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07-104, HNTB Corp. Mary Ave Footbridge (now Don Burnett Bicycle-Pedestrian Bridge AGREEMENT FOR DESIGN, PROJECT, AND CONSTRUCTION ADMINISTRATIVE SERVICES BETWEEN THE CITY OF CUPERTINO AND HNTB CORPORATION, A DELAWARE CORPORATION, FOR THE MARY AVENUE BICYCLE FOOTBRIDGE PROJECT THIS AGREEMENT is made and entered into this 215t day of August, 2007 by and between the City of Cupertino, a municipal corporation, hereinafter referred to as CITY, and HNTB Corporation, a Delaware Corporation, hereinafter referred to as CONSULTANT. RECITALS WHEREAS, the CITY OF CUPERTINO desires to obtain Design, Project, and Construction Administration services for the Mary Avenue Bicycle Footbridge Project; and WHEREAS, HNTB Corporation has the necessary professional expertise and skill to perform the Design, Project, and Construction Administration services required. NOW, THEREFORE, the purpose of this Agreement is to retain HNTB Corporation as a consultant to the CITY to perform those services specified in Exhibit A of this Agreement. THE PARTIES HEREBY AGREE AS FOLLOWS: Section 1. Scope of Services. CONSULTANT, as Engineer of Record, shall perform those services specified in detail in Exhibit A, entitled "Scope of Services", which is attached hereto and incorporated herein. Section 2. Term of Agreement. The term of this Agreement shall be from August 21,2007, and continue through June 30, 2009, inclusive, subject to the provisions of Exhibit A of this Agreement. In the event that the services called for under this Agreement are not completed within the time specified above, the City Manager may extend the time for completion. This section does not preclude the recovery of damages for delay by either party. Section 3. Schedule of Performance. The services of CONSULTANT are to be completed according to the schedule set out in Exhibit B, entitled "Schedule of Performance", which is attached hereto and incorporated herein. CONSULTANT is not responsible for delays beyond CONSULTANT'S reasonable control. For the purposes of this Agreement, such circumstances include, but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war, riots, and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage; judicial restraint; and delay in or inability to , procure permits, licenses, or authorizations from any local, state, or federal agency for any of the supplies, materials, accesses, or services required to be provided by either CITY or CONSULTANT under this BASIC AGREEMENT Agreement. CONSULTANT shall be granted a reasonable extension of time for any delay in its performance caused by any such circumstances. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Section 4. Compensation. The compensation to be paid to CONSULTANT for professional services and reimbursable expenses shall not exceed SEVEN HUNDRED TWENTY-FIVE THOUSAND and 00/100 Dollars ($725,000.00). The rate and schedule of payment is set out in Exhibit C, entitled "Compensation", which is attached hereto and incorporated herein. Section 5. Method of Payment. Upon completion of each task, as specified in Exhibit A, the CONSULTANT shall furnish to the CITY a detailed statement of the services performed for compensation during the term of this Agreement. CONSULTANT may submit monthly invoices for interim progress payments during the course of each phase. The CITY shall make every effort to pay the CONSULTANT within thirty (30) days of its receipt of each of CONSULTANT's monthly invoices. Section 6. IndeJlendent Contractor. It is understood and agreed that CONSULTANT, in the performance of the work and services agreed to be performed by CONSULTANT, shall act as and be an independent contractor and not an agent or employee of CITY; and as an independent contractor, CONSULTANT shall obtain no rights to retirement benefits or other benefits which accrue to CITY'S employees, and CONSULTANT hereby expressly waives any claim it may have to any such rights. Section 7. No Third Party Rhdlts. CONSULTANT'S services under this Agreement are intended for the sole benefit of CITY and CONSULTANT. Nothing in this Agreement shall create any third party rights or benefits. Mary Avenue Bicyde Footbridge Project HNTB Basic Agreement Page 2 of 11 BASIC AGREEMENT Section 8. Proiect Coordination. A. CITY: The City Manager shall be representative of CITY for all purposes under this Agreement. Terry Greene, City Architect, is hereby designated as the CITY PROJECT MANAGER for the City Manager, and shall supervise the progress and execution of this Agreement. Terry Greene, AlA City Architect 10300 Torre Avenue Cupertino, CA 95014 408 777 3248 terrygra2cupertino.org B. CONSULTANT: CONSULTANT shall assign a single CONSULTANT PROJECT MANAGER responsibility for the progress and execution of this Agreement for Tom Potts is hereby designated as the PROJECT MANAGER for to have overall CONSULTANT. CONSULTANT. Thomas Potts Associate Vice President 5 Penn Plaza, 6th Floor New York, NY 10001-1810 2125949717 tpottsra2hntb.com Should circumstances or conditions subsequent to the execution of this Agreement require a substitute CONSULTANT PROJECT MANAGER for any reason, the CONSULTANT PROJECT MANAGER designee shall be subject to the prior written acceptance and approval of the CITY PROJECT MANAGER. Section 9. Assignability / Sub consultants / Employees. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. Neither party shall assign or transfer any interest in this Agreement or the performance of any obligations hereunder, without the prior written consent of the other party, and any attempt by a party to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect provided, however, CONSULTANT may assign its right to payment without CITY'S consent. CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT hereunder. No sub consultant of CONSULTANT will be recognized by CITY as such; rather, all sub consultants are deemed to be contractors of 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 sub consultants, if any, and shall keep the services under its control. If any employee or sub consultant 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 Mary Avenue Bicyde Footbridge Project HNTB Basic Agreement Page 3 of 11 BASIC AGREEMENT improper manner, such employee or sub consultant shall be discharged immediately from the services under this Agreement on demand of the PROJECT MANAGER. Section 10. Indemnification. CONSULTANT agrees indemnify and hold the CITY including its employees and representatives, harmless from and against judgments, losses and expenses, including reasonable attorneys' fees, to the extent caused by the negligent acts, errors or omissions in the performance or non-performance of the CONSULTAN's services under this Agreement. The acceptance of said services and duties by CITY should not operate as a waiver of such right of indemnification. This provision of Section 9 shall survive the term of the Agreement. Section 11. Insurance Requirements. The CONSULTANT shall maintain at all times during the performance of the Agreement the following insurance and endorsements: A. Workers' Compensation and Employer's Liability Insurance: Workers' compensation insurance indicating compliance with State's workers' compensation laws and employer's liability insurance with a minimum of one million dollars ($1,000,000.00) per accident for injury, death or disease to any employee. The policy shall contain an endorsement waiving all rights of subrogation against the CITY, its officers, officials, employees or volunteers. B. Professional Liability, General Liability and Automobile Liability Coverage: 1. Automobile Liability Insurance shall include coverage for bodily injury and property damage for owned (if any), hired and non-owned vehicles and shall not be less than one million dollars ($1,000,000.00), combined single limit for anyone occurrence. 2. Comprehensive or Commercial General Liability Insurance shall include coverage for bodily injury, property damage and personal injury for premises operations, product/completed operations and contractual liability. The amount of the insurance shall not be less than one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) aggregate. (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 negligent acts, errors or omissions and shall not be less than one million dollars ($1,000,000.00) per claim, and one million dollars ($1,000,000.00) in the aggregate. Mary Avenue Bicyde Footbridge Project HNTB Basic Agreement Page 4 of 11 BASIC AGREEMENT 4. Insurers must be licensed to do business in the State of California. The Insurers must also have an "A" policyholder's rating and a financial rating of at least Class VII in accordance with the current Best's Guide Rating or that is otherwise acceptable to the CITY. C. Additional Insurance Provisions 1. The CITY shall have the right to inspect the original policies of insurance at CONSULTANT's corporate headquarters. If CONSULTANT is requested by CITY to provide a copy of the declaration page and 1 or the policy, CONSULTANT may remove proprietary information prior to inspection by the CITY. 2. The general and auto liability policies shall be endorsed to name the CITY, its officers, officials, employees or volunteers as additional insureds for liability arising out of work or operations performed by or on behalf of the 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 the CONSULTANT's insurance, as a separate Owner's and Contractor's Protective Liability Policy, or on the Entity's own form. 3. The general and auto liability policies shall be endorsed to provide primary insurance coverage for claims related to the services provided under this Agreement, subject to the terms and conditions of the policies. 4. CONSULTANT shall furnish to the CITY within 15 days following the execution of this Agreement, the required certificates and endorsements. The certificate of insurance shall state the policy will not be cancelled without thirty (30) days written notice to the CITY. Section 12. Nondiscrimination. CONSULTANT shall not discriminate, in any way, against any person on the basis ofrace, 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 fifteen (15) calendar days written notice of termination. B. If CITY or CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the other party may terminate this Agreement upon thirty (30) calendar days written notice if the non-performing party fails to take steps to correct such failure or submit a plan to correct such failure, acceptable to the other party, within the notice period. C. CITY'S City Manager is empowered to terminate this Agreement on behalf of CITY. Mary Avenue Bicycle Footbridge Project HNTB Basic Agreement Page 5 of 11 BASIC AGREEMENT D. In the event of termination, CONSULTANT shall deliver to CITY upon payment to CONSULTANT therefore, 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. All documents, including, but not limited to, plans, drawings, and specifications, prepared by CONSULTANT as deliverables pursuant to the Scope of Services are instruments of service in respect to the Project. They are not intended or represented to be suitable for reuse by CITY or others, on modifications or extensions of the Project, or on any other project. Any reuse by CITY without prior written verification or adaptation by CONSULTANT for the specific purpose intended will be at CITY'S sole risk and without liability or legal exposure to CONSULTANT. Section 14. Goveminl!: Law. CITY and CONSULTANT agree that the law governing this Agreement shall be that of the State of California. Section 15. Comoliance With Laws. Consistent with its professional standard of care, CONSULTANT shall comply with all applicable laws, ordinances, codes and regulations of the federal, state, and local governments. Section 16. Confidential Information. All data, documents, discussions, or other information developed or received by or for CONSULTANT in performance of this Agreernent are confidential and not to be disclosed to any person except as authorized by the CITY, or as required by law. Section 17. Ownership of Materials. All reports, documents, or other material developed or discovered by CONSULTANT or any other person engaged directly or indirectly by CONSULTANT to perform the services required hereunder shall be and remain the property of CITY to be used solely for this Project. Notwithstanding anything to the contrary contained herein, any tools, systems or information used by CONSULTANT to provide the services hereunder, including computer software (object code and source code), know-how, methodologies, equipment or processes and the intellectual property inherent therein and appurtenant thereto, shall remain the sole and exclusive property of CONSULTANT or its suppliers. Hard copies of CONSULTANT'S instruments of service shall constitute the project deliverables. Electronic documents, if any, shall be provided as a courtesy only without any warranty or guarantee. The CITY holds CONSULTANT harmless for any reuse of or modification to the documents. Mary Avenue Bicycle Footbridge Project HNTB Basic Agreement Page 6 of 11 BASIC AGREEMENT Section 18. Waiver. The parties agree that a waiver by either party of any breach or violation of any term or condition of this Agreement shall not be deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach or violation of the same or any other term or condition. The acceptance by CITY of the performance of any work or services by CONSULTANT shall not be deemed to be a waiver of any term or condition of this Agreement. Section 19. Consultant's Books and Records. A. CONSULTANT shall maintain any and all ledgers, books of accounts, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to CITY for a minimum period of three (3) years, or for any longer period required by law, from the date of fInal payment to CONSULTANT pursuant to this Agreement. B. CONSULTANT shall maintain all documents and records that demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Attorney, City Manager, or a designated representative of any of these officers. Copies of such documents shall be provided to CITY for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at CONSULTANT'S address indicted for receipt of notice in this Agreement. D. Where CITY has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment, or termination of CONSULTANT'S business, CITY may, by written 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 sub consultant or person having such an interest shall be employed. CONSULTANT certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of CITY. It is Mary Avenue Bicycle Footbridge Project HNTB Basic Agreement Page 7 of 11 BASIC AGREEMENT expressly agreed that, in the performance of the services hereunder, CONSULTANT shall at all times be deemed an independent consultant and not an agent or employee of CITY. Section 21. Gifts. A. CONSULTANT is familiar with CITY'S prohibition against the acceptance of any gift by a CITY officer or designated employee, which prohibition is found in the City of Cupertino Administrative Procedures. B. CONSULTANT agrees not to offer any CITY officer or designated employee any gift prohibited by the Administrative Procedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by CONSULTANT. In addition to any other remedies, CITY may have in law or equity, CITY may terminate this Agreement for such breach as provided in Section 13 of this 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: Ralph A. Qualls, Jr. Director of Public Works City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 4087773354 To CONSULTANT: Robert Stromsted President, Northeast Division HNTB Corporation 5 Penn Plaza, 6th Floor New York, NY 10001 2125949717 Notice shall be deemed effective on the data personally delivered or, if mailed, three (3) days after deposit in the mail. Section 23. Venue. In the event that suit shall be brought by either party hereunder, the parties agree that venue shall be exclusively vested in 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. Mary Avenue Bicycle Footbridge Project HNTB Basic Agreement Page 8 of 11 BASIC AGREEMENT Section 24. Agreement Binding/Prior Al!:Ieements and Amendments. The terms, covenants, and conditions of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and sub consultants of both parties. This Agreement, including all Exhibits attached hereto, represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be modified by a written amendment duly executed by the parties to this Agreement. Section 25. Costs and Attornevs Fees. The prevailing party in any action brought to enforce the terms of this Agreement or arising out of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with such an action from the other party. Section 26. Electronic Transmission of Information. From time to time, the CONSULTANT may transmit design or other information to the CITY, CITY'S Representative, or Contractor via electronic transmission. The CITY, CITY'S Representative, or the construction contractor(s) ("Contractor") shall not be entitled to and hereby agrees not to alter or modify any such information without the express written consent of the CONSULTANT. Similarly, the CITY, CITY'S Representative, and Contractor shall not use any information for any purpose not expressly covered by this Agreement. The CONSULTANT shall not be responsible for any destruction or corruption of such information during or after transmission to CITY, CITY'S Representative, and Contractor and shall be entitled to appropriate additional compensation in the event retransmission or recreation is required. Notwithstanding the foregoing, the Contractor may use electronically transmitted information to prepare submittals and record drawings. CONSULTANT shall not be responsible for any changes made by the Contractor or for the Contractor's instruments of service. Because data stored on electronic media can deteriorate undetected or be modified without CONSULTANT'S knowledge, CONSULTANT will not be held liable for the completeness or accuracy of the electronic data after the acceptance period which shall not exceed thirty (30) days after the CITY's receipt of such electronic submittals. CONSULTANT does stand by the accuracy of the sealed drawings that accompany the electronic submittals. Mary Avenue Bicycle Footbridge Project HNTB Basic Agreement Page 9 of 11 BASIC AGREEMENT Section 27. Job Site Safety. In no event shall CONSULTANT be responsible for job site safety issues. Such issues shall be the responsibility of the Contractor(s), who shall be required by CITY to defend, indemnify, and hold harmless CONSULTANT and CITY for such issues. Section 28. Dispute Resolution. In the event of a dispute between CITY and CONSULTANT arising out of or related to this Agreement, the aggrieved party shall notify the other party of the dispute within a reasonable time after such dispute arises. If the parties cannot thereafter resolve the dispute, each party shall nominate a senior officer of its management to meet to resolve the dispute by direct negotiation or mediation. Should such negotiation or mediation fail to resolve the dispute, either party may pursue resolution of the dispute by arbitration in accordance with the Construction Industry Arbitration Rules of the American arbitration association; provided, however, in the event the parties are unable to reach Agreement to arbitrate under terms reasonably acceptable to both parties, either party may pursue resolution in any court having jurisdiction. During the pendency of any dispute, the parties shall continue diligently to fulfill their respective obligations hereunder. Section 29. Ril!:ht to Relv ul'on Information CONSULTANT shall not be responsible for verifying or ensuring the accuracy of any information or content supplied by CITY or any other Project participant, nor ensuring that such information or content does not violate or infringe any law or other third party rights. CITY shall indemnify CONSULTANT for any infringement claims resulting from CONSULTANT'S use of such content, materials or documents. Section 30. Standard of Care The same degree of care, skill, and diligence shall be exercised by CONSULTANT in the performance of the services as is ordinarily possessed and exercised by a member of the same profession, currently practicing, under similar circumstances. No other warranty, express or implied, is included in this Agreement or in any drawing, specification, report, opinion or other instrument of service, in any form or media, produced in connection with the services. Mary Avenue Bicycle Footbridge Project HNTB Basic Agreement Page 1 0 of 11 BASIC AGREEMENT WITNESS THE EXECUTION HEREOF on the day and year first herein above written. NOTARY PUBLIC CERTIFICATION State of New York County of ~ ~oJe- On _ d~_L m~ I"y' 2001, before me, ~ .fin f'I \\lee.Qk\'Y"l Notary Public, personally appeared 1<-obeJd-- ~ known to me (or proved to me on the basis of satisfactory evidence) to be the person (s) whose name (s) is 1 are subscribed to the within instrument and acknowledged to me that he 1 she 1 they executed the same in his 1 her 1 their capacity (ies), and that by his 1 her 1 their signature (s) on the instrument the person (s) or the entity upon behalf of which the person (s) acted, executed the instrument. official seal. . ~i~Wt'J~ublic NOTARY PUBLlC.S1A-I.E OFNEWYQRK ., No.01NE6H44&O > . QUALIFIED I~ NEWYORI( COUNTY MVCOMMISS/ON EXPIAESAUG, 16.2008 Mary Avenue Bicycle Footbridge Project HNTB Basic Agreement PO~?;l-6 76 CITY OF CUPERTINO ~~ora~ City Manager, Dave Knapp date~D. O:j Attest: ~ f-/0-07 City Cierk, Ki Smith 10300 Torre Avenue Cupertino, CA 95014 CONSULTANT By: HNTB Corporation !lif~ Name: Robert Stromsted, PE Title: President - Northeast Division Tax I.D. No.: 43-1635518 5 Penn Plaza, 6th Floor New York, NY 100001 Purchase Order No.: ~.).2 b ? /, Contract Amount: S 725,000.00 Account No.: 428-9449-9300 Page 11 of 11 EXHIBIT A SCOPE OF SERVICES GENERAL CONSULTANT, as Engineer of Record, shall provide a signature quality cable stayed steel bridge, using the nationally recognized engineering expertise of Raymond McCabe. CONSULTANT shall provide the necessary design, and project administrative services related to the preparation of Plans, Specifications and Estimates (PS&E), for the purpose of bidding the Steel Alternative for the Mary Avenue Bicycle Footbridge Project, in the City of Cupertino, California. CONSULTANT's services shall include seismic analysis. CONSULT ANT shall incorporate results from wind analyses obtained by separate agreement. CONSULTANT, in assuming the responsibilities of Engineer of Record, shall, to the fullest extent that is reasonable, rely upon the design criteria, studies, reports, conclusions, and findings that were prepared for the original Concrete Alternative, for which CONSULT ANT was a sub consultant to Biggs Cardosa and Associates of San Jose, California. The CITY'S Department of Public Works shall have overall responsibility for the design and construction of this PROJECT and this AGREEMENT . CONSULT ANT shall receive final direction from the CITY'S Director of Public Works or his authorized designee only. The CITY'S Director of Public Works shall resolve conflicting direction from other groups, departments or agencies. The performance of the services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in the individual Task Order scopes of service with the standard of care provisions contained therein. CONSULT ANT shall designate a team of individuals to staff the PROJECT for its duration. CONSULT ANT shall not substitute key team members without the prior approval of the CITY, which approval shall not be unreasonably withheld. Mary Avenue Bicycle Footbridge: Steel A1temative HNTB Basic Agreement Exhibit A-1 EXHIBIT A SCOPE OF SERVICES All of the services to be performed by the CONSULT ANT under this AGREEMENT from the inception of the AGREEMENT until termination of the AGREEMENT shall meet the professional standard and quality which prevails among construction management consultants of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. As is consistent with these standards, the documentation prepared by CONSULT ANT shall provide for a completed PROJECT that conforms to all applicable codes, rules, regulations and guidelines or applicable official interpretation thereof, which are in force at the time such documentation is prepared. The CONSULTANT'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance of the CONSULTANT'S services may be adjusted by mutual agreement, as the PROJECT proceeds. For the purpose of this AGREEMENT, direct written authorization or approval from CITY shall mean and require the signatures of the CITY'S Director of Public Works or his authorized designee. CONSULTANT shall coordinate individual Task Order scopes of service with CITY'S separate consultants and contractors, as needed or as directed, by CITY. Mary Avenue Bicycle Footbridge: Steel Altemative HNTB Basic Agreement Exhibit A-2 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT'S services are contingent on the CITY'S assumptions of aggressive but reasonable design and construction durations for the Mary Avenue Bicycle Footbridge Project. CONSULTANT'S services began on August 21, 2007 and will continue through June 30, 2009, unless amended in writing and signed by both CONSULTANT and CITY in conformance with CITY'S service agreement procedures. CONSULT ANT will provide the CITY with the following: Engineer's Estimate of Construction Costs Bid Documents Caltrans Coordination & 100% Full Check Set NL T September 10, 2007 NLT September 19,2007 NLT November 13,2007 Mary Avenue Bicycle Footbridge Project HNTB Basic Agreement Exhibit B-1 EXHIBIT C COMPENSATION CONSULT ANT shall be compensated on a Lump Sum Basis, in regular monthly payments, not to exceed a total of SEVEN HUNDRED TWENTY -FNE THOUSAND . AND 00/100 DOLLARS ($725,000). Additional Services, if authorized and executed by the City in the form of an Additional Services Directive (ASD), shall be provided on a Time and Materials basis and in accordance with the rates set forth in Exhibit D of this AGREEMENT. CONSULTANT was authorized on May 16, 2007, by Purchase Order No. 032069, to develop a VE Steel Concept Plan, on a Time and Materials Basis, for a fee not to exceed $50,000. CONSULTANT was authorized Amendment No.1 to Purchase Order No. 032069, on July 19, 2007, in the amount of $75,000 for the Wind Analysis of the Steel Concept Plan to enable CONSULTANT to present a Feasible Design and Cost Estimate to the City Council on August 21, 2007. Mary Avenue Bicycle Footbridge: Steel A1temative HNTB Basic Agreement Exhibit C - 1 Exhibit D Billina Rates and Reimbursable Expenses Billing rates for each active CONSULTANT team member shall be provided as an attachment to each Task Order, when CONSULTANT is asked to perform a Task Order on a Time and Materials basis. Lump Sum services do not require the submission of billing rates. Invoices for Lump Sum services shall clearly indicate the type and quantity of services provided and the percentage to which those services are complete and may also include reimbursable expenses. CONSULTANT will be entitled to a 2% mark up on Sub Consultant services. Reimbursable expenses incurred as a part of this Basic Agreement shall be submitted to CITY for reimbursement with typical backup documentation to enable verification, and will be reimbursed from the fee stated in the Agreement. Mary Avenue Bicycle Footbridge Project HNTB Basic Agreement Exhibit 0 - 1