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13-017 Siegel & Strain Architects, consultant services, McClellan Ranch Milk Barn Restroom Upgrades �/ OFFICE OF THE CITY CLERK • CITY HALL 10300 TORRE AVENUE •CUPERTINO, CA 95014-3255 �y 1.1pj, TELEPHONE: (408) 777-3223• FAX: (408) 777-3366 WEBSITE:www.cupartino.org CUPERTINO • May 16, 2013 Siegel & Strain Architects 1295 59th Street Emeryville, CA 94608 Enclosed for your records is a fully executed original copy of the second amendment to your agreement with the City of Cupertino. If you have any questions, please contact the Public Works Department at (408) 777-3354. Sincerely, Dorothy Steenfott Senior Office Assistant City Clerk's Office Enclosure cc: Public Works SECOND AMENDMENT TO CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF CUPERTINO AND SIEGEL & STRAIN ARCHITECTS FOR MCCLELLAN RANCH MILK BARN RESTROOM UPGRADES This 2nd Amendment to the Consultant Services Agreement between the City of Cupertino and Siegel & Strain Architects, for reference dated April 29, 2013 , is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Siegel & Strain Architects, a California corporation whose address is 1295 59th Street, Emeryville, CA 94608, (hereinafter "Consultant"), and is made with reference to the following: RECITALS: A. On February 13, 2013, an agreement was entered into by and between City and Siegel & Strain Architects (hereinafter "Agreement"). B. On March 4, 2013, the first amendment to the agreement was executed by and between City and Siegel & Strain Architects (hereinafter "1st Amendment"). C. City and Siegel & Strain 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. Paragraph 2, Service to be Performed of the Agreement is modified to read as follows: Consultant shall perform each and every service set forth in Exhibit"A-2".titled "Scope of Services" which is attached hereto and incorporated herein by this reference. Exhibit"A" and Exhibit"A-1" are superseded by this new Exhibit"A-2". 2. Paragraph 3, Schedule of Performance of the Agreement is modified to read as follows: The Services of Consultant are to be completed according to the schedule set out in Exhibit "B-2", titled "Schedule of Performance ", which is attached hereto and incorporated herein by this reference. Exhibit "B" and Exhibit "B-1" are superseded by this new Exhibit "B- 2". Page 1 of 3 Amendment No.2 Siegel&Strain Agreement-McClellan Ranch Milk Barn Restroom Upgrades 3. Paragraph 4, Compensation to Consultant of the Agreement is modified to read as follows: The maximum compensation to be paid to Consultant under this agreement shall not exceed TWENTY NINE THOUSAND NINE HUNDRED AND EIGHTY FOUR DOLLARS ($ 29,984). The rate of payment is set out in Exhibit "C-2", titled "Compensation", which is attached hereto and incorporated herein. Exhibit "C" and Exhibit "C-1" are superseded by this new Exhibit"C-2". 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. 4. 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 2 of 3 Amendment No.2 Siegel&Strain Agreement-McClellan Ranch Milk Barn Restroom Upgrades P.O. No.: 00057973 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT CITY OF CUPERTINO A Municipal Corporation Siegel&Strain Architects By �- Timrn Borden, Director of Public Works Title 1-11°a-L-4- 4-- Z Date Date 57 z/ / 7 Tax I.D. No.: 94-3303965 1295 59th Street APPROVED AS TO FORM: Emeryville, CA 94608 Phone:510-547-8092 %/k/:L A ki Pill fi Carol Korade, City Att"ney ATTEST: 7-41ULA,9171_, (LF l Grace Schmidt, City Clerk Contract Amount: $29,984 Account No. : 110-8101-7014 Page 3 of 3 Amendment No.2 Siegel&Strain Agreement-McClellan Ranch Milk Barn Res,troom Upgrades EXHIBIT A-2 SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the evaluation and accessibility upgrades to the McClellan Ranch Milk Barn Restrooms and the site and for the Environmental Education Center(EEC)PV System located at the 22221 McClellan Road, Cupertino. SECTION 1. GENERAL A. General PROJECT Description:The PROJECT involves the creation of as built and construction drawings for accessibility compliance upgrades to the Milk Barn Restrooms, add a path connecting to the trail and upgrade the parking area to meet accessibility codes. The work shall also include construction documents for a PV System for the new Environmental Education Center. The work shall include but is not limited to the evaluation and construction documents for a new floor plan and elevations that upgrade the restrooms to be in compliance with current accessibility standards and provide a cost estimate for the upgrades. The work will also include the evaluation and construction document for upgrade to the accessible parking stalls and access routes to the trail to be in compliance with accessibility codes. All the work shall take into consideration that the building will be evaluated for historical value and work must be completed in compliance with applicable building and historic preservation codes that apply. Also a building permit will be required for the work. It is the intent of the City to include this work into the bid package with the Environmental Education Center and to bid and construct the work as one project. S&S to incorporate this work into the appropriate documents. B. General Performance Requirements: 1. The performance of all 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 this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY's Department of Public Works shall manage the design and construction of the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter collectively "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. CONSULTANT shall schedule meeting and prepare meeting agendas and Page 1 of 12 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.2 minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five (5)working days after the meeting. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities. CONSULTANT shall coordinate all responses to comments through the CITY. 4. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. The team members shall include Henry Siegel as CONSULTANT's Principal-in- charge for the duration of the PROJECT. CONSULTANT shall not substitute any team members without the prior approval of the CITY. 5. 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 included in EXHIBIT B-2, may be adjusted by mutual agreement. 6. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. 7. When the CITY determines that the PROJECT requirements have been sufficiently identified, CONSULTANT shall prepare and update a PROJECT schedule for the CITY at the beginning of each TASK as defined in SECTION 2- "TASK" of this EXHIBIT A-2. The PROJECT schedule shall identify milestone dates for decisions required of the CITY, design services furnished by CONSULTANT and CONSULTANT's SUBCONSULTANTS, dates of reviews and approvals required by all governmental agencies that have jurisdiction over the PROJECT, deliverables to be furnished by CONSULTANT, completion of documentation provided by CONSULTANT, commencement of construction and substantial completion of the construction of the PROJECT, and as identified in the exhibits under this AGREEMENT. 8. CONSULTANT shall create as built and new floor plans, site accessibility design and PV System design for the EEC and a cost estimate of the work and provide them to the CITY, according with this EXHIBIT A-2 for purposes of evaluation and approval by the CITY. The CITY including the Department of Public Works Engineering and City Facilities and Department of Parks and Recreation will review the design. CONSULTANT will be responsible for causing the appropriate SUBCONSULTANT(S I to attend any meetings included in this SCOPE OF SERVICES. CONSULTANT shall make revisions as required for each task in a timely manner. 9. When the CITY determines that the PROJECT requirements have been sufficiently identified, CONSULTANT shall prepare and update a PROJECT schedule for the CITY at the beginning of each TASK as defined in SECTION 2- "SCOPE of SERVICES" of this EXHIBIT A-2. The PROJECT schedule shall identify milestone dates for decisions required of the CITY, design services Page 2 of 12 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.2 furnished by CONSULTANT and CONSULTANT's SUBCONSULTANTS, dates of reviews and approvals required by all governmental agencies that have jurisdiction over the PROJECT, deliverables to be furnished by CONSULTANT, completion of documentation provided by CONSULTANT, commencement of construction and substantial completion of the construction of the PROJECT, and as identified in the exhibits under this AGREEMENT. 10. CONSULTANT shall submit design and construction documents to the CITY, according to SECTION 2—"SCOPE OF SERVICES", of this EXHIBIT A-2 for purposes of evaluation and approval by the CITY. The CITY including the Department of Public Works Engineering and City Facilities and Department of Parks and Recreation will review the design during each phase. CONSULTANT will meet with the CITY for progress review at various stages of the PROJECT. CONSULTANT will be responsible for causing the appropriate SUBCONSULTANT(S) to attend any meetings included in this SCOPE OF SERVICES. CONSULTANT shall make revisions to the design and construction documents as required for each task in a timely manner. 11. CONSULTANT shall assist the CITY, as requested by the CITY, in connection with the CITY's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the PROJECT, including submitting to the CITY's Building Department for a building permit. C. Estimate of Probable Construction Cost: CONSULTANT shall be responsible to prepare a probable construction cost estimate for the new floor plan and site upgrades and the EEC PV System. 1. In preparing the Estimate of Probable Construction Cost, CONSULTANT, in consultation with the CITY, shall include contingencies for design,bidding, and price escalations to determine which materials, equipment, component systems and type of construction are to be included in the PROJECT. 2. If bidding has not commenced within 90 days after CONSULTANT submits the Construction Documents to the CITY, CONSULTANT shall adjust the Estimate of Probable Construction Cost to reflect changes in the general level of prices in the construction industry. This will be an additional service. 3. Should the lowest responsive bid exceed the CONSTRUCTION BUDGET by more than ten percent(10%), CONSULTANT shall, if directed by the CITY, submit without additional cost to the CITY, revised Construction Documents reflecting changes, approved by the CITY, to reduce the Construction Costs to within the CONSTRUCTION BUDGET. The CITY acknowledges that the CONSULTANT does not control market conditions and agrees that they may allow reductions in scope in order to meet the CITY's construction budget. Page 3 of 12 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.2 SECTION 2. TASKS Task 1.Create as built drawings of the restrooms S&S will measure the existing bathrooms and create floor plans and interior elevations showing current location of all fixtures and accessories. Task 2. Revised drawings S&S will evaluate existing conditions for compliance with accessibility standards and then create new floor plans and interior elevations that will show revisions required to make the existing restrooms compliant. Task 3. Cost Estimates S&S and consultants will provide one cost estimate for the cost of the rehabilitation. Task 4. Meetings S&S has included one meeting with staff during the completion of this project. This meeting will occur during a regularly scheduled meeting for the Environmental Education Center. We anticipate that comments on the draft drawings can be handled via correspondence or web meetings. Task 5. Topographic Field Survey Verification of Accessibility Mark Thomas & Company survey crew will verify the topographic data for the existing accessible parking area and sidewalk access to the >treet. Task 6. Consultant Coordination and Data evaluation S&S will coordinate the consultant's work and digital representation files. Accessibility verification will be evaluated to determine compliance with current standards. Task 7. Construction Documents for Restroom Accessibility Upgrades and Additional Path and Parking Area Modifications S&S will prepare construction documents for updating of the interior of the Milk Barn restrooms, path to the trail and upgrade to the parking area to comply with current accessibility codes. The work shall include cost estimate of upgrades and getting a Building Department permit for the work with the EEC. Task 8. Environmental Education Center PV System Design S&S will meet on the site to review design parameters. Design team will prepare preliminary layout o panes and associated equipment. Page 4 of 12 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.2 Task 9. Environmental Education Center PV System Construction Documents Upon staff approval of Design Phase, the design team will proceed with construction documents. Design team will prepare and submit for staff review 95% and 100% level construction documents. A cost estimate of construction costs will be prepare. ADDITIONAL SERVICES Consultant Services beyond the work in these tasks may be provided by CONSULTANT as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional services amount of THREE THOUSAND DOLLARS ($3,000.00) is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. Page 5 of 12 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.2 EXHIBIT B-2 SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by December 31, 2014. The following sets forth the distribution of CONSULTANT's Schedule of Performance for each project. The CITY may approve in writing the extension of any milestone date set in this Exhibit. Task#1: Create As Built Drawings: 1 weeks after Notice to Proceed (NTP) _ for this phase Task#2 Revised Drawings: 1 weeks after Notice to Proceed (NTP) for this phase Task#3: Cost Estimates: 2 weeks after Notice to Proceed (NTP) for this phase Task#4: Meetings: 2 week after Notice to Proceed (NTP) for this phase Task#5: Topographic Field Survey Verification of Accessibility: 1 week after Notice to Proceed (NTP) for this phase Task#6: Consultant Coordination and Data Evaluation: 2 week after Notice to Proceed (NTP) for this phase Task#7: Construction Documents for Restroom Accessibility 2 week after Upgrades and Additional Path and Parking Area Notice to Modifications: Proceed (NTP) for this phase Task#8: Environmental Education Center PV System 2 week after Design: Notice to Proceed (NTP) for this phase Page 6 of 12 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.2 Task#9: Environmental Education Center PV System 2 week after Construction Documents: Notice to Proceed (NTP) for this phase Page 7 of 12 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.2 EXHIBIT C-2 COMPENSATION A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services, additional services and reimbursable expenses, shall not exceed TWENTY NINE THOUSAND NINE HUNDRED AND EIGHTY FOUR SIX DOLLARS ($ 29,984). CONSULTANT agrees that it shall perfo rm all of the services set forth in EXHIBIT A-2 of this AGREEMENT, except for additional services required pursuant to Section 2, and inclusive of reimbursable expenses, for the amount of TWENTY NINE THOUSAND NINE HUNDRED EIGHTY FOUR DOLLARS ($26,984).. The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C-2 is THREE THOUSAND DOLLARS ($3,000). B. Method of Payment For Task Nos. 1 through 9 CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule (Schedule D below) for services performed, and reimbursable expenses incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty (30) working days of receipt of the Invoice. The Invoice shall be based on the percentage of milestone completed, and it shall describe the topics and tasks completed during the Invoice period in accordance with the Budget Schedule and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable, in accordance with the Bud get Schedule and Payment Schedule set forth below. CONSULTANT also shall include supporl:ing documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. Page 8cf12 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.2 C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation Task#1: Create as Build Drawings $ 1,000 Task#2: Revised Drawings $2,500 Task#3: Cost Estimates $500 Task#4: Meetings $500 Task#5: Topographic Field Survey Verification of Accessibility $3,220 Task#6: Consultant Coordination and Data Evaluation $536 Task#7 Construction Documents for Restroom Accessibility Upgrades $ 10,798 and Additional Path and Parking Area Modifications: Task#8 Environmental Education Center PV System Design: $3,000 Task#9 Environmental Education Center PV System Construction $4,930 Documents: Additional Services $3,000 TOTAL $29,984 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed TWENTY NINE THOUSAND NINE HUNDRED EIGHTY FOUR DOLLARS ($ 29,984). Page 9 of 12 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.2 D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE PERCENT OF TASK COMPENSATION PAIL UPON COMPLETION OF MILESTONE Task#1 — Create As Built Drawings 100% 100% Task#2 Revised Drawing 100% Task#3 Cost Estimates 100% 100% Task#4 Meetings 100% Task#5 Topographic Field Survey Verification of Accessibility 100% Task#6 Consultant Coordination and Data Evaluation 100% Task#7 Construction Doc. for Restroom Accessibility Upgrades and 100% Additional Path and Parking Area Modification Task#8 Environmental Education Center PV System Design 100% Task#9 Environmental Education Center PV System Construction 100% Documents Additional Paid pursuant to Subsection G below. Services Page 10 of 12 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.2 E. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. F. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT's maximum compensation, including, but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test prints, 8 1/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Tasks 1-9 of EXHIBIT A-2. G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a maximum not to exceed or a time and material basis not to exceed at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of THREE THOUSAND DOLLARS ($3,000) for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additional Services are authorized, CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule attached to this EXHIBIT C-2. The rates shown in the EXHIBIT C-3 shall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C-2. Page 11 of 12 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.2 EXHIBIT C-3 CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES Siegel&Strain Architects Principal $185 Architectural Historian $165 Project Manager $145 Project Architect $125 Support Staff $70 Page 12 of 12 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.2 McClellan Ranch Milk Barn Restroom Upgrades ADDITIONAL ENCUMBERANCE NO. 2 April 29,2013 Contractor: Siegel & Strain Architects 1295 59th Street Emeryville, CA 94608 The following change is hereby approved and request for additional encumbrance: 2A. Additional Services outlined in Amendment No. 2 $20,228.00 Total Additional Encumbrance No. 2 $20,228.00 Total Project Encumbrance: Original Contract $6,000.00 Additional Encumbrance No. 1 $3,756.00 Additional Encumbrance No. 2 $20,228.00 Revised Contract $29,984.00 ORIGINAL P.O. NUMBER: 00057973 ACCOUNT NUMBER: 110-8101-7014 APPROVED BY: imm Borden, P.E. Director of Public Works Date .S17/3 �/ OFFICE OF THE CITY CLERK • CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 194. TELEPHONE: (408) 777-3223• FAX: (408) 777-3366 WEBSITE:www.cupeltino.org CUPERTINO May 16, 2013 Siegel & Strain Architects 1295 59th Street Emeryville, CA 94608 Enclosed for your records is a fully executed original copy of the second amendment to your agreement with the City of Cupertino. Ef you have any questions, please contact the Public Works Department at (408) 777-3354. Sincerely, O. d ,z2xtetv--- Dorothy Steenfott Senior Office Assistant City Clerk's Office Enclosure cc: Public Works �/ OFFICE OF THE CITY CLERK • CITY HALL 10300 TORRE AVENUE•CUPERTINO, CA 95014-3255 9J. TELEPHONE: (408)777-3223• FAX: (408)777-3366 WEBSITE:www.cupertino.org CUPERTINO March 27, 2013 Siegel & Strain Architects 1295 59th Street Emeryville, CA 94608 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, , Brittany Carey Senior Office Assistant City of Cupertino Enclosure cc: Public Works FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT ( ___ WEEN THE CITY OF CUPERTINO AND SIEGEL & STRAIN ARCHITECTS OR MCCLELLAN RANCH MILK BARN RESTTOOM UPGRADES This 1st Amendment to the Consultant Services Agreement between the City of Cupertino and Siegel & Strain Architects, for reference dated March 4, 2013 , is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Siegel & Strain Architects, a California corporation whose address is 1295 59th Street, Emeryville, CA 94608, (hereinafter "Consultant"), and is made with reference to the following: REC[TALS: A. On February 13, 2013, an agreement was entered into by and between City and Siegel & Strain Architects (hereinafter "Agreement"). B. City and Siegel & Strain 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. Paragraph 2, Service to be Performed of the Agreement is modified to read as follows: Consultant shall perform each and every service set forth in Exhibit"A-1". titled "Scope of Services" which is attached hereto and incorporated herein by this reference. Exhibit"A" is superseded by this new Exhibit "A-1". 2. Paragraph 3, Schedule of Performance of the Agreement is modified to read as follows: The Services of Consultant are to be completed according to the schedule set out in Exhibit "B-1", titled "Schedule of Performance ", which is attached hereto and incorporated herein by this reference. Exhibit"B" is superseded by this new Exhibit"B-1". 3. Paragraph 4, Compensation to Consultant of the Agreement is modified to read as follows: The maximum compensation to be paid to Consultant under this agreement shall not exceed NINE THOUSAND SEVEN HUNDRED AND FIFTY SIX DOLLARS ($ 9,756). The rate of payment is set out in Exhibit "C-1", titled "Compensation", which is attached hereto and incorporated herein. Exhibit"C" is superseded by this new Exhibit"C-1". Page 1 of 3 Amendment No.1 Siegel&Strain Agreement-McClellan Ranch Milk Barn Restroom Upgrades 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. 4. 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 2 of 3 Amendment No.1 Siegel&Strain Agreement-McClellan Ranch Milk Barn Restroom Upgrades P.O. No.: 00057973 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT CITY OF CUPERTINO A Municipal Corporation Siegel&Strain Architects By i/`.■ ALA tun Borden, Director of Public Works Ti ( ! .. Date 37t //� Date -/6 A Tax I.D. No.:94-3303965 1295 59th Street AI'PROVED AS TO FORM: Emeryville, CA 94608 Phone:510-547-8092 (// PJY Carol Korade, City Attor ey • ATTEST: _ Lg ; Grace Schmidt, City Clerk Contract Amount: $9,756 Pi Account No. : 110-8101-7014 Page 3 of 3 Amendment No.1 Siegel&Strain Agreement-McClellan Ranch Milk Barn Restroom Upgrades EXHIBIT A-1 SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the evaluation and accessibility upgrades to the McClellan Ranch Milk Barn Restrooms located at the 22221 McClellan Road, Cupertino. SECTION 1. GENERAL A. General PROJECT Description: The PROJECT involves the creation of as built drawings and accessibility compliance upgrades to the Milk Barn Restrooms. The work shall include but is not limited to the evaluation of existing conditions and creation of a new floor plan and elevations that upgrade the restrooms to be in compliance with current accessibility standards and provide a cost estimate for the upgrades. The work will also include the evaluation of the accessible parking stalls and access routes. All the work shall take in to consideration that the building will be evaluated for historical value and work must be completed in compliance with applicable building and historic preservation codes that apply. B. General Performance Requirements: 1. The performance of all 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 this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY's Department of Public Works shall manage the design and construction of the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter collectively "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. CONSULTANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five (5)working days after the meeting. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities. CONSULTANT shall coordinate all responses to comments through the CITY. 4. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. The team members shall include Burton Edwards as CONSULTANT's Principal- Page 1 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No. 1 in-charge for the duration of the PROJECT. CONSULTANT shall not substitute any team members without the prior approval of the CITY. 5. 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 included in EXHIBIT B-1, may be adjusted by mutual agreement. 6. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. 7. When the CITY determines that the PROJECT requirements have been sufficiently identified, CONSULTANT shall prepare and update a PROJECT schedule for the CITY at the beg inning of each TASK as defined in SECTION 2- "TASK" of this EXHIBIT A-1. The PROJECT schedule shall identify milestone dates for decisions required of the CITY, design services furnished by CONSULTANT and CONSULTANT's SUBCONSULTANTS, dates of reviews and approvals required by all governmental agencies that have jurisdiction over the PROJECT, deliverables to be furnished by CONSULTANT, completion of documentation provided by CONSULTANT, commencement of construction and substantial completion of the construction of the PROJECT, and as identified in the exhibits under this AGREEMENT. S. CONSULTANT shall create as built and new floor plans and a cost estimate of the upgrade and provide them to the CITY, according with this EXHIBIT A-1 for purposes of evaluation and approval by the CITY. The CITY including the Department of Public Works Engineering and City Facilities and Department of Parks and Recreation will review the design. CONSULTANT will be responsible for causing the appropriate SUBCONSULTANT(S) to attend any meetings included in this SCOPE OF SERVICES. CONSULTANT shall make revisions as required for each task in a timely manner. C. Estimate of Probable Construction Cost:CONSULTANT shall be responsible to prepare a probable construction cost estimate for the new floor plan and upgrades. Page 2 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.1 SECTION 2. TASKS Task 1.Create as built drawings of the restrooms S&S will measure the existing bathrooms and create floor plans and interior elevations showing current location of all fixtures and accessories. Task 2. Revised drawings S&S will evaluate existing conditions for compliance with accessibility standards and then create new floor plans and interior elevations that will show revisions required to make the existing restrooms compliant. Task 3. Cost Estimates S&S and consultants will provide one cost estimate for the cost of the rehabilitation. Task 4. Meetings S&S has included one meeting with staff during the completion of this project. This meeting will occur during a regularly scheduled meeting for the Environmental Education Center. We anticipate that comments on the draft drawings can be handled via correspondence or web meetings. Task 5. Topographic Field Survey Verification of Accessibility Mark Thomas & Company survey crew will verify the topographic data for the existing accessible parking area and sidewalk access to the street. Task 6. Consultant Coordination and Data evaluation Siegel & Strain Architects will coordinate the consultant's work and digital representation files. Accessibility verification will be evaluated to determine compliance with current standards. ADDITIONAL SERVICES Consultant Services beyond the work in these tasks may be provided by CONSULTANT as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional services amount of ONE THOUSAND FIVE HUNDRED DOLLARS ($ 1,500.00) is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. • Page 3 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No. 1 EXHIBIT B-1 SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by May 31, 2013. The following sets forth the distribution of CONSULTANT's Schedule of Performance for each project. The CITY may approve in writing the extension of any milestone date set in this Exhibit. Task#1: Create As Built Drawings: 1 weeks after Notice to Proceed (NTP) for this phase Task#2 Revised Drawings: 1 weeks after Notice to Proceed (NTP) for this phase Task#3: Cost Estimates: 2 weeks after Notice to Proceed (NTP) for this phase Task#4: Meetings: 2 week after Notice to Proceed (NTP) for this phase Task#5: Topographic Field Survey Verification of Accessibility: 1 week after Notice to Proceed (NTP) for this phase Task#6: Consultant Coordination and Data Evaluation: 2 week after Notice to Proceed (NTP) for this phase Page 4 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.1 EXHIBIT C-1 COMPENSATION A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services, additional services and reimbursable expenses, shall not exceed NINE THOUSAND SEVEN HUNDRED AND FIFTY SIX DOLLARS ($9,756). CONSULTANT agrees that it shall perform all of the services set forth in EXHIBIT A-1 of this AGREEMENT, except for additional services required pursuant to Section 2, and inclusive of reimbursable expenses, for the amount of EIGHT THOUSAND TWO HUNDRED FIFTY SIX DOLLARS($8,256). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C-1 is ONE THOUSAND FIVE HUNDRED DOLLARS ($ 1,500). B. Method of Payment For Task Nos. 1 through 6 CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule (Schedule D below) for services performed, and reimbursable expenses incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty (30) working days of receipt of the Invoice. The Invoice shall be based on the percentage of milestone completed, and it shall describe the topics and tasks completed during the Invoice period in accordance with the Budget Schedule and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth below. CONSULTANT also shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. Page 5 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No. 1 C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation Task#1: Create as Build Drawings $ 1,000 Task#2: Revised Drawings $2,500 Task#3: Cost Estimates $500 Task#4: Meetings $500 Task#5: Topographic Field Survey Verification of Accessibility $3,220 Task#6: Consultant Coordination and Data Evaluation $536 Additional Services $1,500 TOTAL $9,756 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed NINE THOUSAND SEVEN HUNDRED FIFTY SIX DOLLARS ($9,756). Page 6 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.1 D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE PERCENT OF TASK COMPENSATION PAIL UPON COMPLETION OF MILESTONE Task#1 — Create As Built Drawings 100% 100% Task#2— Revised Drawings 100% Task#3— Cost Estimates 100% Task#4— Meetings 100% Task#5— Topographic Field Survey Verification of Accessibility 100% Task#4— Consultant Coordination and Data Evaluation 100% Additional Services Paid pursuant to Subsection G below. Page 7 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No. 1 E. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. F. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT's maximum compensation, including, but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test prints, 8 1/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Tasks 1-4 of EXHIBIT A-1. G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a maximum not to exceed or a time and material basis not to exceed at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of O:\TE THOUSAND FIVE HUNDRED DOLLARS ($ 1,500) for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additional Services are authorized, CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule attached to this EXHIBIT C-1. The rates shown in the EXHIBIT C-2 shall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C-1. Page 8 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No.1 EXHIBIT C-2 CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES Siegel&Strain Architects Principal $185 Architectural Historian $165 Project Manager $145 Project Architect $125 Support Staff $70 Page 9 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits for Amendment No. 1 McClellan Ranch Milk Barn Restroom Upgrades 9c3 ADDITIONAL ENCUMBERANCE NO. 1 /i March 4,2013 Contractor: Siegel & Strain Architects 1295 59th Street Emeryville, CA 94608 The following change is hereby approved and request for additional encumbrance: 1A. Additional Services outlined in Amendment No. 1 $3,756.00 Total Additional Encumbrance No. 1 $3,756.00 Total Project Encumbrance: Original Contract $6,000.00 "/P/'1 3 Additional Encumbrance No. 1 j/ $3,756.00 . //�1/� h0 Revised Contract $9,756.09, ORIGINAL P.O. NUMBER: 00057973 ACCOUNT NUMBER: 110-8101-7014 APPROVED BY: Timm orden, . Director of Public Works Date 37/1/0 OFFICE OF THE CITY CLERK �• CITY HALL 10300 TORRE AVENUE• CUPERTINO, CA 95014-3255 .I94, TELEPHONE: (408) 777-3223• FAX: (408)777-3366 .f WEBSITE:www.cupertino.org CUPERTINO February 28, 2013 Siegel & Strain Architects 1295 59th Street Emeryville, CA 94608 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, E:;;AA., Brittany Carey Senior Office Assistant City of Cupertino Enclosure cc: Public Works r , AGREEMENT BETWEEN THE CITY OF CUPERTINO AND SIEGEL&STRAIN ARCHITECTS FOR CONSULTANT SERVICES FOR MCCLELLAN RANCH MILK BARN RESTROOM UPGRADES C �r� 9 ?,2 `' / THIS AGREEMENT,for reference dated 2/13 ,2013, is by and between 1 CITY OF CUPERTINO, a municipal corporation(hereinafter referred to as"City"),and, Siegel&Strain Architects, a California corporation,whose address is 1295 59TH Street, Emeryville,CA 94608;phone no.510-547-8092;e-mail:hsiegel @siegelstrain.com (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 Architectural services for the McClellan Ranch Milk Barn Restroom Upgrades 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 the date this agreement is executed and shall terminate on May 31, 2013,unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit"A".titled "Scope of Services" which is attached hereto and incorporated herein by this reference. 3. SCHEDULE OF PERFOMRANCE; The Services of Consultant are to be completed according to the schedule set out in Exhibit B, titled "Schedule of Performance ", which is attached hereto and Page 1 of 11 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed SIX THOUSAND DOLLARS ($ 6,000. The rate of payment is set out in Exhibit C, titled "Compensation", which is attached hereto and incorporated herein. 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. 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. 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. 7. 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. 8. 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 Page 2 of 11 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Consultant. 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. 9. PROJECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. Carmen Lynaugh, Public Works Project Manager is hereby designated as the Director of Public Works' designee and Project Manager, and shall supervise the progress and execution of this Agreement. 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 Consuli:ant 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. The designated Consultant Project Manager shall be Henry Siegel. HOLD HARMLESS: 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 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,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. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the negligence or willful misconduct of City,its agents or employees. Irrespective of any language to the contrary in this Agreement or under applicable law,Consultant shall have no duty to provide or fund up-front Page 3 of 11 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades defense costs of City against unproven claims or allegations,but shall reimburse those reasonable attorneys'fees,expert fees and all other costs and fees of litigation incurred by City that are caused by the negligence,recklessness or willful misconduct of Consultant,its employees, agents and sub-consultants (collectively, "Defense Costs"). However, Consultant shall provide its immediate cooperation, at no additional cost to the City,to the City in defending such claims. In the event City tenders a claim to Consultant for damages alleged to arise out of,pertain to,or relate to the Consultant's negligence,recklessness or intentional misconduct or for the reimbursement of Defense Costs,and the parties are unable to mutually agree to a resolution,such issues shall be decided by a single arbitrator,chosen by the parties,in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then obtaining unless the parties agree otherwise. This agreement to arbitrate shall be specifically enforceable under the California Arbitration Act. The award rendered by the arbitrator shall be final,and judgment may be entered upon it in accordance with the applicable law in any court having jurisdiction thereof. 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 the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to 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 the 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 Consultant'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. Page 4 of 11 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades 10. 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 12A,B, C,D and E. Such certificates or insurance policy,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 before the expiration date thereof,the insurer affording coverage shall provide thirty (30)days' advance written notice to the City of Cupertino by 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: $100,000 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: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional negligent acts,errors and omissions of Consultant in the amount of at least$1,000,000. Page 5 of 11 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades 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,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. 11. 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. 12. 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 Page 6 of 11 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades bank,trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. 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. 13. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained,only those people and subcontractors whose names are included in 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. 14. 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. 15. REPORTS: A. Each and every report,draft,work product,map,record and other document,hereinafter collectively referred to 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 1:o 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 Page 7 of 11 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades 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. F. 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 modifications to the documents. 16. 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. 17. 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:Carmen Lynaugh Page 8 of 11 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades All notices, demands,requests,or approvals from City to Consultant shall be addressed to Consultant at: Henry Siegel Siegel&Strain Architects 1295 59th Street Emeryville,CA 94608 Phone:510-547-8092 e-mail:hsiegel @siegelstrain.com 18. 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 within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of 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. In the event of termination,Consultant shall deliver to City,copies of all reports, documents,and other work performed by Consultant under this Agreement. 19. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances,rules and regulations enacted or issued by City. 20. 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. 21. 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 dc otherwise. Page 9 of 11 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades 22. 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. 23. 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 19 of this Agreement. 24. 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. 25. 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. Page 10 of 11 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades P.O. No.: ,Z)- 1-C-7 7-1 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTINO A Municipal Corporation Sic: 1&Strain Architects 110 By ":Jmm Borden, Director of Public Works Title ?r,. i dcaz Date 2-/z z ci3 Date c44113 Tax I.D. No.: CO-33 o 3 Q 6,5 1295 59th Street APPROVED AS TO FORM: Emeryville, CA 94608 Phone: 510-547-8092 L/ // ,/ 4/ Carol Korade, City At trney ATTEST: Grace Schmidt, City Clerk Contract Amount: $6,000.00 Account No. : 110-8101-7014 . _it72/2-efl Page 11 of 11 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades EXHIBIT A SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the evaluation and accessibility upgrades to the McClellan Ranch Milk Barn Restrooms located at the 22221 McClellan Road, Cupertino. SECTION 1. GENERAL A. General PROJECT Description:The PROJECT involves the creation of as built drawings and accessibility compliance upgrades to the Milk Barn Restrooms. The work shall include but is not limited to the evaluation of existing conditions and creation of a new floor plan and elevations that upgrade the restrooms to be in compliance with current accessibility standards and provide a cost estimate for the upgrades. All the work shall take in to consideration that the building will be evaluated for historical value and work must be completed in compliance with applicable building and historic preservation codes that apply. B. General Performance Requirements: 1. The performance of all 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 this scope of services and the standard of care provisions contained in this AG REEMENT. 2. The CITY's Department of Public Works shall manage the design and construction of the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter collectively "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. CONSULTANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five (5)working days after the meeting. CONSULTA:\TT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities. CONSULTANT shall coordinate all responses to comments through the CITY. 4. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. The team members shall include Burton Edwards as CONSULTANT's Principal- in-charge for the duration of the PROJECT. CONSULTANT shall not substitute any team members without the prior approval of the CITY. Page 1 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits 5. 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 included in EXHIBIT B, may be adjusted by mutual agreement. 6. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. 7. When the CITY determines that the PROJECT requirements have been sufficiently identified, CONSULTANT shall prepare and update a PROJECT schedule for the CITY at the beginning of each TASK as defined in SECTION 2- "SCOPE of SERVICES" of this EXHIBIT A. The PROJECT schedule shall identify milestone dates for decisions required of the CITY, design services furnished by CONSULTANT and CONSULTANT's SUBCONSULTANTS, dates of reviews and approvals required by all governmental agencies that have jurisdiction over the PROJECT, deliverables to be furnished by CONSULTANT, completion of documentation provided by CONSULTANT, commencement of construction and substantial completion of the construction of the PROJECT, and as identified in the exhibits under this AGREEMENT. 8. CONSULTANT shall create as built and new floor plans and a cost estimate of the upgrade and provide them to the CITY, according with this EXHIBIT A for purposes of evaluation and approval by the CITY. The CITY including the Department of Public Works Engineering and City Facilities and Department of Parks and Recreation will review the design. CONSULTANT will be responsible for causing the appropriate SUBCONSULTANT(S)to attend any meetings included in this SCOPE OF SERVICES. CONSULTANT shall make revisions as required for each task in a timely manner. C. Estimate of Probable Construction Cost: CONSULTANT shall be responsible to prepare a probable construction cost estimate for the new floor plan and upgrades. Page 2 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits SECTION 2. TASKS Task 1.Create as built drawings of the restrooms S&S will measure the existing bathrooms and create floor plans and interior elevations showing current location of all fixtures and accessories. Task 2. Revised drawings S&S will evaluate existing conditions for compliance with accessibility standards and then create new floor plans and interior elevations that will show revisions required to make the existing restrooms compliant. Task 3. Cost Estimates S&S and consultants will provide one cost estimate for the cost of the rehabilitation. Task 4. Meetings S&S has included one meeting with staff during the completion of this project.This meeting will occur during a regularly scheduled meeting for the Environmental Education Center. We anticipate that comments on the draft drawings can be handled via correspondence or web meetings. ADDITIONAL SERVICES Consultant Services beyond the work in these tasks may be provided by CONSULTANT as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional services amount of ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500.00)is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. Page 3 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by May 31, 2013. The following sets forth the distribution of CONSULTANT's Schedule of Performance for each project. The CITY may approve in writing the extension of any milestone date set in this Exhibit. Task#1: Create As Built Drawings: 1 weeks after Notice to Proceed (NTP) for this phase Task#2 Revised Drawings: 1 weeks after Notice to Proceed (NTP) for this phase Task#3: Cost Estimates: 2 weeks after Notice to Proceed (NTP) for this phase Task#4: Meetings: 2 week after Notice to Proceed (NTP) for this phase Page 4 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits EXHIBIT C COMPENSATION A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services, additional services and reimbursable expenses, shall not exceed SIX THOUSAND DOLLARS ($6,000). CONSULTANT agrees that it shall perform all of the services set forth in Exhibit A of this AGREEMENT, except for additional services required pursuant to Section 2, and inclusive of reimbursable expenses, for the amount of FOUR THOUSAND FIVE HUNDRED DOLLARS ($4,500). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C is ONE THOUSAND FIVE HUNDRED DOLLARS ($ 1,500). B. Method of Payment For Task Nos. 1 through 4 CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule (Schedule D below) for services performed, and reimbursable expenses incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty (30) working days of receipt of the Invoice. The Invoice shall be based on the percentage of milestone completed, and it shall describe the topics and tasks completed during the Invoice period in accordance with the Budget Schedule and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth below. CONSULTANT also shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. Page 5 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation Task#1: Create as Build Drawings $ 1000 Task#2: Revised Drawings $2500 Task #3: Cost Estimates $500 Task#4: Meetings $500 Additional Services $1,500 TOTAL $6,000 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed SIX THOUSAND DOLLARS ($6,000). Page 6 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE PERCENT OF TASK COMPENSATION PAIL UPON COMPLETION OF MILESTONE Task#1 — Create As Built Drawings 100% 100% Task#2— Revised Drawings 100% Task #3— Cost Estimates 100% Task#4— Meetings 100% Additional Services Paid pursuant to Subsection G below. Page 7 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits E. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. F. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT's maximum compensation, including, but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test prints, 8 1/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Tasks 1-4 of EXHIBIT A. G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a maximum not to exceed or a time and material basis not to exceed at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of ONE THOUSAND FIVE HUNDRED DOLLARS ($ 1,500) for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additional Services are authorized, CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule attached to this EXHIBIT C. The rates shown in the EXHIBIT C-1 shall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. Page 8 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits EXHIBIT C-1 CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES Siegel & Strain Architects Principal $185 Architectural Historian $165 Project Manager $145 Project Architect $125 Support Staff $70 Page 9 of 9 Siegel&Strain Architects Agreement McClellan Ranch Milk Barn Restroom Upgrades Exhibits