and construction standards and practices. If PROJECT is not on STATE- owned right-of-way, APPLICANT shall comply with the applicable design and construction standards and practices of the local government having jurisdiction over the PROJECT location. 5 In cases where the CTC approved funding is less than the amount for which APPLICANT originally applied due to a Budget Reduction on the project required by the State Resources Agency, APPLICANT is obligated to complete PROJECT without downscoping it, unless specifically authorized to do so, in writing, by the State Resources Agency. This will be accomplished by APPLICANT supplementing PROJECT costs with another funding source or by finding a less costly way to complete the PROJECT. 6 The estimated total cost of PROJECT is as shown in Section III of Exhibit A. While APPLICANT may, with the STATE's written approval, award a contract in an amount in exceeding the estimated total PROJECT cost specified in Section I]II-A of Exhibit A of the Agreement, the allocation of STATE funds for PROJECT will never be greater than the amount specified in Section III-C of Exhibit A of this Agreement. 7 Section III of Exhibit A specifies the APPLICANT's estimated total PROJECT cost, each party's proportionate percentage of those costs and the maximum amount of STATE funds the CTC has authorized for the PROJECT. The STATE's proportionate share of funding is a certain percent of the estimated total PROJECT cost and approved scope of the PROJECT (STATE's PROPORTIONATE SHARE) and will be used as the reimbursement ratio on the project. In the event the actual cost of PROJECT exceeds the estimated total cost o F the PROJECT, the STATE shall pay its PROPORTIONATE SHARE of the cost only up to the amount specified in Section III-C of Exhibit A of the Agreement. 8. In the event the PROJECT scope decreases, a decrease in the STATE's PROPORTIONATE SHARE shall be made. In the event the actual cost of PROJECT decreases for any reason from the estimated total PROJECT cost specified in Section III of Exhibit A, the allocation of STATE funds will be decreased proportionately with any decrease in APPLICANT's participating contribution so that the STATE's PROPORTIONATE SHARE of costs relative to TOTAL PROJECT COST remains as specified in Section III-B of Exhibit A of the Agreement. 9. No changes of any kind may be made to the PROJECT without prior written notice to and written acceptance by the STATE of the proposed change. The STATE shall acknowledge a written notice of proposed change by either accepting or rejecting the proposed changed in writing. In the event the STATE responds to a proposed change by stating that the proposed change requires discussion and amendment, such action shall constitute a rejection of the proposed change and any work performed in spite of that rejection shall not be eligible for reimbursement unless and until there is a written, duly executed amendment to this Agreement which addresses that work. Any amendment to this Agreement shall not be effective until executed by both parties. In addition, the parties should take special notice of ARTICLE XII, paragraph 6 of this Agreement. Page 2 of 17 EEM-2010(035) EXHIBIT D-1 10. After completion and acceptance of PROJECT by both APPLICANT and STATE, STATE shall pay STATE's PROPORTIONATE SHARE of the cost of PROJECT to APPLICANT, within sixty (60) days after receipt of a signed invoice for payment submitted by APPLICANT. At the option of APPLICANT, monthly or quarterly pro rata progress payments in arrears may be made on a reimbursement basis upon submittal of invoices by APPLICANT and approval by STATE of the PROJECT costs incurred. Pro rata payments will be based on the amount of the STATE fund transfer authorized herein in proportion to the total cost of PROJECT, including APPLICANT contributions. An invoice format document is included as Exhibit C. 11. If PROJECT involves work anywhere on the State highway system, a separate standard form of encroachment permit between STATE and APPLICANT must be prepared and executed before PROJECT work may commence. 12. APPLICANT shall comply with the requirements of the FAIR EMPLOYMENT PRACTICES ADDENDUM (Exhibit B) and further agrees that any agreement or service contract entered into by APPLICANT with a third party for performance of work connected with the PROJECT shall incorporate Exhibit B as a part of such agreement. 13. Upon completion of all work under this Agreement and prior to the expiration of this Agreement, APPLICANT shall prepare and file with STATE one (1) original Final Project Expenditure Report. The Final Project Expenditure Report must be submitted with the final invoice on the PROJECT. ARTICLE II -Rights-of-Way 1. The acquisition, clearance, and improvement of rights of way necessary for the development of PROJECT shall be the responsibility of APPLICANT. Right-of-way acquisition and clearance costs may be included as a participating item of total PROJECT costs if included as part of the PROJECT scope of work. 2. APPLICANT shall perform all PROJECT right-of-way activities in accordance with applicable State laws and regulations unless the STATE determines, in writing, that the State Uniform Relocation Assistance and Real Property Acquisition Policies Act (Government Code Secs. 7260-7277) do not apply to PROJECT. 3. APPLICANT, as part of its PROJECT design responsibility, shall identify and locate all utility facilities within the PROJECT area. All utility facilities, including those not relocated or removed in advance of construction, shall be identified on PROJECT plans and specifications. 4. If any existing public and/or private utilities conflict with the construction of PROJECT, APPLICANT will make all necessary arrangements with the owners of such utilities for their protection, relocation, or removal. If utility relocation is required within STATE right-of-way, APPLICANT shall conform to STATE standards, policies and procedures. If utility relocation is outside of STATE right- of-way, APPLICANT shall conform with local government policies. 5. APPLICANT shall certify as to legal and physical control of that PROJECT right-of-way once it is ready for construction and that the PROJECT right-of-way was acquired in accordance with applicable State laws and regulations, subject to review and concurrence by STATE, prior to the advertisement for bids for construction/development of PROJECT. Page 3 of 17 EEM-2010(035) EXHIBIT D-1 6. If right-of-way acquisition and clearance costs are included as a participating item of PROJECT costs, STATE shall provide funds only for purchase of the actual right-of-way required for PROJECT. If APPLICANT acquires right-of-way which includes excess land, STATE will not participate in the cost of the excess portion. In the event land initially acquired as part of PROJECT is declared excess at a later date, APPLICANT shall reimburse STATE, no later than one hundred twenty (120) days after PROJECT completion or upon the subsequent sale of that excess land, for either the pro rata fair market value of that excess at the time of disposal or, if that property is retained by APPLICANT, the pro rata fair market value of the excess land at that time. The pro rata fair market value shall be based on the total of the STATE fund transfer amount applied toward purchase of the property in proportion to the total purchase price of the property. ARTICLE III- Safety 1. APPLICANT shall comply with OSHA regulations regarding necessary safety equipment and procedures. If PROJECT work is to be performed within STATE right of way, APPLICANT shall also comply with safety instructions issued by the District Safety Officer and other STATE representatives. APPLICANT's and APPLICANT's personnel shall see that all individuals wear white hard hats and orange safety vests at all times while working within STATE right of way. 2. Pursuant to the authority contained in Section 591 of the Vehicle Code, STATE has determined that within such areas as are within the limits of the PROJECT and are open to public traffic, APPLICANT shall comply with all the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. APPLICANT shall take all reasonably necessary precautions for safe operation of its and its agent's or APPLICANT's vehicles and the protection of the traveling public from injury and damage from such vehicles when performing work within STATE right of way. ARTICLE IV-Insspection of Work 1. APPLICANT and any of its PROJECT subcontractors shall permit STATE to review and inspect PROJECT activities at all reasonable times during the performance period of this Agreement, including review and inspection on a daily basis. Page 4 of 17 EEM-2010(035) EXHIBIT D-1 ARTICLE V- Equipment Purchase 1. Prior authorization in writing by STATE shall be required before APPLICANT enters into any non-budgeted purchase order or subcontract exceeding $500 for supplies, equipment, or consultant services. APPLICANT shall provide an evaluation of the necessity or desirability of incurring such costs. 2. For purchase of any item, service or consulting work not identified in APPLICANT's Cost Proposal and exceeding $500, with written prior authorization by STATE, three (3) competitive quotations must be submitted with that request or the absence of bidding must be adequately justified. 3. Any equipment purchased as a result of this Agreement is subject to paragraph 3 of this Article V. APPLICANT shall maintain an inventory of all nonexpendable property, defined as property having a useful life of at least two years and an acquisition cost of $500 or more. If purchased equipment needs replacement and is sold or traded in, STATE shall receive a proper refund or credit. Upon the expiration date of this Agreement, or if this Agreement is terminated, APPLICANT may either keep the equipment and credit STATE in an amount equal to its fair market value or sell such equipment at the best price obtainable, at a public or private sale, in accordance with established STATE procedures, and credit STATE in an amount equal to the sales price. If APPLICANT elects to keep that equipment, fair market value shall be determined. at APPLICANT's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to STATE and APPLICANT. If i. is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by STATE. ARTICLE VI- Management and Maintenance of Property 1. APPLICANT will operate, manage and maintain into the future all property acquired, developed, rehabilitated, or restored with funds transferred through this Agreement. With STATE's prior approval, APPLICANT or its successors in interest may transfer management and maintenance responsibilities over the property. If the property is not managed and maintained consistent with the PROJECT APPLICATION, APPLICANT or its successors in interest, at the discretion of STATE and within 45 days after receiving notice to APPLICANT by STATE, shall reimburse STATE an amount at least equal to the amount of STATE's funding participation in PROJECT together with all accrued interest at State Treasurer's pooled money investment account. 2. All real property, or rights thereto, acquired with these funds shall be subject to an appropriate form of restrictive title, or rights, covenants approved by STATE. If the PROJECT real property, or rights thereto, is sold, traded, condemned, or otherwise put to any use other than that use as approved in the Allocation for STATE funds, the State Highway Account, at the discretion of STATE and within 45 days notice to APPLICANT by STATE, shall be reimbursed an amount at least equal to the amount of the STATE's funding participation in PROJECT or the pro rata fair market value of the real property, or rights thereto, including improvements, at the time of sale, whichever is higher. The pro rata fair market value shall be based on the proportions of the fund transfer amount applied toward the purchase of the property, or rights thereto, and the design and construction of improvements in proportion to the total purchase price of the real property, or rights thereto, and the cost of all improvements made prior to the time of sale. Page 5of17 EEM-2010(035) EXHIBIT D-1 ARTICLE VII-Retention of Records/Audit Review Procedures 1. For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable, and other matters connected with the performance of the Agreement pursuant to Government Code 10532, APPLICANT, its contractors and their subcontractors and STATE shall each maintain all books, documents, papers, accounting records, and other evidence pertaining to the performance of this Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for four (4) years from the date of final payment under this Agreement. STATE, the State auditor, the Federal Highway Administration (FHWA), or any duly authorized representative of the Federal government shall have access to any books, records, and documents of APPLICANT that are pertinent to this Agreement for audits, examinations, excerpts, and transactions, and copies thereof shall be furnished by.APPLICANT or its contractors, if requested. 2. Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not satisfactorily disposed of by agreement shall be reviewed by the Chairperson of the STATE Audit Review Committee (ARC). The ARC will consist of the Assistant Director, Audits & Security (Chairperson); Deputy Director of Transportation Engineering; the Chief Counsel, Legal Division, or their designated alternates; and two representatives appointment by the Director of Transportation from private industry whose role will be advisory in nature only and without voting rights. 3. Not later than 30 days after issuance of the final audit report, APPLICANT may request a review by the ARC of unresolved audit issues. The request for review will be submitted in writing to the Chairperson of the ARC. The request must contain detailed information of the factors involved in the dispute as well as justifications for reversal. A meeting by the ARC will be scheduled if the Chairperson concurs that further review is warranted. After the meeting, the ARC will make recommendations to the Chief Deputy Director. The Chief Deputy Director will make the final decision for STATE within one (1) month following the receipt of the notification of dispute or following the ARC meeting recommendation date, whichever is later in time. 4. Neither the pendency of a dispute nor its consideration by STATE will excuse APPLICANT from full and timely performance of its obligations in accordance with the terms of this Agreement. 5. Any subcontract entered into as a result of this Agreement shall contain all the provisions of this Article VII. 6. Expenditures of EEM program funds are subject to financial and compliance audits by the State Controllers Office and Caltrans Office of Audits and Investigations. These guidelines may be found in Caltrans Local Assistance Procedures Manual, Chapter 10, "Consultant Selection", Exhibit 10-N"Accounting and Auditing Guidelines for Contracts with Caltrans". Page 6 of 17 EEM-2010(035) EXHIBIT D-1 ARTICLE VIII—Allowable Costs and Payments 1. The method of reimbursement authorized by STATE for PROJECT expenditures made by APPLICANT under this Agreement will be based on actual costs incurred. STATE will reimburse the STATE's PROPORTIONATE SHARE of actual costs (based on Section III of Exhibit A and including labor costs, employee benefits, travel, equipment rental costs, and other direct costs) incurred by APPLICANT in performance of the work. APPLICANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, fringe benefit rates, and other estimated costs set forth in APPLICANT's cost proposal (Exhibit Al) unless additional reimbursement is provided for by Agreement amendment. In the event that STATE determines additional work beyond that specified in APPLICANT's cost proposal and this Agreement is required to produce a satisfactory PROJECT, the actual costs reimbursable by STATE may be increased by Agreement amendment to accommodate that additional work. The maximum total costs as specified in Section III of Exhibit A of this Agreement, shall not be exceeded unless authorized by Agreement amendment. 2. Reimbursement for transportation and subsistence costs shall not exceed the rates to be paid nonrepresented/excluded State employees under then current State Department of Personnel Administration rules detailed in the Caltrans Travel And Expense Guide. 3. General and administrative PROJECT overhead is unallowable under the Resources Agency of California's Environmental Enhancement and Mitigation Program Procedures and Criteria guidelines. 4. Progress payments will be allowed and may be made no less than monthly in arrears based on PROJECT work performed and allowable incurred costs authorized as part of the PROJECT. 5. APPLICANT may not commence any reimbursable PROJECT development work or services or PROJECT capital outlay work before both program adoption and funding allocation by the California Transportation Commission and execution of this PROJECT agreement by both APPLICANT and STATE. Reimbursement is subject to annual appropriation by the Legislature in the State Budget for the Environmental Enhancement and Mitigation Program Fund. 6. APPLICANT will be reimbursed as promptly as fiscal procedures will permit upon receipt by STATE's Local Program Accounting office in the Division of Accounting of signed invoices. One original and two copies of the invoice (in the format shown in Exhibit C) shall be submitted after the performance of work for which APPLICANT is billing. Invoices shall include detailed backup information supporting the work performed. The final invoice must contain the final cost and all credits due STATE, including credits or reimbursements due STATE for any equipment purchased under the provisions of Article V of this Agreement. Progress and final invoices as well as the Final Project Expenditure Report shall be mailed to the Caltrans District Director,ATTN: District Local Assistance Engineer(DLAE),for invoice approval. The DLAE will forward invoices to the Accounting Office for payment. ARTICLE IX—Cost Principles 1. APPLICANT agrees to comply with: 1) The Resources Agency of California's Environmental Enhancement and Mitigation Program Procedures and Criteria, and 2) California Transportation Commission Guidelines for Allocating, Monitoring, and Auditing of Local Assistance Projects. Page 7of17 EEM-2010(035) EXHIBIT D-1 2. APPLICANT agrees to comply with the following, as applicable: A) The Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 et seq., which shall be followed to determine the allowability of individual items of cost for which reimbursement is sought. B) 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments and Office of Management and Budget Circular A-87, Cost Principles for State and Local Governments.. C) Office of Management and Budget Circular A-122, Cost Principles for Nonprofit Organizations, which shall be used to determine costs of grants, contracts and other agreements with nonprofit organizations (excluding colleges, universities and hospitals). D) Office of Management and Budget Circular A-21, Cost Principles for Educational Institution establishing principles for determining costs applicable to grants, contracts, and other agreements with educational institutions. E) Office of Management and Budget Circular A-110, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and other Nonprofit Organizations. 3. Any costs for which payment has been made to APPLICANT that are determined by subsequent audit to be unallowable under Paragraphs 1 and 2 of this Article IX are subject to repayment by APPLICANT to STATE. 4. Should any conflict exist between the STATE guidelines as described in Paragraph 1 and 2 of this Article IX, the following order will prevail and be applied as follows: 1) Resources Agency of California's Environmental Enhancement and Mitigation Program Procedures and Criteria; 2) California Transportation Commission Guidelines for Allocating, Monitoring, and Auditing of Local Assistance Projects, 3) 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 et seq.; 49 CFR, Federal Acquisition Regulations System, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Government; OMB A-21, Cost Principles for Educational Institutions; OMB A-110, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and Other Nonprofit Organizations; OMB A-122, Cost Principles for Nonprofit Organizations; and OMB A-87, Cost Principles for State and Local Government. 5. Any subcontract entered into as a result of this Agreement shall contain all the provisions of this Article IX. 6. Should APPLICANT fail to reimburse moneys due STATE within thirty (30) days of demand, or within such other period as may be agreed between the parties hereto, STATE is authorized to withhold future payments due APPLICANT from any source, including but not limited to, the State Treasurer, the State Controller and the California Transportation Commission. Page 8 of 17 EEM-2010(035) EXHIBIT D-1 ARTICLE X-Subcontracting 1. APPLICANT shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this Agreement shall be subcontracted without written authorization by STATE, except that which is expressly identified in APPLICANT's Cost Proposal (Exhibit Al). 2. Any subcontract in excess of$25,000, entered into as a result of this Agreement, shall contain all the provisions stipulated in this Agreement and shall be applicable to all subcontractors. 3. Any substitution of subcontractors must be approved in writing by STATE. 4. Any subcontract entered into as a result of this Agreement shall contain all the provisions of this Article X. ARTICLE XI - Insurance 1. If the scope of APPLICANT services will not require APPLICANT or a subcontractor to enter upon STATE highway right of way, then the APPLICANT is not required to show evidence of general comprehensive liability insurance. 2. In the event that APPLICANT or an agent, contractor or subcontractor of APPLICANT will be present or working on STATE right of way, prior to commencement of the work described herein, the APPLICANT shall furnish to STATE a Certificate of Insurance stating that there is general comprehensive liability insurance presently in effect for APPLICANT and/or its agents, contractors, and subcontractors who will be working (in any manner) on STATE property with a combined single limit (CSL)of not less than one million dollars ($1,000,000)per occurrence. 3. The Certificate of Insurance must provide: A. That the insurer will not cancel the insured's coverage without 30 days prior written notice to the STATE. B. That the STATE, its officers, agents, employees, and servants are also included as additional named insureds, but only insofar as PROJECT operations under this Agreement are concerned. C. That STATE will not be responsible for any premiums or assessments on the policy. 4. APPLICANT agrees that all bodily injury liability insurance or self-insurance required herein shall be in effect at all times during the teen of this Agreement. In the event said insurance coverage expires at any time or times during the term of this Agreement, APPLICANT agrees to provide, at least thirty (30) days prior to said expiration date, a new Certificate of Insurance or Certificate of Self-Insurance evidencing coverage as provided for herein for not less than the remainder of the term of the Agreement, or for a period of not 1 ess than one (1) year. New Certificates are subject to the approval of STATE and Department of General Services. In the event APPLICANT fails to keep coverage as herein provided in effect at all times, STATE may, in addition to any other remedies it may have, terminate this Agreement upon the occurrence of such event. Page 9 of 17 EEM-2010(035) EXHIBIT D-1 5. If APPLICANT is self-insured, the EEVI PROJECT APPLICANT shall submit a Certificate of Self-Insurance asserting that APPLICANT is covered for all purposes of liability for all work performed hereunder. STATE and APPLICANT acknowledge that only one Certificate of Self- Insurance will be required and that APPLICANT must maintain that level of Self-Insurance [not less than one million dollars ($1,000,000)]. It is also understood that STATE, its officer, agents, employees, and servants, are included as covered for all purposes insofar as the operations of APPLICANT under this Agreement are concerned. ARTICLE XII- Miscellaneous Provisions 1. Neither STATE nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything (lone or omitted to be done by APPLICANT under or in connection with any work, authority or jurisdiction conferred upon APPLICANT under this Agreement. It is understood and agreed that APPLICANT shall fully defend, indemnify and save harmless STATE and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation and other theories or assertions of liability occurring by reason of anything done or omitted to be done by APPLICANT under this Agreement. STATE reserves the right to represent itself in any litigation in which STATE'S interests are at stake. 2. APPLICANT, and the agents and employees of APPLICANT, in performance of this Agreement, shall act in an independent capacity and not as officers, employees or agents of STATE. 3. Following written notice and at least thirty (30) days to cure, STATE may terminate this Agreement with APPLICANT should APPLICANT fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, STATE may proceed with the PROJECT work in any manner deemed proper by STATE. If STATE terminates this Agreement with APPLICANT, STATE shall pay APPLICANT the sum of allowable costs due APPLICANT under this Agreement prior to termination, provided, however, that the cost of PROJECT completion to STATE shall first be deducted from any sum due APPLICANT under this Agreement, and the balance, if any, shall then be paid APPLICANT upon demand. 4. Without the written consent of STATE, this Agreement is not assignable by APPLICANT, either in whole or in part. 5. Time is of the essence in this Agreement. 6. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. 7. The consideration to be paid APPLICANT, as provided herein, shall constitute full compensation for all of APPLICANT's allowable approved costs and expenses incurred in the performance hereof, unless otherwise expressly so provided. Page 10 of 17 EEM-2010(035) EXHIBIT D-1 8. APPLICANT warrants, by execution of this Agreement, that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by APPLICANT for the purpose of securing business. For breach or violation of this warranty, STATE has the right to annul this Agreement without liability, pay only for the value of the work actually performed, or in its discretion, to deduct from the price of consideration, or otherwise recover from APPLICANT, the full amount of such commission, percentage, brokerage, or contingent fee. 9. In accordance with Public Contract Code Section 10296, APPLICANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a Federal court has been issued against APPLICANT within the immediate preceding two-year period because of APPLICANT's failure to comply with an order of a Federal court that orders APPLICANT to comply with an order of the National Labor Relations Board. 10. APPLICANT shall disclose any financial, business, or other relationship with STATE, the Resources Agency, or the California Transportation Commission (CTC) that may have an impact upon the outcome of this Agreement. APPLICANT shall also list current associates or clients who may have a financial interest in the outcome of this Agreement. 11. APPLICANT hereby certifies that it does not now have nor shall it acquire any financial or business interest that would conflict with the performance of this Agreement. 12. APPLICANT warrants that this Agreement was not obtained or secured through rebates, kickbacks or other unlawful consideration either promised or paid to any STATE or Resources Agency employee. For breach or violation of this warranty, STATE shall have the right, in its sole discretion, to terminate the Agreement without liability, to pay only for the work actually performed, or to deduct from the Agreement price or otherwise recover the full amount of such rebate, kickback, or other unlawful consideration. 13. This Agreement is subject to any additional restrictions, limitations, conditions, or any statute enacted by the State Legislature or the Federal Government that may affect the provisions, terms, or funding of this Agreement in any manner. 14. This Agreement shall terminate on June 30. 2014 --with project completion and final invoicing done by April 30, 2014 --or upon the earlier completion of PROJECT, whichever is first earlier in time, except that APPLICANT duties regarding the continuing operations and maintenance of PROJECT property, credits due STATE, and indemnification of STATE shall survive. Page 11 of 17 EEM-2010(035) EXHIBIT D-1 IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers. STATE OF CALIFORNIA DEPARTMENT OF APPLICANT TRANSPORTATION By By April Nitsos, Senior Transportation Engineer Office of Special and Discretionary Programs Division of Local Assistance 1120"N" Street, Sacramento, California 95814 APPLICANT Representative Name and Title Agency Address City, State,ZIP Telephone No. E-mail address Page 12 of 17 EEM-2010(035) EXHIBIT D-1 EXHIBIT A-PROJECT DESCRIPTION AND FINANCING APPLICANT: City of Cupertino PROJECT NAME : Stevens Creek Corridor Park Sc Restoration Project, Phase 2 COUNTY: Santa Clara I. Project Location: Final segment of the trail between Stevens Creek Blvd. and McClellan Rd within the City of Cupertino. II. Project Description of Work Proposed (as set forth in Application No.): 035 Project will extend the regional multi-use Stevens Creek Trail, restore 1,800 feet of riverine and riparian habitat along Stevens Creek, and open 5 acres of parkland to the public. Over 2 acres of native riparian, wetland and oak woodland plantings will be installed, a local orchard restored, and wildlife habitat improved. III Proposed Project Funding: A. ESTIMATED TOTAL PROJECT COST: $ 2,695,000.00 Is this amount different from that set forth in the APPLICATION? Yes x No B. PROJECT FINANCING: State Funding $ 245,000.00 = 9.10%of total project cost* Applicant Funding $ 2,245,000.00 =90.90%of total project cost Federal Funding (if any)$ Total Project Funding $ 2,265,000.00 =100.00% of total project cost *NOTE: This percentage is referred to in this Agreement as the STATE's PROPORTIONATE SHARE of costs and will be used as the reimbursement ratio on the project. C. The maximum amount of STATE funding approved by the CTC that may be contributed to the PROJECT shall not exceed $ 245,000.00 . Page 13 of 17 EEM-2010(035) EXHIBIT D-1 EXHIBIT Al - COST PROPOSAL (This must be completed by APPLICANT for all projects, except for acquisition-only projects, and returned with Applicant-State Agreement to the STATE.) APPLICANT: PROJECT NAME: COUNTY: Direct Labor: (labor rates must be calculated as actual dollar earned per hour and cannot include overhead costs) Classification Name Hours Rate Total Project Manager Total Direct Labor Costs Fringe Benefits: (Benefits,such as vacation,medical, and retirement, etc., must be calculated as rates earned per hour) Other Costs: (itemize with description, quantity, unit price, and total cost; estimates acceptable) Travel Costs Equipment and Supplies Other Direct Costs Subcontractor Costs: (attach scope of work and detailed cost estimate for each subcontractor) Volunteer Services: Classification Name Hours Rate Total Volunteer @ Total Volunteer Labor Costs Donations: (itemize with description, quantity, unit price, and total cost;estimates acceptable) Materials Other Total Project Cost: Page 14 of 17 EEM-2010(035) EXHIBIT D-1 EXHIBIT B FAIR EMPLOYMENT PRACTICES ADDENDUM 1. In the performance of this Agreement, APPLICANT will not discriminate against any employee for employment because of race, sex, color, religion, ancestry, or national origin. APPLICANT will take affirmative action to ensure that employees are treated during employment, without regard to their race, sex, color, religion, ancestry, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. APPLICANT shall post in conspicuous places, available to employees for employment, notices to be provided by STATE setting forth the provisions of this Fair Employment section. 2. APPLICANT will permit access to the records of employment, employment advertisements, application forms, and other pertinent data and records by the State Fair Employment and Housing Commission, or any oi:her agency of the State of California designated by the awarding authority, for the purposes of investigation to ascertain compliance with the Fair Employment section of this Agreement. 3. Remedies for Willful Violation: a) The State may determine a willful violation of the Fair Employment provision to have occurred upon receipt of a final judgment to that effect from a court in an action to which APPLICANT was a party, or upon receipt of a written notice from the Fair Employment and Housing Commission that it has investigated and determined that the APPLICANT has violated the Fair Employment Practices Act and had issued an order, under Labor Code Section 1426, which has become final, or obtained an injunction under Labor Code Section 1429. b) For willful violation of this Fair Employment Provision, STATE shall have the right to terminate this Agreement either in whole or in part, and any loss or damage sustained by STATE in securing the goods or services hereunder shall be borne and paid for by APPLICANT and by the surety under the performance bond, if any, and STATE may deduct from any moneys due or the thereafter may become due to APPLICANT, the difference between the price named in the Agreement and the actual cost thereof to STATE. Page 15of17 EEM-2010(035) EXHIBIT D-1 AGREEMENT EXHIBIT C - SAMPLE OF EEM INVOICES (Prepare On Applicant's Letterhead) Date of Invoice (For all Invoices) Department of Transportation Billing No.:1,2,or Final Division of Local Assistance Invoice No:Local Agency's Invoice No. Name,District Director Project Completion Date: Final Date or District Local Assistance Engineer "Ongoing"(if not final) Tax Identification# Street Number County: County Name City,CA Zip Code Project Location Attn:District EEM Coordinator Advantage ID Reimbursement for Environmental Enhancement and Mitigation(EEM)funds is claimed pursuant to State Project No. EEM-20XX(XXX),Applicant State Agreement No. ,Agreement date Description of work covered by this invoice: Preliminary Construction Acquisition and Construction Engineering Engineering Incidentals Total Costs to Date** Less:Nonparticipating Costs to Date Total State Participating Costs to Date Reimbursement Ratio Total Reimbursement Less:Amount Claimed on Previous _ invoice Amount this Invoice Total Amount this Invoice **Note: The State will make the payment(s)on a reimbursement basis of its proportionate share of actual costs incurred on the project to date after expenses and debts have been paid by the applicant;timesheets,mileage logs, invoices, receipts, cancelled warrants,and other documents as applicable are required by the State as supporting documentation prior to each reimbursement. I certify that the work covered by this Invoice has been completed in accordance with approved plans and specifications;the costs shown in this Invoice are true and correct;including retention as reflected above,is due and payable accordance with the terms of the agreement. Signature,Title and Unit of Local Agency Representative Phone No. Contact Name(for questions about this invoice) Phone No. Page 16 of 17 EEM-2010(035) EXHIBIT D-1 AGREEMENT EXHIBIT D - FINAL PROJECT EXPENDITURE REPORT (Prepare On Applicant's Letterhead) Name, District Director Department of Transportation Street or P.O. Box City,CA,Zip Code Attention:Name, District Local Assistance Engineer Final Project Expenditure Report Description/Location o F Work: Project Completion Date: Expenditure Authorization: Project Number: State-Local Entity Agreement Number: State Funds Allocated: Expenditure Incurred: Total$ A. Payment to Contractor (Attach final pay estimate) B. Other Project Costs: Preliminary Engineering Construction Engineering Any Additional Construction Right of Way(Capital and Support) C. Liquidated Damages D. Outstanding Contractors Claims E. Others (spec) Sources and Amounts of Additional Funds Used: State Funds Allocated But Not Used: CERTIFICATION I hereby certify that: To the best of my knowledge and belief,the infonnation in this report is a true and accurate record of project costs. The work was performed in accordance with the CTC approved scope and state funding for the project. Title and Unit of Local Agency Representative PROJECT VERIFICATION: This verification of completion also constitutes approval to pay costs shown in the Final Invoice included in the Report of Expenditures. I have reviewed the job site and found the project completed in accordance with the scope and description of the project authorization document. District Local Assistance Engineer Date: Page 17 of 17 EEM-2010(035) CITY OF P.O. # / 14o ` AGREEMENT BETWEEN CITY OF CUPERTINO AND SSA LANDSCAPE ARCHITECTS, INC. FOR PROFESSIONAL SERVICES FOR CUPERTINO STEVENS CREEK CORRIDOR PARK AND RESTORATION PHASE 2 THIS AGREEMENT is made and entered into this Z-1 4 day of 4 U u5+ , 2011 by and between the City of Cupertino, a municipal corporation, hereinafter referred to as CITY and SSA Landscape Architects, Inc., hereinafter referred to as CONSULTANT. RECITALS WHEREAS, CITY desires to obtain design consultant services for Stevens Creek Corridor Park and Restoration Phase 2, (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 SSA Landscape Architects, 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 August 19, 2011 and continue through February 28, 2012. In the event that the Services called for under this Agreement are not completed within 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 One Hundred Twenty Five Thousand Dollars and No Cents ($ 125,000.00) for Basic Services and Reimbursable Expenses. An Additional Services allowance of Fifteen Thousand Dollars and No Cents ($ 15,000.00) is also included for potential Services that would exceed the basic scope. Such Additional Services shall only be performed upon advance written authorization by CITY. Total Fees shall not exceed One Hundred and Forty Thousand Dollars and No Cents ($ 140,000.00). 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 be representative of CITY for all purposes under this Agreement. The Park Restoration and Improvement Manager, 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 Projeci. Manager designee shall be subject to the prior written acceptance and approval of the City Project Manager. The designated CONSULTANT Project Manager shall be Steve Sutherland. Agreement SSA Landscape Architects, Inc. 2 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 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 Agreement SSA Landscape Architects, Inc. 3 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. 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', 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 two million dollars ($2,000,000.00), combined single limit for any one occurrence. Agreement SSA Landscape Architects, Inc. 4 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.) CONSULTANT shall also provide aggregate limits per project 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. Agreement SSA Landscape Architects, Inc. 5 Section 12. Nondiscrimination CONSULTANT shall not discriminate, in any way, against any person on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin in connection with or related to the performance of this Agreement. Section 13. Termination 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 of all reports, documents, and other work performed by CONSULTANT under this Agreement, and upon receipt thereof, CITY shall pay CONSULTANT for Services performed and reimbursable expenses incurred to the date of termination. Section 14. 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. Agreement SSA Landscape Architects, Inc. 6 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 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, Agreement SSA Landscape Architects, Inc. 7 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 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 of this 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: Gail Seeds Park Restoration and Improvement Manager City of Cupertino Agreement SSA Landscape Architects, Inc. 8 10300 Torre Avenue Cupertino, CA 95014 408 - 777 -1334 Gails@ Cupertino.org To CONSULTANT: Steve Sutherland SSA Landscape Architects, Inc. 303 Potrero Street, Suite 40 -C Santa Cruz, CA 95060 813 - 459 -0455 Steve @ssala.com 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 enforce the terms of this Agreement or arising out of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with such an action from the other party. Section 26. Electronic Transmission of Information From time to time, 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 Agreement SSA Landscape Architects, Inc. 9 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. Section 27. Dispute Resolution Any dispute related to the Services hereunder shall be resolved by the parties pursuant to applicable law. Agreement SSA Landscape Architects, Inc. 10 P.O. # S - 7 440 WITNESS THE EXECUTION HEREOF on the day and year first herein above written. APPROVED AS TO FORM: CITY OF CUPERTINO r a municipal corporation City orney, Carol Korade dateg - Z 4 / -4/ or of Public Works, Timm Borden �` -/ d Q ,� Attest: e-! 1 C L' z _ � date a"--Z —ll oftity Clerk, Kimberly Smith NOTARY PUBLIC CERTIFICATION 10300 Torre Avenue Cupertino, CA 95014 State of California 408 - 777 -3223 S e" Co ty gf CONSULTANT On _d marl,„ / y 2j k ( , before SSA Landscape Architects, Inc. me, CvI'„ , 5c Notary Public, personal ,y appear3d 51 - --0A1 t f t,2 L1 .11_044 By who proved to me on the basis of �/� satisfactory evidence to be the person (p') �1 whose name (6 is / are subscribed to the Date: , 2011 within instrument and acknowledged to me that he / s16 / thK executed the same in his /1194‘ / tht: capacity (ids), and that Name: Steve Sutherland by his / hey/ th(r signature (Jon the Title: P instrument the person (0 or the entity upon behalf of which the person (,s1 acted, executed the instrument. Tax I.D. No.: 77- 0308064 I certify under PENALTY OF PERJURY 303 Potrero Street, Suite 40 -C under the laws of the State of California Santa Cruz, CA 95060 that the foregoing paragraph is true and 831- 459 -0455 correct. WITNESS my hand and official seal. Account Number: 427 - 9134 -9300 J c LOLA Contract Amount: $ 140, 000.00 ( - �J C V' /II Signature of Notary Public GRACE SCHMIDT Commission #t 1923164 Agreement Notary Public - California I SSA Landscape Architects, Inc. 11 i'f • f Same Clara County Comm. sea Fab 21 2015 „ r/r)4 4 L it; c9 X tninal CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 1 State of California / i 9 1. County of SANTA cLA RA _ i A On AvUVsT 2...4 1 20 1, bef me, K \2ST P-ENCE SQcARU VA t,lor - At -y Pvg(i c , Date Here Insert Name and Title of the Officer * 9 personally appeared - N-k M P, oR_ D E r' J Name(s) of Signer(s) w proved to me on the basis of satisfactory S evidence to be the person;(srwhose name : 0: re g subscribed to the within instrument and acknowledged to„ me that( she /they executed the same in her /their authorized capacity(jes), and that by (her /their signatures) on the instrument the persort.(s), or the entity upon behalf of which the 3 person acted, executed the instrument. I certify under PENALTY OF PERJURY under the P „,..�Q KIRSTEN RENEE SOUARCIA laws of the State of California that the foregoing 1 _ Commission 1906898 P. ,4 #t t- ., ,a z paragraph is true and correct. Notary Public - California I 1 r. % Santa Clara County V My Comm Expires Oct 4, 2014 WITNESS my hand and official seal. c . ?) Signature: - -_ I Place Notary Seal Above Signature of Notary r.iic i r, OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. C Description of Attached Document S i -u ( K coq Pfd P AN0 1zes Ta2tt-Tr P[.EkS E z Title or Type of Document: AG ET_/-t#lt - I GS LANf_)SCAPE kC(-( OF cu PER t Document Date: EW&ruST 24 ( 2-0t 1 Number of Pages: \ r Signer(s) Other Than Named Above: S'rEV Cu \EFZ1_o4nlO >> • Capacity(ies) Claimed by Signer(s) >> Signer's Name: Signer's Name: i ❑ Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): > ❑ Individual RIGHT THUMBPRINT [1 Individual RIGHT THUMBPRINT OF SIGNER OF SIGNER ❑ Partner — ❑ Limited ❑ General Top of thumb here [1 Partner — ❑ Limited ❑ General Top of thumb here >> ❑ Attorney in Fact [1 Attorney in Fact ❑ Trustee El Trustee >> C. ❑ Guardian or Conservator El Guardian or Conservator >> ❑ Other: [1 Other: ; • Signer Is Representing: Signer Is Representing: >> © 2010 National Notary Association • NationalNotary.org • 1- 800 -US NOTARY (1- 800 -876 6827) Item #5907 ie , EXHIEIIT A SCOPE OF SERVICES For Design Services for Stevens Creek Corridor Park and Restoration Phase 2, Project 9134 August 2011 Introduction Working with staff of the City of Cupertino (hereinafter "CITY "), SSA Landscape Architects, Inc. (herein after "SSA ") will complete the following phases of work: Phase One - Schematic Design SSA will prepare designs and plans for the implementation of the Steven's Creek Corridor Park and Restoration Phase 2 as master planned by the CITY and as described below. SSA will at as the Prime Consultant for this project and will subcontract with the following sub - consultants: Civil and Structural Engineering — Mesiti- Miller Engineers (herein after "MME ") Hydrology — Balance Hydrologics, Inc. (herein after "BHI) Electrical Engineering — Fehr Engineering Restoration Ecologists — H.T. Harvey (herein after "HTH ") Geotechnical Engineering — Cotton, Shires & Associates Topographic Survey — Baseline Land Surveyors Underground Locators — Sub - Dynamic Locators Throughout the project, SSA and its sub - consultant team will coordinate with other consultants hired by the City as described below. The following consultants, if necessary, will be retained Ey the CITY: Environmental Planning Consultant Archaeologist/Cultural Resources Wildlife biologist Golf Course Consultant Arborist SSA shall prepare a design that is estimated to meet CITY's const ruction budget. Should the estimate exceed the budget at any milestone, SSA and CITY shall confer to determine a course of action which may include scope reduction, material modifications, use of bid alternates, or other solutions. The scope is expected to include one to three bid alternates to optimize use of available funding. Alternates will be jointly' identified as early in the design process as feasible to maximize efficiency of design services. Major design elements include but are not limited to: • New trail from Blackberry Farm trail terminus to Stevens Creek Boulevard and Golf /Blue Pheasant parking lot • Trail protective fencing for sections along golf course • New clear -span bridge across creek for pedestrians, bicycles and maintenance vehicles • Reconfiguration of Golf /Blue Pheasant parking lot to provide additional stalls • Revisions to Stevens Creek Boulevard frontage to provide bus drop -off and pickup area • New crosswalk on Phar Lap and on Stevens Creek Blvd. with associated safety lighting/signage • Plantings and irrigation at trail heads, bridge crossing, and native plantings at creek banks re- alignment areas • Trailside amenities Exhibit A: Scope of Work Stevens Creek Trail Phase 2 Page 2 of 4 Among the design goals and site constraints are the following: • Accommodate desired future use of Stocklmeir parcel as an educational and historical site with a "working legacy farm" and orchard • Be compatible with the Phase 1 trail, Blackberry Farm park, and McClellan Ranch park • Identify design and construction methods and timing that minimize concerns of and involvement by regulatory agencies due to presence of protected wildlife species and natural resources • Address flood plain considerations • Be compatible with any golf course re- design • Minimize impacts on neighbors • Address staging and access constraints • Meet requirements of CEQA documents • Meet requirements of regulatory and permitting agencies • Meet requirements of outside funders including Santa Clara Valley Water District • Protect creek channel, wildlife and habitat values • Protect significant trees and orchard trees • Protect water quality Phase One — Schematic Design — 35% a. Coordinate with the surveyor, underground locators and USA underground to collect additional information required by the project team. b. Coordinate with the Geotechnical Engineer in the completion of borings and geotechnical report related to bridge abutments and trail profile. c. Prepare an initial Schematic Design Plan (25 %) based on the approved Master Plan and creek re- alignment diagrams, focusing on trail alignment and bridge placement. Identify preferred location for new bridge. Provide three conceptual trail alignment alternatives, and identify locations for a potential footpath/overlook area, as consistent with CEQA and permitting requirements and creek restoration goals. Assist City in evaluating the alternatives. The following plan information will be included: a. Cover Sheet b. Existing Conditions Plan c. Schematic Site Plan d. Schematic Layout Plan e. Schematic Construction Details d. Provide civil engineering and hydrological engineering for 25% design submittal package. e. Prepare an order -of- magnitude cost estimate for project as designed including general conditions, inflation, escalation and all soft costs. f. Present schematic plan and cost estimate to CITY at a meeting and collect feedback and direction on desired refinements. g. SSA will prepare minutes from the above meeting outli ling action items and direction from CITY. h. Collaborate with City to develop a list of locally - native plants to be contract -grown for project. i. Revise Schematic Design plans to 35 %. This will include trail surfacing material and construction recommendations. Exhibit A: Scope of Work Stevens Creek Trail Phase 2 Page 3 of 4 j. Provide civil engineering support as needed, including tasks such as: input on bridge placement, trail alignment, grading and drainage approach, establishment of criteria for geotechnical services, collaboration with geotechnical engineer to evaluate drainage techniques such as pervious pavements and infiltration facilities; consult regarding bridge abutment and supports for protective fencing design criteria; provide assistance in selection of pre - engineered bridge type and associated criteria; provide construction cost estimating. k. Provide hydrological engineering as needed, including tasks such as: prepare 25% design submittal package; prepare cost estimate; prepare 35% schematic design submittal package anticipated to include demolition plan, clearing and grubbing plan; dewatering plan; grading plan; profile; sections; fishery elements details; and post project erosion control plan (for creek portions of project): reconfirm geomorphic stability calculations completed with Phase 1 work; develop a preliminary 2D hydraulic and sediment transport analysis to assist in details of creek design including cross section geometry, slope, floodplain elevation, locations of bed stabilization structures, locations of bank stabilization structures, and locations of fish habitat elements. Provide geomorphic stability calculations to confirm or refine the proposed riffle -pool elements and floodplain layout. Analyze the proposed design the the 2 -D modeling to further refine it to reflect the modeling results. Use existing Phase 1 HEC -RAS model results to establish upstream and downstream boundary conditions for the 2 -D analysis. Run the previously used 2 -year hydrograph (to establish approximate bank full dimensions) and 10 -year hydrograph (to assess conveyance through the widened creek corridor) through an unsteady state model. Provide hydraulic and sediment transport analysis as needed to assist in analyzing design concepts for areas prone to erosion, deposition and fish functionality. Based on modeling analyses, improve existing designs as needed and as to support permitting review and goals to improve habitat and support a thriving steelhead population. Provide results of analyses to project team for comment and consensus. Document the preliminary calculations, preliminary analyses and preliminary layout in a memorandum including the preliminary geomorphic calculations, preliminary hydraulic modeling results, preliminary plan view of channel and floodplain layout. I. Prepare illustrative drawings for CITY presentation to Parks and Recreation Commission, City Council, and/or project stakeholders. Illustrative drawings will include colored plan view(s) and one or two section elevations. m. Allow three (3) Schematic Design Plan presentations to stakeholder groups per CITY direction and collect feedback for the Design Development Phase. Illustrative drawings and presentation above may be shifted to a different phase as needed for the input process. n. Throughout the Schematic Design Phase, SSA shall provide exhibits and documents as needed to support agency reviews and permitting efforts to be led by CITY. Permits and approvals are anticipated to be needed from California Department of Fish and Game; Santa Clara Valley Water District; Cupertino Sanitary District; San Jose Water Company; and Regional Water Quality Control Board/State Water. o. Provide quality assurance /quality control throughout. Fee Proposal The fees for the above scope of work tasks are as follows: Phase One - Schematic Design $125,000.00 Including Reimbursable Expenses Additional Services Allowance $15,000.00 Total Proposed Fees Phase One $140,000.00 These services are proposed to be provided on a not to exceed hourly basis based on the hours and rates on the attached estimated fee spreadsheet. Fees will be billed monthly based on the actual effort in each task. Should it be determined that Exhibit A: Scope of Work Stevens Creek Trail Phase 2 Page 4 of 4 some tasks are not required or do not require the estimated effort., fees for that phase or task may be used by mutual consent for other tasks in other phases that require more effort than estimated. Individual Meeting Rates Should additional meetings be required, the following rates will be used depending on attendees. It is assumed that the meeting will be held in Cupertino, and last a total of 2 hours. These rates include travel time and expense. SSA (2 attendees) $1,062.00 Mesiti -Miller (1 attendee) $715.00 Balance Hydrologic (1 attendee) $935.00 H.T. Harvey (1 attendee) $710.00 Schedule Services shall commence immediately, and shall be completed per the attached preliminary schedule. Services to be Provided by the CITY 1. Procurement of services for consultants listed under project understanding to be contracted directly with the CITY. 2. CITY review, comment and direction as requested by SSA. 3. Coordination and administration of reviews and approvals by internal and external jurisdictional agencies. 4. Assessment of orchard tree health if needed. Reimbursable Expenses Included in the FEE PROPOSAL is an allowance for reimbursable expenses such as plotting, printing and reproduction, shipping and postage, all of which will be provided per the attached "SSA Rate Schedule ". Billings will be submitted on or around the 25 of each month based on the actual reimbursable expenses incurred for the previous month. Exhibit B: Compensation Stevens Creek Corridor Park & Restoration Phase 2 Page 1 of 1 EXHIEIIT B COMPENSATION for Design Services for Stevens Creek Corridor Park and Restoration Phase 2, Project 9134 August 2011 Phase One — Schematic Design — 35% The fees for the scope of work tasks described in Exhibit A are as follows: Phase One - Schematic Design $125,000.00 Including Reimbursable Expenses Additional Services Allowance $15,000.00 Total Proposed Fees Phase One $140,000.00 The services are proposed to be provided on a not to exceed hourly basis based on the hours and rates on the 2011 rate schedule. Fees will be billed monthly based on the actual effort in each task. Should it be determined that some tasks are not required or do not require the estimated effort, fees for that phase or task may be used by mutual consent for other tasks. Reimbursable Expenses Included in the fee is an allowance for reimbursable expenses such as plotting, printing and reproduction, shipping and postage, which will be provided per the attached "SSA Rate Schedule ". Billings will be submitted on or around the 25' of each month based on the actual reimbursable expenses incurred for the previous month. Exhibit C: Schedule Stevens Creek Corridor Park & Restoration Phase 2 Page 1 of 1 EXHIEIIT C SCHEDULE for Design Services for Stevens Creek Corridor Park and Restoration Phase 2, Project 9134 August 2011 Phase One — Schematic Design to 35% Tasks shall be completed as follows: Submit conceptual alternatives for trail alignment & footpath/overlook Sept. 12, 2011 Provide support for public input meetings Sept — Oct.2011 Submit 25% design submittal Oct. 1, 2011 Submit 35% design submittal Nov. 4, 2011