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12-008 Consultant Servics, Degenkolb Engineers, Structural Plan Review of the Proposed New Apple Headquarters Complex AGREEMENT BETWEEN THE CITY OF CUPERTINO AND DEGENKOLB ENGINEERS FOR CONSULTANT SERVICES FOR STRUCTURAL PLAN REVIEW OF THE PROPOSED NEW APPLE HEADQUARTERS COMPLEX THIS AGREEMENT, for reference dated January 19, 2012, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and , a Degenkolb Engineers, a California corporation whose address is 2.35 Montgomery Street, Suite 500, San Francisco, CA 94104-4207 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge-to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for upon the terms and conditions herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on January 19, 2012, and shall terminate on June 30, 2012, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT: Consultant shall be compensated for services performed pursuant to this Agreement in the amount set forth in Exhibit "B" which is attached hereto and incorporated herein by this reference. Payment shall be made by checks drawn on the treasury of the City,to be taken from the 110-2211 fund (BS 15568). 4. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 1 5. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 6. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 7. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 8. HOLD HARMLESS: Indemnification: 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 the 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, whether physical, emotional, consequential or otherwise, to the extent caused by the Consultant's willful misconduct or negligent performance of this Agreement by 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 agrees 2 to defend the City, as described herein, and once the Claim (e.g., liability, claim, action, causes of action, or demands) is resolved, by settlement or judgment, Degenkolb will be promptly and proportionately reimbursed by the City for the cost of defending the claim (inclusive of expert fees), for the proportion of the claim which has been determined to be caused by the City's willful misconduct or negligent performance under this Agreement as determined by the court or settlement. 9. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 10A, B, C, D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property Damage: $1 00,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $1.00,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the 3 professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance and Worker's Compensation insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 10. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 11. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. 4 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 12. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 13. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 14. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred t:o as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 5 15. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 16. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Albert Salvador • All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Degenkolb Engineers Attn: John A. DalPino 235 Montgomery Street, Suite 500 San Francisco, CA 94104-4207 17. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of 6 such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 18. COMPLIANCE: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 19. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 20. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 21. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 22. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 22. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 7 23. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CONSULTANT C:[TY OF CUPERTINO A unicipal Corporation V YC' De.enkolb En.'veers )II)L� (. ( By 4I • By Albert Salvador Title t4A l or '(I Vll�r� Title Bgildin yfficial Dat- Date 1 f, RECOMME P D FOR APPROVAL: s'd_44 By: Aarti Shrivastava Title Community Development Director APPROVED AS TO FORM: Caro orade, City Attorney ATTEST: _ 6J1k Kirnbcily 31ith, City Clerk, itc-thi 6 u_e_Sckr, ± 8 EXHIBIT A San Francisco 1 Degenkolb Los Angeles Portland Oakland San Diego October 10, 2011 Seattle Mr. Albert Salvador Building Official City of Cupertino 10300 Torre Avenue Cupertino, California 95014-3255 Re: Structural Plan Review New Apple Headquarters Complex Cupertino, California [Degenkolb Job Number B1104021.00] Dear Albert: We are pleased to be able to offer our structural engineering services for plan review services for the new Apple Headquarters Complex in Cupertino. We understand that you intend to handle a large part of the plan review process yourselves or with other consultants, and that our review tasks are limited to the seismic systems of the office building and the theater entrance structure, both of which are to be base isolated and may include components such as shock transmission units(STUB). Therefore, our services will focus on the portions of the seismic force-resisting systems that are nontraditional and/or require an alternative means of compliance. The office building is to be ring-shaped in plan with a precast concrete frame superstructure atop a base isolation system supported at the top of a large underground parking garage. The theater entrance structure is to be a glass box. The review will be on an as-agreed basis, but may include some or all of the following: design criteria, peer review materials and correspondence, seismic analysis and ground motions, base isolation system and STU design, early procurement packages and construction documents, specifications,test results, and the overall seismic load path. As the project already has an independent peer review panel, we intend to focus on ensuring that the design satisfies the code requirements, or the equivalent performance level intended by the code. We will work to ensure that the interests of the City of Cupertino are well presented as the project moves rapidly forward. We are very familiar with this project so we will be able to get right to work. We understand that the design development phase is already underway and that the construction documents phase will finish in June 12, with intermediate packages along the way. We envision that if s the design team stays on schedule we will be able to finish our work by the summer of 2012. [ 600 Degenkolb Engineers o 'n 235 Montgomery Street San Francisco,California 94104-4207 w 392 6952 phone v 981 3157 fax 4Degenk©Ib October 10, 2011 Page 2 Scope of Work Based on our discussions with you,we envision two primary work tasks: 1) attendance at and participation in the peer review process between the engineer of record (Arup)and the project peer reviewer(Forell/Elsesser Engineers), and 2) formal plan review of the base isolation and seismic system presented in select construction document packages, or portions thereof, potentially including up to two (2) back-check cycles as required. Regarding the peer review process, we will attend the meetings (in-person locally, or via telephone or video conference if remote), review the flow of information between the design team and the peer reviewer, and provide our own comments when appropriate to ensure compliance of the design with the building code. In essence, we will be providing plan review comments on an on-going basis. It would be beneficial if the design team also provided timely responses and incorporated changes to their documents on an on-going basis. Regarding the plan review, we understand that the design team is planning multiple document packages for the structural system (foundations and substructure, base isolators, and super- structure). Therefore, each of our tasks will be tailored to the fast-tracked nature of the design process. Compared to a typical project, it has been our experience that phased plan reviews can be less efficient than a normal plan review if the design team makes changes that impact previously submitted documents. As noted above, we understand that you would like us to focus on the seismic system only, with particular emphasis on the base isolation system, design criteria, ground motions and the overall seismic load path. As you mentioned to us, you plan to contract separately for the other aspects of the structural plan review including the gravity system, exterior appendages and cladding, secondary structures, elevators, stairs. and the seismic anchorage and bracing of non-structural components and MEP systems. We will direct all correspondence to you and will only communicate directly with the design team or peer review team with your prior agreement and/or participation. We expect all of our comments to be issued directly by the City of Cupertino, or for the City to indicate their concurrence with the comment in the plan review log. We understand that the office building ring will consist of eight(8) sectors that will be essentially identical in overall design, but with some differences to suit the functional use of the space. Due to this uniformity, we expect that we can focus our plan review efforts on the most typical sector and then review the remaining seven sectors for structural aspects which are different and require further review. Unless directed otherwise, we will not focus on the precast concrete frame, except as it participates in the seismic system and the flow of lateral forces. We would be pleased to expand our work scope to the precast frame for additional fee. AC_)_e_genkolb October 10, 2011 Page 3 Proposed Project Team John Dal Pino, Senior Principal, will act as Principal-in-Charge and Plan Reviewer. John has nearly 30 years of experience. Particularly, John has extensive experience with design in regions of high seismicity for buildings in the electronics and high technology industry, peer review, and plan review for DSA and OSHPD. His other work at Degenkolb involves the seismic evaluation and retrofit of existing buildings, with a focus on the development and implementation of seismic programs for our clients who own large inventories of buildings, particularly for high tech clients. Mark Sinclair, Principal in Degenkolb's New Technology Group, will be the primary Plan Reviewer of the Base Isolation system. Mark is advancing the firm's use of the latest engineering technology such as seismic isolation, energy dissipation, building instrumentation, and isolated raised access floors for data centers. By combining these technologies with advanced computer analysis techniques, he works toward providing clients with higher performing buildings at reduced construction cost. In particular, he has over 15 years of experience in research, design, testing, and supply of seismic isolation and energy dissipation systems. David Bonneville, Senior Principal, will also assist. He has over 30 years of experience in structural analysis and design of buildings and other structures. Long-term clients include Hewlett-Packard, Intel, Western Digital,the California Department of General Services and the General Services Administration. David has been an active contributor to the seismic code development process in California and nationally. He is the past Board Chair of Building Seismic Safety Council and currently is a member of the ASCE 7 Seismic Task Committee, and Chair of the Provisions Update Committee. He is past Chair of the SEAOC Seismology Committee, past Chair of the Code Advisory Committee for NCSEA, and past President of SEAONC. David is Chair of the Structural Design/Lateral Forces Advisory Committee for the California Building Standards Commission. Jim Malley, a Senior Principal and Degenkolb's Vice President of Engineering, will also assist. A leader in structural engineering, Jim was the Project Director for Topical Investigations of the SAC Joint Venture Partnership. Funded by FEMA,this team of professionals from the Structural Engineers Association of California, the Applied Technology Council, and California Universities for Research in Earthquake Engineering investigated the problem with steel moment frame connections revealed in the Northridge earthquake. SAC has published guidelines on how to design, inspect, evaluate, and repair steel moment frame connections. This position reflected his nationally recognized expertise in the seismic design of steel structures. Jim is the 2011 NCSEA President. In addition to John, Mark, David, and Jim,we will have additional staff engineers (registered Professional Engineers in California)perform review work in the plan review phase. Ap_egenkolb October 10, 2011 Page 4 Corporate Background and Plan Review Experience Established in 1940, Degenkolb Engineers is the nation's oldest, largest and most experienced earthquake engineering firm with an expansive structural engineering practice. The firm is distinguished by the use of the latest analytical techniques, regular employment of performance-based design principles, and the ability to express complex technical issues in ordinary language. The staff is directly involved in technical innovation through participation in the development of seismic codes and evaluation guidelines. We have led or participated in the development of every U.S.-based seismic code in use today. As leaders in building code development and seismic engineering, Degenkolb Engineers are uniquely qualified to provide plan check to clients who want assurance that the structural designs they receive are safe, complete, and cost-effective. We are very familiar with the plan check review process and have extensive knowledge of applicable and related codes and regulations. Withiin the last 10 years,we have performed over 50 plan reviews for organizations such as the Division of the State Architect(DSA), the Office of Statewide Health Planning and Development(OSHPD) and the Presidio Trust(San Francisco). The Presidio Trust work involved a number of new and existing concrete buildings, including the Lucas Films Digital Arts Center. Degenkolb Engineers has been providing consulting services to local agencies since our inception in the 1940s. Examples include: City of San Francisco, City of Palo Alto, City of Berkeley, City of San Jose, and City of Napa. Compensation and Assumptions We propose to provide our services on an hourly basis (inclusive of reimbursable expenses) in accordance with our Structural Engineering Services, General Conditions and Compensation, a copy of which is attached. We estimate our total fee to be$141,035. We will not exceed this amount without your prior authorization. The fee is shown in the attached worksheet by task. It is assumed that invoicing will be monthly on an hourly basis. The proposed hourly rates are good through calendar year 2012. We have assumed sixteen (16)peer review meetings, basically one every two weeks from now through the end of the construction documents phase, which we understand is to be completed in June 2012. If the number of such meetings exceeds this number, we propose to bill for each additional meeting and associated work at$2,850 per meeting. We propose to perform the review of the main construction document packages on an as- agreed basis and will provide a fee estimate for each major package as they are supplied within the total fee estimate noted above. 1 Degenkolb October 10, 2011 Page 5 Our proposal is based on the assumption that our services would be performed solely for the City's benefit and that nothing in our contract would create a contractual relationship with or a cause of action in favor of a third party against us. As our services would be performed on behalf of a governmental body,the City of Cupertino, we assume that we would be immunized from liability, with respect to third-party claims,to the extent such immunity would be available if such services were performed by employees of the City. If you find the terms of this agreement acceptable, please sign below and return one copy to us for our files. Please contact us if you would like to discuss this proposal should you have any questions or if adjustments are desired. Very truly yours, DEGENKOLB ENGINEERS K. Mark Sinclair ohn A. Dal Pino Principal Senior Principal ACCEPTED: City of Cupertino BY: DATE: REFERENCE NUMBER: This proposal is valid for 60 days. Please advise us immediately if an extension is necessary. KMS/JAD/bw attachment P:\project.B01\104\B1104021.00\Pro.Fee\Locked\I I1010pro apple headquarters seismic plan review fmal.doc Degenkolb Engineers EXHIBIT B Job: Apple Headquarters Complex Project Plan Review of Seismic System Cupertino,CA Client: City of Cupertino Date: October 10,2011 Hours by Position Task Senior Principal Design Principal Engineer 1) Peer Review Meetings a) Attend peer review meetings 6 b) Review written comments,criteria and drawings 1 2 c) Assess code implications and provide comments 1 2 Hours 2 10 0 Hourly Rate $250 $235 $160 Fee by Position $500 $2,350 $0 Sub-Total Degenkolb Fee per Meeting $2,850 Anticipated Number of Meetings by Phase Design Development Phase 4 Construction Documents Phase 12 Total Degenkolb Fee for Peer Review Meetings $45,600 2) Formal Plan Review--Office Building Generation of Comments for Typical Sector--Sector 1 a) Diaphragms and Connections(above grade) 1 1 8 b) Shear Walls and Connections(above grade) 2 2 16 c) Chords and Collectors 1 1 8 d) Base Isolators and Supports 2 8 24 e) Diaphragms and Connections(below grade) 1 1 8 f) Shear Walls and Connections(below grade) 1 1 16 g) Lateral Drift 1 2 8 Hours 9 16 88 Hourly Rate $250 $235 $160 Fee by Position $2,250 $3,760 $14,080 Sub-Total Degenkolb Fee for Sector 1 $20,090 P:\project.B01\104\B1104021.00\Pro.Fee\Locked\111010fee apple headquarters seismic plan review final.xls Page 1 of 2 Degenkolb Engineers Job: Apple Headquarters Complex Project Plan Review of Seismic System Cupertino,CA Client: City of Cupertino Date: October 10,2011 Generation of Comments for Sectors 2 through 8 h) Additional Time for Sector 2 4 4 24 i) Additional Time for Sector 3 4 4 24 j) Additional Time for Sector 4 4 4 24 k) Additional Time for Sector 5 4 4 24 I) Additional Time for Sector 6 4 4 24 m) Additional Time for Sector 7 4 4 24 n) Additional Time for Sector 8 4 4 24 Hours 28 28 168 Hourly Rate $250 $235 $160 Fee by Position $7,000 $6,580 $26,880 Sub-Total Degenkolb Fee for Sectors 2 through 8 $40,460 3) Formal Plan Review--Theater Entrance a) Diaphragms and Connections(above grade) 1 1 8 b) Shear Walls and Connections(above grade) 1 1 8 c) Chords and Collectors 1 1 8 d) Base Isolators and Supports 1 4 16 e) Lateral Drift 1 2 8 Hours 5 9 48 Hourly Rate $250 $235 $160 Fee by Position $1,250 $2,115 $7,680 Sub-Total Degenkolb Fee for Sector 1 $11,045 4) Back Checks a) Plan Back Check No. 1 --Review and Resolution of Responses 8 8 48 b) Plan Back Check No.2 --Review and Resolution of Responses 8 8 32 c) Final Sign-Off 8 8 Hours 24 16 88 Hourly Rate $250 $235 $160 Fee by Position $6,000 $3,760 $14,080 Sub-Total Degenkolb Fee for Plan Back Checks $23,840 Total Degenkolb Fee $141,035 P:\project.B01\104\81104021.00\Pro.Fee\Locked\111010fee apple headquarters seismic plar review final.xls Page 2 of 2 Form W-9 (Rev.October 2007) Request for Taxpayer Department of the Treasury Identification Number an Give form to the Internal Revenue Service d Certification requester. Do not Name(as shown on your income tax return) Send to the IRS. N DEG=.4140t„g E,Nr menu. m 0. Business name,it different from above c 0 o nc Check appropriate box: �,C P ❑ Individual/Sole proprietor r� ` ❑ Limited liability company. 4a. Corporation ❑ Partnership 0 2 ❑ see I Y Enter the tax classification(D=disregarded entity,C=corporation, (see P.-partnership) ....... Exempt Address(number,street,and apt.or suite no.) P) a0 _ payee 5 MOB 6oM* STrLtt'T Requester's name and address(optional) o City,state,and ZIP code O CO 0. SR,r FR a.tctrcQ 94-i to e, List account number(s)here(optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on Line 1 to avoid Social security number backup withholding. For individuals,this is your social security number(SSN). However, for a resident alien,sole proprietor, or disregarded entity,see the Part I instructions on page 3. For other entities,it is your employer identification number(EIN). If you do not have a number,see How to get a T/N on page 3. Note. r toe account is in more than one name, see the chart on page 4 for guidelines on whose number theater. or Part II Employer identification number Certification _ Under penalties of perjury, certify that: ' Z P 1rY, 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me),I am not subject to backup withholding because: (a)I am exempt from backup withholding, or(b)I have not been notified by Service(IRS)that I am subject to backup withholding as a result:of a failure to report all interest or dividends, or(c) and notified me that I am no longer subject to backup withholding,and Y the Internal 3. I am a U.S. citizen or other U.S. person(defined below). ( ) he IRS has Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject because you have failed to report all interest and dividends on your tax return. For real estate transactions,item 2 does not For mortgage interest aid,acquisition ition payments abando abandonment of secured and dividends, you are I t to retirement property,nd cyou are no of required to sin contributions a an individual you mu t pply provide your correct TIN.See the instructions on page 4. Y e not required to sign the Certification, but you must Sign Signature of Here U.S.person ■ • General Instructions Date ■ \7_,1 S,t t Section references are to the Internal Revenue Code unless Definition of a U.S. person. For federal tax otherwise noted. considered a U.S.person if you are: purposes, you are • An individual who is a U.S. citizen or U.S. resident alien, Purpose of Form • A partnership, corporation, company, or association created or A person who is required to file an information return with the organized in the United States or under the laws of the United IRS must obtain your correct taxpayer identification number IN • to report, for example, income paid to you, real estate ) An estate(other than a foreign estate), or transactions, mortgage interest you paid, acquisition or • A domestic trust(as defined in Regulations section abandonment of secured property, cancellation of debt, or 301.7701-7). contributions you made to an IRA. Use Form W-9 only if you are a U.S. person(including a Special rules for partnerships.Partnerships that conduct a trade or business in the United States are generally required to resident alien), to provide your correct TIN to the person withholding tax on any foreign partners'share of income requesting it(the requester)and, when applicable, to: fro m such business. Further, in certain cases where a Form W-9 1. Certify that the TIN you are giving is correct(or you are has not been received, a partnership is required to presume that waiting for a number to be issued), a partner is a foreign person, and pay the withholding tax. 2. Certify that you are not subject to backup withholding, or Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, 3. Claim exemption from backup withholding if you are a U.S. exempt Cl payee. If applicable, you are withholding certifying if you that as a provide Form avoid it the ing partnership share are of pa your U.S. status and avoid withholding on your share of partnership U.S. person, your allocable share of any partnership income from income. a U.S. trade or business is not subject to the withholding tax on The person who gives Form W-9 to the partnership for foreign partners'share of effectively connected income. purposes of establishing its U.S. status and avoiding withholding Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is conducting allocable tadeaor business in herUnited States ishn the substantially similar to this Form W-9, following cases: • The U.S. owner of a disregarded entity and not the entity, Cat.No.10231X Form �/-9 (Rev. 10-2007) CITY OF CUPERTINO RECEIPT NUMBER: BS000015568 RECEIVED BY: TRACIC PAYOR: APPLE, INC TODAY'S DATE: 12/14/11 REGISTER DATE: 12/14/11 TIME: 14 :10 1 REFUNDABLE DEPOSIT DEGENKOLB-APPLE CAMPUS 2 $155, 138.50 TOTAL DUE: $155, 138.50 CHECK $155,138.50 REF NUM: 0002161642 TENDERED CHANGE $155, 138 .50 $. 00 DEGEENG-01 COSTAM ,d►`co,R° CERTIFICATE OF LIAE3ILITY INSURANCE DAT D/YYYY) 8//28/228/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). i,'ONTACT PRODUCER IgAME: Marie Benjamin IOA Insurance Services-SF PHONE 925 416-7862 FAX 925 416-7869 3875 Hopyard Road,Suite 240 IE-MANo,Ext�: ) (ac,No): ( ) Pleasanton,CA 94588 ,ADDRESS:Marie.Benjamin @ioausa.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:RLI Insurance Company 13056 INSURED iNSURER B:Hartford Fire Insurance Company 19682 Degenkolb Engineers NSURER C:Atlantic Specialty Insurance Company 27154 235 Montgomery Street,Suite 500 :NSURER D: San Francisco,CA 94104 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL-SUBR - POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSR,WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 PSB0004014 9/1/2013 9/1/2014 DAMAGE TO $ 1,000,000 • X COMMERCIAL GENERAL LIABILITY PREMISES S((Ea occurrence) CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 _ POLICY X jE O $ LOC A COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY 1,000,000 (Ea accident) $ • ANY AUTO PSB0004014 9/1/2013 9/1/2014 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS PER ACCIDENT UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 A X EXCESS LIAB CLAIMS-MADE PSE0003068 911/2013 911/2014 AGGREGATE $ 5,000,000 _DED RETENTION$ $ WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER B ANY PROPRIETOR/PARTNER/EXECUTIVE YIN 57WECRQ7359 9/1/2013 9/112014 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE.$ 1,000,000 If yes,describe under _DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,�00,�00 C Professional Liab. DPL264913 9/1/2013 911/2014 Per Claim 5,000,000 C Professional Liab. DPL264913 9/1/2013 9/1/2014 Aggregate 7,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) REF:Structural Plan Review:Apple(Degenkolb#B1104021.00) GENERAL LIABILITY/AUTOMOBILE LIABILITY ADDITIONAL INSURED:The City of Cupertino,its City Council,boards and commissions,officers,employees and volunteers.Waiver of Subrogation applies to Commercial General Liability,Automobile Liability and Workers Compensation Coverage. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Cupertino ca&4m __M 10300 Torre Avenue vwt.l�yl Cupertino,CA 95014-0000 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010105) The ACORD name and logo are registered marks of ACORD Policy Number: PSB0004014 RLI Insurance Company Named Insured: Degenkolb Engineers THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RLIPack® FOR PROFESSIONALS BLANKET ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM- SECTION II—LIABILITY 1. C. WHO IS AN INSURED is amended to include as additional insured under this policy must apply on a an additional insured any person or organization that primary basis, or a primary and non-contributory you agree in a contract or agreement requiring basis, this insurance is primary to other insurance insurance to include as an additional insured on this that is available to such additional insured which policy, but only with respect to liability for "bodily covers such additional insured as a named insured, injury", "property damage" or "personal and and we will not share with that other insurance, advertising injury" caused in whole or in part by you provided that: or those acting on your behalf: a. The "bodily injury" or "property damage" for a. In the performance of your ongoing operations; which coverage is sought occurs after you have b. In connection with premises owned by or rented entered into that contract or agreement; or to you; or b. The "personal and advertising injury" for which c. In connection with "your work" and included coverage is sought arises out of an offense within the "product-completed operations committed after you have entered into that hazard". contract or agreement. 2. The insurance provided to the additional insured by 4. The following is added to SECTION III K. 2. this endorsement is limited as follows: Transfer of Rights of Recovery Against Others to Us — COMMON POLICY CONDITIONS (BUT a. This insurance does not apply on any basis to APPLICABLE TO ONLY TO SECTION II — any person or organization for which coverage LIABILITY) as an additional insured specifically is added by We waive any rights of recovery we may have another endorsement to this policy. against any person or organization because of b. This insurance does not apply to the rendering payments we make for "bodily injury', "property of or failure to render any "professional damage" or "personal and advertising injury" arising services". out of "your work" performed by you, or on your c. This endorsement does not increase any of the behalf, under a contract or agreement with that limits of insurance stated in D. Liability And person or organization. We waive these rights only Medical Expenses Limits of Insurance. where you have agreed to do so as part of a contract or agreement with such person or 3. The following is added to SECTION III H.2. Other organization entered into by you before the "bodily Insurance — COMMON POLICY CONDITIONS injury" or"property damage" occurs, or the"personal (BUT APPLICABLE ONLY TO SECTION 11 — and advertising injury"offense is committed. LIABILITY) However, if you specifically agree in a contract or agreement that the insurance provided to an ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED. PPB 304 02 12 Page 1 of 1 it THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 57 WEC RQ7359 Endorsement Number: Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: DEGENKOLB ENGINEER:); DEGENKOLB ENGINEERS INC. 235 MONTGOMERY ST. STE 500 SAN FRANCISCO, CA 94104 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description BLANKET BLANKET Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A.