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13-194 Kimley-Horn and Associates, Inc., Consultant Service for Plans, Specifications, and Estimates for Fiber Optic Connection to Quinlan CenterDecember 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.cupertino.org Kimley -Horn and Associates, Inc. 1300 Clay Street, Suite 325 Oakland, CA 94612 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, _ 7v Dorothy Steenfott Senior Office Assistant cc: Public Works Enclosure J' AGREEMENT BETWEEN THE CITY OF CUPERTINO AND KIMLEY -HORN AND ASSOCIATES, INC., FOR CONSULTANT SERVICES FOR PLANS, SPECIFICATIONS AND ESTIMATES FOR FIBER OPTIC CONNECTION TO THE QUINLAN COMMUNITY CENTER po-�7j. a335 . rat THIS AGREEMENT, for reference dated Oe C . I. , 20 3 is by and between CITY OF CUPERTINO, as iintnicipal corporation (hereinafter referred to as "City "), aZ imley -Horn aztd Associates, Inc; a California Corporation whose address T300 Clay-Street, Suite 325, Oakland, CA 94612, (510) 625- 0712_(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 sk=ill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described hE!rein. D. City and Consultant desire to enter into an agreement for Plans, .Specifications and Estimate documents for a fiber optic connection to the Quinlan Community Center 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 July 31, 2014, -unless terminated earlier as set forth herein. �- Page 71 of 12 Kimley -Horn Agreement — Quinlan Fiber Connection 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A ". titled "Scope of Work" which is attached hereto and incorporated herein by this reference. 3. SCHEDULE OF PERFOMRANCIE: The Services of Consultant are to be completed according to the schedule set out in Exhibit A. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant trader this agreement shall not exceed Two Thousaj.ld Six Hundred and Ninety -Five Dollars ($2,695.00). The rate of payment is set out in Exhibit A. 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 Page 2 of 12 Kimley -Horn Agreement — Quinlan Fiber Connection associated with an employer - employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. S. 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. David Stillman, Senior 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 Elbert Chang. 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 3 of 12 Kimley -Horn Agreement - Quinlan Finer Conriection 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 u1 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, includinz; 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. Sud.1 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' Page 4 of 12 Kimley -Horn Agreement - Quinlan Fiber Connection 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 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) (2) (3) Workers' Compensation: Statutory coverage as required by the State of California. Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence �- I,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. Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence Page 55 of 12 Kimley -Horn Agreement — Quinlan Fiber Cormection 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 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. 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 Page 6 of 12 Kimley -Horn Agreement — Quinlan Fiber Connection fill out a conflict of interest form if the services provided tinder 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 TRAr1SFERS: 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. 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 inn connection with the performance of services hereiunder. Page 7 of 12 Kimley -Horn Agreement- Quinlan Fiber Connection 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. 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 ether 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 there from as necessary, and to allow inspection of all work, Page 3 of 12 Kimley -Horn Agreement — Quinlan Fiber Connection 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. 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: Kimley -Horn and Associates, Inc. 1300 Clay Street, Suite 325 Oakland, CA 94612 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 Consultan t 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 Page 9 of 12 Kimley -Horn Agreement- Quinlan Fiber Connection 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 st --ate or federal laws and all ordinances, rules and regulations enacted or issued by City. 22. CONFLICT OF LAW: This Agreement shall be interpreted tinder, 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 tu-iless 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. Page 10 of 12 Kimley -Horn Agreement — Quinlan Fiber Connection 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 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 Kimley -Horn Agreement — Quinlan Fiber Cormection P.O. No.: IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT :imley-Horn and Title V /c'e r ;e s; Date i I Z� 3 Inc. Tax I.D. No.: I—n(O ' M51Q15 Address: OUKlar�i , C�a��ta CITY OF CUPERTINO A Municipal Corporation 'By Timm Borden, Director of Public Works Date 1Z-� 1-2i .APPROVED AS TO FORM: Carol Korade, City Attorney ATTEST: Grace Schmidt, City Clerk Contract Amount: $2,695.00 Account No.: 420 -9266 -9300 Page 12 of 12 Kimley -Horn Agreement — Quinlan Fiber Connection Ci KimleyHom W and Associates, Inc. 1300 Clay Street, Suite 325 Oakland, CA 94612 (510) 625 -0712 (via email) November 15, 201 Mr. David Stillman, P.E. City of Cupertino Traffic & Engineering (Public Works) 10300 Torre Ave. Cupertino, CA 95014 RE: Proposal for Cupertino Quinlan Community Center Fiber Connection Dear David: Thank you for inviting Kimley -Horn and Associates, Inc. to perform engineering services for providing PS &E documents for fiber connection to the Quinlan Community Center.. As requested; we offer the attached Scope of Work and Fee Estimate to perform these services. If you have any questions, please do not hesitate to call me at (5 10) 350 -0215. We look forward to working with you and the City on this project. Sincerely, KIMLEY- HORNAND ASSOCIATES, INC. m� '-Z et-�r' Elbert Chang, P.E. Project Manager C M FI KimleyHom and Associates, Inc. SCOPE OF WORK The City of Cupertino would like to provide a fiber connection (8- strands preferred) between City Hall and Quinlan Community Center. Key assumptions o Design is from Cupertino Comcast Fiber project DRAFT Plans (May 2010) —No field work included in scope of services. o Specifications shall be based on Cupertino Comcast Fiber project. o Project meetings will be done by telephone. In person meetings not included in scope of services. C City fiber diagram shall be basis of fiber -optic assignments. o Utility coordination and request letters will not be prepared. o Post - design services is not included in the scope of services The following are the proposed tasks and scope for the project: Task 1 —DATA COLLECTION Under this task, Kiinley -Horn will gather the CAD files from the Cupertino Comcast Project and Cupertino Fiber diagram. It is anticipated that the data collection will be completed 2 days ofNTP. Task 2 — DRAFT PS &E KHA will review the information gathered in Task 1 and prepare the DRAFT Plans, Specifications (technical provisions), and Estimate of probable construction cost (PS &E). Base maps will be from previous project. We anticipate the following plan sheets for this submittal: 1. Title Sheet with vicinity map (l sheet) 2. Notes and Legend Sheet (1 sheet) 3. Field Fiber Connection Sheet (l sheets) 4. Detail (l sheet) The DRAFT PS &E will be submitted to the City for review and coordination with others. KHA will modify the Cupertino fiber diagram, calling out changes with revision clouds for City review. Deliverable KHA will submit the DRAFT PS &£ electronically: ■ Electronic Plans in .pdf format (2406) ■ Specifications in MS -Word format ■ Estimate in MS -Excel format ■ Fiber Diagram in .pdf format It is anticipated that DRAFT PS &E will be completed. I week after NTP. City of Cupertino 1111512013 Quinlan Community Center Connection C ®FJ KimleyHom and Associates, Inc. Task 3 — FINAL PS &E KHA will review City comments on the DRAFT PS &H documents and discuss them by telephone with the City. Based on the comments and discussion, KHA will advance the construction documents to FINAL design. KHA will submit FINAL checkprint to City as .pdf file for 1 -day review prior to preparing mylar plans. Comments are expected to be minor and editorial in nature. it is anticipated that the FINAL design will be completed two weeks after teleconference with the City to discuss comments. The final submittal will consist of the following: Final Plans in 24 "x36" on mylar, plus l 1 "x 17" reduced plans on bond. Plans will be signed and sealed by a State of California registered civil engineer. Plans will be provided to the City of Cupertino electronically in AutoCAD format. Final Specifications will be provided in electronic and hardcopy formats. Final estimate of probable construction cost in electronic and hardcopy format. Estimated working days for construction will be included in the specifications. It is anticipated that the FINAL design will be completed 1 week after teleconference with the City to discuss comments. I FEE KHA will provide the services outlined in the scope of services on a time - and - materials basis with a contract ceiling of $2,695. An estimate of hours and cost for each task is attached to this proposal. This fee includes labor cost (including indirect and computer expenses)•and direct expenses incurred in performing these services. This information is provided as an estimate only, and IKHA reserves the right to adjust budgets between tasks while maintaining the total fee. Services other than those set forth in the Scope of Services shall constitute additional services. Additional services, suchaas attendance at in- person meetings, fieldwork, and utility coordination shall be performed only with your authorization, and be billed on a time and materials basis as per the current KHA rate schedule. 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