13-039 Harris and Associates, Inc., Consultant Services for Engineering Staff Augmentation SupportOFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE • CUPERTINO, CA 95014-3255
TELEPHONE: (408) 777-3223 • FAX: (408) 777-3366
WEBSITE: vwvw.cupertino.org
CUPERTINO
February 19, 2015
Harris & Associates, Inc.
1401 Willow Pass Road, Suite 500
Concord, CA 94520
RE: Agreement
Enclosed for your records is a fully executed original copy of the first amendment to your
agreement with the City of Cupertino for review of the Apple Campus 2 parcel map and
shoring plans. Also enclosed is a fully executed copy of the third amendment to your
agreement for engineering staff augmentation support for the City. If you have any
questions, please contact the Public Works Department at (408) 777-3354.
Sincerely,
l '
Dorothy Steenfott
Senior Office Assistant
cc: Public Works
Enclosure
PO #58005
THIRD AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF
CUPERTINO AND HARRIS.$&A.SSOCIATES, INC. FOR CONSULTANT SERVICES
FOR ENGINEERING STAFF AUGMENTATION SUPPORT
This third Amendment to the Agreement between the City of Cupertino and
Harris & Associates, Inc., for reference dated December 5th, 2014, is by and between the
CITY OF CUPERTINO, a municipal corporation (hereinafter "CITY") and Harris &
Associates, Inc., a California corporation whose address is 1401 Willow Pass Road, Suite
500, Concord, CA 94520 (hereinafter "CONSULTANT"), and is made with reference to
the following:
RECITALS:
A. On April 4th, 2013, an agreement was entered into by and between City
and Harris & Associates, Inc., for consultant services for engineering staff augmentation
support (hereinafter "Agreement").
B. On May 1, 2013, the parties entered into a first amendment to the
agreement; and
C. On July 1, 2014, the parties entered into a second amendment to the
agreement
D. City and Harris & Associates, Inc., desire to modify the Agreement on the
terms and conditions set forth herein.
NOW, THEREFORE, it is mutually agreed by and between and undersigned
parties as follows:
Exhibit C, COMPENSATION section of the Agreement is modified to read as
follows:
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, and reimbursable expenses, shall not exceed SEVENTY FOUR
THOUSAND DOLLARS ($74,000). CONSULTANT agrees that it shall perform all of the
services set forth in Exhibit A of this AGREEMENT."
Page 1 of 3
Third Amendment
B. Method of Payment
"For Task Nos. 1 and 2 CONSULTANT shall, during the term of this AGREEMENT, invoice the
CITY monthly based upon actual hours for services performed under this AGREEMENT.
(Hereinafter "Invoice.") Provided CONSULTANT has completed the services 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 following hourly, rates for the named staff for this contract
Bob Guletz, Manager of Engineering; City Surveyor $215 per hour
Patrick Dobbins, Senior Project Manager $210 per hour
Fariborz Heydari, Project Engineer $150 per hour
Julie Chiu, Project Manager $150 per hour
Hourly rates include all direct costs and reimbursable such as travel, equipment, computers,
communications and reproduction."
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
Third Amendment
IN WITNESS WHEREOF, the parties hereto have caused this modification of
Agreement to be executed.
Harris & Assoc' s, Inc. CITY OF CUPERTINO
A Municipal Corporation
By By e►--
Director of Public Works, Timm Borden
Title
Date Z / 5
0
6a,� s7JFL0
1¢, o -v -v
rr / i 0110
APPR VED AS TO FORM:
By CU lkk�V
City Attorney, Carol Korade
ATTEST:
By
Cc City Clerk, Grace Sch idt
Contract Total Amount: $74,000.00
Amendment No.1 Amount: $14,000.00
Account No.: 110-8601-7014
Page 3 of 3
Third Amendment
s
November 20, 2014
Chad Mosley
Senior Civil Engineer
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
Re: Development Review Services
Dear Chad:
& Associates.
Over the last several years, Harris & Associates (Harris) has been an integral part of your development review
team, and we look forward to continuing this relationship. Harris' proposed Project Manager, Julie Chiu, is
currently overseeing our development review efforts for the City of Gilroy. She will be an excellent candidate to
augment City staff, due to her work for Cupertino Sanitary District and her experience as a civil design engineer.
Julie's resume is enclosed for your review. I will be committed to training Julie at no cost, to ensure a smooth
transition. Based on our conversations, our estimated fee is shown below:
Thank you for this opportunity to once again provide critical review services to the City of Cupertino.
Sincerely,
Harris & Associates
Patrick Dobbins, PE, QSD
Director, Community Services
-1451", I'z'?':^ <a.:=`y' KC`.C:3t.a, :>!.il F: 150 Ali"fC;an ':-ai, i..,,? :,:�. ,.,. ^ (;<<.. 888..33 )] ® we(:if-ehc:irrls.corn
Julie Chiu, PE, QSD
Project Manager
Julie Chiu has over 8 years of experience in the design and review
of various public works projects including roadways, site design,
sanitary sewers, potable water and storm drains. Her experience
includes design of highway widening and arterial roadways, and
sewer district management. Her responsibilities include preparation
of plans, specifications and cost estimates; budget analysis
and tracking; community engagement/outreach; inter -agency
coordination; processing right-of-way documents; and program
management. Julie looks for value engineering opportunities on
her projects to reduce costs and operational betterment. She uses
Civil 3D, MS Project, MS Excel and other software on a daily basis.
Relevant Experience
City of Gilroy, Development Review Services. Julie is currently overseeing
development review services for this contract. Assignments include subdivision
maps (tentative, vesting tentative, and final), parcel maps, lot line adjustments,
mergers, and other property -related reviews and approvals. Harris has also
reviewed improvement plans, stormwater management plans/SWPPPs and
supporting documents, calculations, and reports.
City of Morgan Hill, Downtown Infrastructure Improvements. Project
Manager. The scope of work consists of a variety of program management and
construction management services on infrastructure projects. Julie provided a
review of the design consultant deliverables (plans, studies, specifications, and
cost estimates). Projects include a $10M parking garage delivered through
design/build procurement, streetscape improvements, wet utility upgrades, and
undergrounding of overhead utilities.
Additional experience includes:
• Cupertino Sanitary District
District Engineer including day-
to-day management, staff
oversight, and improvement plan
preparation and review
• County Sanitation District No.
2-3
Valley View Pump Station
Rehabilitation
Miguelito and Canyon Drive Sewer
Rehabilitation
Anderson Drive Sewer
Improvement Project
arYis 9, As oCio'f? Resumes
• Solano Transportation Authority
SR -12 Jameson Canyon Widening
Fagundes Bridge
Maldonado Vineyard Driveway
and Bridge
Spurs Trail Entrance
EDUCATION
BS, Civil Engineer
REGISTRATIONS
Professional Civil Engineer,
CA
CERTIFICATIONS
CASQA, Qualified SWPPP
Developer/Practitioner
AFFILIATIONS
California Water
Environment Association
(CWEA)
American Public Works
Association (APWA)
American Society of Civil
Engineers (ASCE)
OFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE • CUPERTINO, CA 95014-3255
TELEPHONE: (408) 777-3223 • FAX: (408) 777-3366
WEBSITE: WWW.CLipertino.org
CSF
July 17, 2014
Harris & Associates, Inc.,
1401 Willow Pass Road, Suite 500
Concord, CA 94520
Re: Second Amendment to Agreement for consultant services.
Enclosed for your records is a fully executed original copy of the agreement with the City
of Cupertino. If you have any questions, please contact the Public Works Department at
(408) 777-3354.
Sincerely,
Andrea Sanders
Senior Office Assistant
City Clerk's Office
Enclosure
cc: Public Works
SECOND AMENDMENT AGREEMENT BETWEEN THE CITY OF
CUPERTINO AND HARRIS & ASSOCIATES, INC. FOR CONSULTANT SERVICES
FOR ENGINEERING STAFF AUGMENTATION SUPPORT
This Second Amendment to the Agreement between the City of Cupertino and
Harris & Associates, Inc., for reference dated July 1st, 2014, is by and between the CITY
OF CUPERTINO, a municipal corporation (hereinafter "CITY") and Harris & Associates,
Inc., a California corporation whose address is -0,
(hereinafter "CONTRACTOR"), and is made with reference to the following:
l4 oc w c 10w 1'c�s5 [zck) Sv 11te, SUO
C N c( 45 2 0
RECITALS:
A. On April 4th, 2013, an agreement was entered into by and between City
and Harris & Associates, Inc. (hereinafter "Agreement").
B. City and Harris & Associates, Inc., desire to modify the Agreement on the
terms and conditions set forth herein.
NOW, THEREFORE, it is mutually agreed by and between and undersigned
parties as follows:
TERM section of the Agreement is modified to read as follows:
The services and/or materials furnished under this Agreement shall commence
on April 4, 2013, and shall be completed before June 30, 2015, or as extended by
agreement.
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 Iof2
Second Amendment
IN WITNESS WHEREOF, the parties hereto have caused this modification of
Agreement to be executed.
Harris & Associates, Inc. CITY OF CUPERTINO
A Municipal Corporation
B By
f� rj6e + S U et Z Director of Public Works, Timm Borden
Title Gy rnn rwvAZi- 9
Date -1 -2-( -2�t�-
APPR,qVED AS TO FORM:
By 9 AML-"- % I
City Attorney, Carol Korade
ATTEST:
By
City Clerk, Grace Schmidt -7 �Y
Page 2 of 2
Second Amendment
149N I) I -o4 -0(o
FIRST AMENDMENT AGREEMENT BETWEEN THE CITY OF CUPERTINO
AND HARRIS & ASSOCIATES, INC. FOR CONSULTANT SERVICES FOR
ENGINEERING STAFF AUGMENTATION SUPPORT
This First Amendment to the Agreement between the City of Cupertino and
Harris & Associates, Inc., for reference dated May 1St, 2013, is by and between the CITY
OF CUPERTINO, a municipal corporation (hereinafter "CITY") and Harris & Associates,
Inc., a California corporation whose address is 178 Second Street, Gilroy, CA 95020,
(hereinafter "CONTRACTOR"), and is made with reference to the following:
RECITALS:
A. On April 4th, 2013, an agreement was entered into by and between City
and Harris & Associates, Inc (hereinafter "Agreement").
B. City and Harris & Associates, Inc. desire to modify the Agreement on the
terms and conditions set forth herein.
NOW, THEREFORE, it is mutually agreed by and between and undersigned
parties as follows:
TERM section of the Agreement is modified to read as follows:
The services and/or materials furnished under this Agreement shall commence
on April 4, 2013, and shall be completed before December 31, 2013, or as extended by
agreement.
Except as expressly modified herein, all other terms and covenants set forth in
the Agreement shall remain the same and shall be in full force and effect.
Page 1 of 2
First Amendment
IN WITNESS WHEREOF, the parties; hereto have caused this modification of
Agreement to be executed.
Harris & Associates, Inc. CITY OF CUPERTINO
A Municipal Corporation
By By , < < 0
Director of Public Works, Timm Borden
Title U
Date 151312-01
APPROVED AS TO FORM:
By
vsa�a�
676ty Attorney, Carol Kor de
ATTEST:
By S'22I,3
! City Clerk, Grace Schmidt
Page 2 of 2
First Amendment
AGREEMENT BETWEEN THE CIT)' OF CUPERTINO AND HARRIS &
ASSOCIATES, INC. FOR CONSULTANT SERVICES FOR ENGINEERING
STAFF AUGMENTATION SUPPORT �'`�
R,&A rm -O J446
THIS AGREEMENT, for reference dated �` `1 2013, is by and
between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to
as "City"), and Harris and Associates, Inc., a California corporation, whose
address is 178 Second Street, Gilroy, CA 95020 (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
Engineering staff augmentation services and support for development review
and map review/contract city surveyor services 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 agement is
executed and shall terminate on June 30, 20131 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.
Page 1 of 12
City of Cupertino/Harris & Associates Agreement
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 incorporated herein by this reference.
4. COMPENSATION TO CONSULTANT:
The maximum compensation to be paid to Consultant under this
agreement shall not exceed SIXTY THOUSAND DOLLARS ($60,000 . 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 itemLs, if required, are the responsibility of
Page 2 of 12
City of Cupertino/Harris & Associates Agreement
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 Consultant.
9. 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.
10. PROJECT COORDINATION
CITY: Director of Public Works shall be representative of City for all
purposes under this Agreement. Chad Mosley, Associate Civil Engineer, 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 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. The
designated Consultant Project Manager shall be Patrick Dobbins, Senior Project
Manager.
11. 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
Page 3 of 12
City of Cupertino/I-larris & Associates Agreement
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. 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
negligence or willful misconduct of City, its agents or employees.
B. Claims for Other Liability. Consultant shall, to the fullest extent
allowed by law, with respect to all services performed in connection with
the Agreement indemnify, defend, and hold harmless 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 performance of this Agreement by Consultant
or Consultant's employees, officers, officials, agents or independent
contractors. Such costs and expenses shall include reasonable attorneys'
fees of counsel of City's choice, expert fees and all other costs and fees of
litigation.
12. 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, which do
not limit Consultant's indemnification, shall also contain substantially the
following statement: "Should any of the above insurance covered by this
certificate be canceled or coverage reduced before the expiration date thereof, the
insurer affording coverage shall provide thirty (30) days' advance written notice
to the City of Cupertino by certified mail, Attention: City Manager." It is agreed
that Consultant shall maintain in force at all times during the performance of this
Agreement all appropriate coverage of insurance required by this Agreement
Page 4 of 12
City of Cupertino/Harris & Associates 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) Liabili :
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 LiabiliU:
Professional liability insurance which includes coverage for
the professional acts, errors and omissions of Consultant in
the amount of at least $1,000,000.
B. SUBROGATION WAIVER:
Consultant agrees that in the event of loss due to any of the perils for
which he/she has agreed to provide comprehensive general and automotive
liability insurance, Consultant shall look: solely to his/her insurance for recovery.
Consultant hereby grants to City, on behalf of any insurer providing
comprehensive general and automotive liability insurance to either Consultant or
City with respect to the services of Consultant herein, a waiver of any right to
subrogation which any such insurer of said Consultant may acquire against City
by virtue of the payment of any loss under such insurance.
Page 5 of 12
City of Cupertino/Harris & Associates Agreement
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.
13. 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.
14. PROHIBITION AGAINST TRANSFERS:
Consultant shall not assign, sublease, hypothecate, or transfer this
Agreement, or any interest therein, directly or indirectly, by operation of law or
otherwise, without prior written consent of City. Any attempt to do so without
said consent shall be null and void, and any assignee, sublessee, hypothecate or
transferee shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer. ]However, claims for money by
Consultant from City under this Agreement may be assigned to a bank, trust
company or other financial institution without prior written consent. Written
notice of such assignment shall be promptly furnished to City by Consultant.
Page 6 of 12
City of Cupertino/Harris & Associates Agreement
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.
15. 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.
16. 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.
17. 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 to this
Agreement. Any Report, information and data acquired or required by this
Agreement shall become the property of City, and all publication rights are
reserved to City. Consultant may retain a copy of any report furnished to the
City pursuant to this Agreement.
B. All Reports prepared by Consultant may be used by City in
execution or implementation of:
(1) The original Project for which Consultant was hired;
(2) Completion of the original Project by others;
(3) Subsequent additions to the original project; and/or
(4) Other City projects as appropriate.
Page 7 of 12
City of Cupertino/Harris & Associates Agreement
C. Consultant shall, at such time and in such form as City may
require, furnish reports concerning the status of services required under this
Agreement.
D. All Reports required to be provided by this Agreement shall be
printed on recycled paper. All Reports shall be copied on both sides of the paper
except for one original, which shall be single sided.
E. No Report, information or other data given to or prepared or
assembled by Consultant pursuant to this Agreement shall be made available to
any individual or organization by Consultant without prior approval by City.
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.
18. 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 undler 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 maPubained 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.
19. 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,
Page 8 of 12
City of Cupertino/Harris & Associates Agreement
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: Chad Mosley)
All notices, demands, requests, or approvals from City to Consultant shall
be addressed to Consultant at:
Harris & Associates, Inc.
178 Second Street
Gilroy Ca, 95020
Attention: Bob Guletz
20. TERMINATION:
In the event Consultant fails or refuses to perform any of the provisions
hereof at the time and in the manner required hereunder, Consultant shall be
deemed in default in the performance of this Agreement. If such default is not
cured within the time specified after receipt by Consultant from City of written
notice of default, specifying the nature of 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.
21. COMPLIANCES:
Consultant shall comply with all state or federal laws and all ordinances,
rules and regulations enacted or issued by City.
22. 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
Page 9 of 12
City of Cupertino/Harris & Associates Agreement
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.
23. ADVERTISEMENT:
Consultant shall not post, exhibit, display or allow to be posted, exhibited,
displayed any signs, advertising, show b ills, lithographs, posters or cards of any
kind pertaining to the services performed under this Agreement unless prior
written approval has been secured from City to do otherwise.
24. 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.
25. 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.
26. 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
Page 10 of 12
City of Cupertino/Harris & Associates Agreement
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.
27. 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 11 of 12
City of Cupertino/Harris & Associates Agreement
P.O. No.: f � 60-F—
P.O. 0
IN WITNESS WHEREOF, the parties have caused the Agreement to be
executed.
CONSULTA
V
Harris & Associates, Inc
By
Name gn�ot
Title V ��-
Date 3 l�
Tax I.D. No.: q4�-2'�'a S 1;i:5
Address:
CITY OF CUPERTINO
.A. Municipal Corporation
By
Timm Borden, Director of Public Works
Date "6/-
L 1
APPROVED AS TO FORM:
Carol Korade, City Attorney
ATTEST:
Grace Schmidt, City Clerk
Contract Amount: $60,000
Account No.: 110-8601-7014
L_
3�3
Page 1.2 of 12
City of Cupertino/Harris & Associates Agreement
EXHIBIT A
SCOPE OF 'SERVICES
CONSULTANT shall perform professional services as detailed in the following sections related
to development and map review/contract city surveyor services for the City of Cupertino Public
Works Department.
SECTION 1. GENERAL
A. General PROJECT Description: The PROJECT involves providing a staff person to
augment City staff two (2) days a week for eight (8) hours per day, unless mutually
agreed upon by both the CITY and CONSULTANT to add additional working days per
week. Also, as needed to provide map review and contract City Surveyor services.
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. 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 Patrick Dobbins as CONSULTANT's Senior
Project Manager in charge for the duration of the PROJECT. CONSULTANT shall
not substitute any team members without the prior approval of the CITY.
3. 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.
SECTION 2. TASKS
Task 1. Development Review
Harris & Associates will provide a staff person two (2) days a week for eight (8) hours per day,
unless mutually agreed upon by both the CITY and CONSULTANT to add additional working
days per week at City Hall, 10300 Torre Ave. The work will include communicating with
applicants regarding their plans.
Task 2. Map Review/Contract City Surveyor Service
Harris & Associates will review maps and provide contract City Surveyor services when the
service is required.
Page 1 of 3
Harris & Associates Agreement
Exhibits
EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall complete all work by June 30, 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:
Development Review:
1 week after
Notice to
Proceed (NTP)
for this phase
Task #2
Map Review/Contract City Surveyor Service: On an as needed
N/A weeks
Basis
after Notice to
Proceed (NTP)
for this phase
Page 2 of 3
Harris & Associates Agreement
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, and reimbursable expenses, shall not exceed SIXTY THOUSAND
DOLLARS ($ 60,000). CONSULTANT agrees that it shall perform all of the services set forth in
Exhibit A of this AGREEMENT.
B. Method of Payment
For Task Nos. 1 and 2 CONSULTANT shall, during the term of this AGREEMENT, invoice the
CITY monthly based upon actual hours for services performed under this AGREEMENT.
(Hereinafter "Invoice.") Provided CONSULTANT has completed the services 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 following hourly rates for the named staff for this contract
Bob Guletz, Manager of Engineering; City Surveyor $215 per hour
Patrick Dobbins, Senior Project Manager $195 per hour
Fariborz Heydari, Project Engineer $150 per hour
Hourly rates include all direct costs and reimbursable such as travel, equipment, computers,
communications and reproduction.
Page 3 of 3
Harris & Associates Agreement
Exhibits
OFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE • CUPERTINO, CA 95014-3255
TELEPHONE: (408) 777-32214 • FAX: (408) 777-3366
WEBSITE: www.cupertino.orci
CUPERTINO
April 4, 2013
Harris and Associates, Inc.
178 Second Street
Gilroy, CA 95020
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 As i
City of Cupertino
Enclosure
cc: Public Works