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14-018 Fehr & Peers, Consultant Services for Parkside Trails�Si.i9ss February 6, 2014 OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014 -3255 TELEPHONE: (408) 777 -3223 • FAX: (408) 777 -3366 WEBSITE: www.cuperlino.org Fehr & Peers 160 W. Santa Clara Street, Ste. 675 San Jose, CA 95113 Re: Agreement for consultant services for Parkside Trails. A fully executed copy of the agreement for consultant services with the City of Cupertino is enclosed. If you have any questions or need additional information, please contact the Community Development Department at (408) 777 -3308. Sincerely, Andrea Sanders Senior Office Assistant Enclosure cc: Community Development AGREEMENT BETWEEN THE CITY OF CUPERTINO AND FEHR & PEERS -1/b DI FOR CONSULTANT SERVICES FOR PARKSIDE TRAILS 1169 2- 14 THIS AGREEMENT, for reference dated January 24111, 2014, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City "), and Fehr & Peers, a California corporation, whose address is 160 W Santa Clara Street, Suite 675, San lose, 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 site plan evaluation for the Parkside Trails project-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 January 241h, 2014, and shall terminate on June 30, 2015, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED!: Consultant shall perform each and every service set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSUI_CANT: Consultant shall be compensated for services performed pursuant to this Agreement in the amount not to exceed ;FIVE THOUSAND NINE HUNDRED FIFTY DOLLARS ($5;950), set forth in E>1libit "A ", which is attached hereto and incorporated herein by this reference. Payment shall be made by checks drawn on the treasury of the City, to be taken from the 110 -2218 fund. 4. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 5. 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. 6. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer- independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer- employee relationship from any fees due Consultant. Payments of the above: items, if required, are the responsibility of Consultant. 7. 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. 8. NON - DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer /employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS: Indemnification: 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, whether physical, emotional, consequential or otherwise, arising out, pertaining i:o, or related to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractor;;. 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. A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to *the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, e;<pert fees and all other costs and fees of L� litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole ,, �,� aC�i�e 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 n connection with � the Agreement - indemnify, defend, and hold harmless the City and its fix` ��U'_ 0 ff cers, 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 0 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. 10. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 9A, 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) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence . or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional 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 �u which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 11. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 12. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50 %) or more of the voting.power of the corporation. 13. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 14. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services. hereunder. 15. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report ", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant 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 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. 16. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other ;such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 17. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Aarti Shrivastava, Director of Community Development All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Fehr & Peers 160 W. Santa Clara Street, Suite 675 San Jose, CA 95113 Attention: Robert H. Eckols, P.E. 18. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days' prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. 19. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 20. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the ' authorities having jurisdiction over this Agreement (or the'successors of-those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. , 21. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 22. WAIVER:. A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other-term, covenant, or condition contained herein, whether of the same or a different character. 23. 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. 24. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 25. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit: or amplify the terms or provisions of this Agreement. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT /s �..� Fehr & Peers By Title gwi r2 s vc 66- Date / 2 if EXPENDITURE DISTRIBUTION CITY OF CUPERTINO A Municipal Corporation By � r a-. Vv o-2 . Title Associate Planner Date 2 - 3 - /1f RECOMMENDED FOR APPROVAL: Geffy'�hao Assistant Director Community Development Department A ROVED AS TO FORM: arol Korade, City Attorwy ATTEST: - cq"t" 'V"" Grace Schmidt, City Clerk,�.,,S'- IV ACCOUNT NUMBER AMOUNT 110 -2218 (Parkside Trails) $5,950.00 � r FEHR%PEERS Exhibit A January 22, 2014 Simon Vuong Assistant Planner City of Cupertino — Community Development Department 10300 Torre Avenue Cupertino, CA 95104 -3202 Subject: Proposal for Additional Services for Parkside Trails Site Plan Evaluation in Cupertino, California SJ12 -1349 Dear Simon: Fehr & Peers is pleased to submit this proposal to prepare a site plan evaluation for the proposed Corbalis Property housing project on Stevens Canyon Road in Cupertino, California. In June 2012, Fehr & Peers completed a focused transportation impact analysis for the project site, which included engineering review of site - access and on -site circulation. Since June 2012, the applicant has submitted a revised draft site plan to the City of Cupertino in November 2013. The purpose of this scope of work is to evaluate site- access and on -site circulation of the draft site plan dated November 15, 2013 and the final plans to be submitted to the City of Cupertino early this year. We will build upon our previous analysis completed in June 2012 to determine if there are any circulation, sight distance, or site access constraints associated with the proposed layout. Based upon our discussions with you, this letter includes the following proposed scope of work, fee, and schedule to complete the analysis. SCOPE OF WORK This analysis will address the following points: Task 1: Collect. Data — Fehr & Peers will collect raid -week (Tuesday through Thursday) 72 -hour machine counts, including vehicle classifications, volume and speed data on Stevens Canyon Boulevard near the proposed driveway. This will supplement the data collected in June 2012, which were collected when schools were on summer break. Task 2: Review of Draft Site Plan — Fehr & Peers will review the draft site plan submitted November 2013 to the City of Cupertino and provide draft preliminary recommendations to the City in email format for consideration in the development of the final site plan. This task includes a preliminary review of the draft plan and does not: include any new technical analysis. 160 W. Santa Clara Street I Suite 675 1 San Jose, CA 95113 1 (408) 278 -1700 1 Fax (408) 278 -1717 www.fehrand oeers.corn Simon Vuong January 22, 2014 Page 2 of 2 Task 3: Review of Final Site Plan and Site Visit — Fehr & Peers will review the final site plan to determine if there are any circulation, sight distance, or site access constraints associated with the proposed layout of the site. We will use the new data collected in Task 1 to determine the proposed driveway's appropriate stopping and corner sight distances per Caltrans' most recent Highway Design Manual. There are horizontal and vertical curvature constraints on Steven Canyon Road that limit site distances at the potential project driveway. If necessary, we will include recommendations on alternative driveway locations to enhance site - access. Task 4: Documentation — We will document the methods and results of the site plan review and site visit. Editorial and minor technical comments will be incorporated into the final memorandum and submitted to you. Deliverable — Technical Memorandum FEE AND SCHEDULE The fee to evaluate the site plan and present the results in a memorandum, as described above is $5,950, which includes all professional and support staff time and direct costs. We estimate that our draft analysis will be completed within three to four weeks of receiving the final project site plan and a contract or work order. If the scope, fee, and schedule are acceptable to you, please provide a contract or work order to conduct these services. Additional services will only be conducted upon written authorization. This proposal is valid for a period of 30 days. We appreciate the opportunity to continue to work with you on this project..Should you have any questions, please call us at (408) 278 -1700. We look forward to working with you on this project. Sincerely, FEHR & PEERS /obe,H. Eckols, P.E. Senior Associate - �LO/)-J- Ashley Brooks, E.I.T. Transportation Engineer .. P Budget Parkside Trails Final Site Plan Review Fee Estimate Task Associate Engineer Support I Total Direct Task I _ Hours Costs Total Billing Rate - -> $225 $110 $130 Task 1. Collect Data 0 2 1 3 $20 $370 Counts 0 0 0 0 $300 $300 2. Review of Draft Site Plan 2 2 1 5 $40 $840 3. Review of Final Site Plan and Site Visit 4 8 1 13 $100 $2,010 4. Documentation 2 _ 12 4 18 $140 $2,430 Total 8 24 1 7 1 39 1 $600 $5,950 Fehr & Peers, January 22, 2013.