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13-192 Ferh & Peers, Consultant Service for Control Traffic Counts for Apple Campus 2 Neighborhood Cut-Through Traffic Monitoring ProgramDecember 5, 2013 OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014 -3255 TELEPHONE: (408) 777 -3223 • FAX: (408) 777 -3366 WEBSITE. WWW.CUPE!rtino.org Ferh & Peers 160 W. Santa Clara Street, Suite 675 San Jose, CA 95113 RE: Agreement Enclosed for your records is a fully executed. original copy of your agreement with the City of Cupertino. If you have any questions, please contact the Public Works Department at (408) 777 -3354. Sincerely, I� Dorothy Steenfott Senior Office Assistant cc: Public Works Enclosure AGREEMENT BETWEEN THE CITY OF CUPERTINO AND FERH & PEERS FOR CONSULTANT SERVICES FOR CONTROL TRAFFIC COUNTS FOR APPLE CAMPUS 2 NEIGHBORHOOD CUT - THROUGH TRAFFIC MONITORING PROGRAM THIS AGREEMENT, for reference dated ' '20—&s by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City "), and Fehr & Peers, a Ca ifornia corporation, whose address is 160 W. Santa Clara Street, suite 675, San Jose, CA 95113 (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 control traffic counts for the Apple Campus 2 neighborhood cut- through traffic monitoring program, 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 January _31, 2014, 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 Page 1 of 12 Fehr, & Peers Agreement 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 incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed EIGHT THOUSAND Dollars ($ 8,000). 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 Page 2 of 12 Fehr & Peers Agreement 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 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. Davie( Stillman 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 N[anager designee shall be subject to the prior written acceptance and approval of the City Project Manager. The designated Consultant Project Manager shall be Franziska Church. 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 Page 3of12 Fehr & Peers Agreement 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. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. B. Claims for Other Liability. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement other than the provision of professional services covered by Section 11.A. above, 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 Page 4 of 12 Fehr & Peers Agreement 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) 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: '6100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: 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 WAIVEf:: 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 Page 5 of 12 Fehr & Peers Agreement 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 n volunteers shall be named as an additional insured under all insurance ✓��coverages, except any professional liability and workers compensation insurance, g 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 Page 6 of 12 Fehr & Peers Agreement 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. 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 properly 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 Page 7 of 12 Fehr & Peers Agreement execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and /or (4) Other City projects as appropriate. C. Consultant.shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 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 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. Page 8 of 12 Fehr & Peers Agreement 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, 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: David Stillman All notices, demands, requests, or ,approvals from City to Consultant shall be addressed to Consultant at: Franzika Church 160 W. Santa Clara Street, suite 675) San Jose, CA 95113 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: Page 9 of 12 Fehr & Peers Agreement 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 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 bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 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. Page 10 of 12 Fehr & Peers Agreement 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 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 Fehr & Peers Agreement P.O. No. ��� YS— IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTINO A Municipal Corporation FEHR & PEERS B B Y Y Timm Borden, Director of Public Works Name �c�P �nn Date. i \ � Title 7 s!�Dcx Y- Date '� . I E &t 13 Tax I.D. No.: bc -- OOKW� APPROVED AS TO FORM: Address: ? • %Act C" s� #(-'W u,; � ► CA- gsub Carol Korade, City Attorney ATTEST: Iz-z �13 - ��a4v Grace Schmidt, City Clerk Contract Amount: $ 8,000 Y I v Account No.: 110 -8601 -9327 Page 12 of 12 Fehr & Peers Agreement EXHIBIT A SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to providing the collection of control counts of traffic on selected neighborhood streets prior to the start of construction for the Apple Campus 2. These counts are control counts and are part of the Apple Campus 2 Neighborhood Cut-Through Traffic Monitoring Program as required by the Final Enviromnental Impact Report. SECTION 1. GENERAL A. General PROJECT Description: The PROJECT involves the collection of control counts of traffic on selected neighborhood streets prior to the start of construction for the Apple Campus 2. The counts will be compared to Final Monitoring Plan's baseline counts, which will be collected closer to the actual opening date of the Apple Campus 2 project. The streets included in the counts are: a. Marion Wy. —just east of Wolfe Rd.. b. Inverness Wy. — just east of Wolfe Rd. c. Nightingale Ave. — just south of h werness Wy. d. Peacock Ave. —just south of Inverness Wy. e. Quai Ave. — just south of Inverness Wy. f. Kerry Ave. — just west of Lochinar Ave. g. Pri-meridge Ave. —just west of Meadow Ave. h. Hillsdale Ave. — just south of Pruneridge Ave. i. De Soto Ave. — just west of Lawrence Exwy. 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 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 Page] of 5 Fehr & Peers Agreement Exhibits 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. 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, 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. SECTION 2. TASKS Task 1: Data Collection CONSULTANT shall conduct three -day (72 -hour) mid -week (Tuesday through Thursday) roadway volume counts on the streets identified in the project description. CONSULTANT shall conduct field visits of the neighborhood streets to observe travel patterns during the peak morning and evening commute periods. Task 2: Reporting CONSULTANT shall prepare a short memorandum, including tables and graphics, summarizing the results of the data collection effort and submit it to the City. CONSULTANT shall provide a draft memorandum for CITY review and comment. It is assumed 2 hours to respond to comments on the draft memorandum. before finalizing the documentation. CONSULTANT shall prepare the final documentation memorandum and present it to the CITY in paper format and electronic format. Page 2 of 5 Fehr & Peers Agreement Exhibits EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by January 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: Data Collection the week of November 11, 2013 Task #1: Reporting 3 weeks after data collecton Page 3 of 5 Fehr & Peers 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, additional services and reimbursable expenses, shall not exceed EIGHT THOUSAND DOLLARS ($ 8,000). B. Method of Payment For Task Nos. 1 through 2 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 rembursable 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 (M) working days of receipt of the Invoice. The Invoice shall be based on the percentage of ndlestone 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 lnvoice shall also show the total to be paid for the Invoice period. C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Description Task #1: Data Collection Task #2: Reporting Task Compensation $ 6,000 $ 2,000 TOTAL $ 8,000 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CI-TY may approve in writirng the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed EIGHT THOUSAND DOLLARS ($ 8,000). Page 4of5 Fehr & Peers Agreement Exhibits D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE. Task #1— Data Collection Task #2 - Reporting PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE 100% 100 70% 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 lump sum compensation, including, but not limited to, any expenses related to CONSULTANT's internal checks, 81/2" x 11" copies or fax copies. There are no separate reimbursable expenses for Basic Services performed under Tasks 1 -2 of EXHIBIT A. Page 5 of b Fehr & Peers Agreement Exhibits Client #: 13635 FE1.IRPEERS ACORD- CERTIFICATE OF LIABILITY INSURANCE DATE /YY) 12/051/201201 .3 PRODUCER Dealey,, Renton & Associates P. O. Box 12675 Oakland, CA 94604 -2675 510 465 -3090 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURED Fehr & Peers 100 Pringle Ave, Suite 600 Walnut Creek, CA 94596 INSURER A: Hartford Casualty Insurance Co. INSURER B: American Automobile Ins. Co. INSURER C: ACE American Insurance Company INSURER D: INSURER E.. CAVFRAr;FS THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HERE=IN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DA'rE MM /DDIYY POLICY EXPIRATION DATE MM /DD/YY LIMITS A GENERAL LIABILITY 57SBWVAl664 11101/13 11/01/14 EACH OCCURRENCE $1,000, 00 FIRE DAMAGE (Any one fire) $1,000,000 X COMMERCIAL GENERAL LIABILITY MED EXP (Anyone person) $10,000 CLAIMS MADE I-XI OCCUR PERSONAL &.ADV INJURY $1,000,000 GENERAL. AGGREGATE s2,000,000 GEN'L AGGREGATE LIM ITAPPLIES PER: PRODUCTS - COMP /OPAGG s2,000,000 POLICY X ECOT LOC _ A AUTOMOBILE LIABILITY ANY AUTO 57SBWVA1664 111'01/1..3 11/01/14 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS X X BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Per-accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO S AUTO ONLY: AGG EXCESS LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR CLAIMS MADE $ DEDUCTIBLE $ RETENTION $ B WORKERS COMPENSATION AND WZP81009389 05J01/13 05/01/14 X TORY LIMIT MIT OTH- S I I ER E.L. EACH ACCIDENT $1.,000,000 EMPLOYERS! LIABILITY E.L. DISEASE - EA EMPLOYEE1 $1.,000.,000 El. DISEASE - POLICY LIMIT 1 $1,000,000 C OTHER professional G23669687002 12106/13 12106/14 $3,000,000 per Claim Liability $3,000,000 Anni Aggr. DESCRIPTION OF OPERATIONSILOCATIONSNEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS General Liability Policy excludes claims arising out of the performance of professional services. RE: ALL OPERATIONS OF THE NAMED INSURED. The City of Cupertino is included as Additional Insured for General and Automobile Liability. Insurance is primary per policy farm. A Waiver of Subrogation applies to General and Automobile Liability. CFRTIFICATE HOLDER I I ADDITIONAL INSURED: INSURER LETTER: 4ANL tLLAIIVN IU Udya wl Ivvn-rdynronc City of Cupertino 10300 Torre Ave. Cupertino, CA 95014 SHOULD ANYOFTHE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL y €)tXWA=XjiPMAIL 30 —DAYS WRITTEN NOTICE TOTHE CERTIFICATE H OLDER NAM ED TOTH E. LEFT, B)tVp#I,it1yRR"yQyp7rfAXbt XXX E6DPRkR ITECtlGDiX7QR7 dNXK17 Y3QxOPJP %XkR7SXk9rAAQiCII7i70JRX REPRESENTATIVE ACORD 25 -S (7197)1 of 1 #S821635/M820585 NMF U A1,UKU L UKrUKAI IUN IUOO Insured: Insurer: Policy Number: Policy Effective Date Additional Insured: Fehr & Peers Hartford Casualty Insurance Co. 57SBWVA1664 11/01/13 City of Cupertino EXCERPTS FROM: Hartford Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM C. WHO IS AN INSURED 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through, f. below are additional insureds when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury, "property damage" or "personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products- completed operations hazard, but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury, "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: inspection, or engineering E.5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights'or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. E.7.b.(7).(b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. E.8.b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against "any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. EXCERPT FROM Hartford Form SS 04 38 06 01 HIRED AUTO AND NON -OWNED AUTO B. With respect to the operation of a "non -owned auto ", WHO IS AN INSURED is replaced by the following: The following are "insureds ": d. Anyone liable for the conduct of an "insured ", but only to the extent of that liability.