14-062 Perkins+Will, architectural services for Library Drop Shade structure project OFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE•CUPERTINO, CA 95014-3255
TELEPHONE: (408)777-3223• FAX: (408)777-3366
WEBSITE:www.c:upertino.org
CUPERTINO
April 22, 2014
Perkins+Will
185 Berry Street, Lobby One, Suite 5100
San Francisco, CA 94107
Re: Agreement for consultant services:
Enclosed for your records is a fully executed original copy of the agreement with the City
of Cupertino. If you have any questions, please contact the Public Works Department at
(408) 777-3354.
Sincerely,
Andrea Sanders
Senior Office Assistant
City Clerk's Office
Enclosure
cc: Public Works
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND PERKINS+WILL FOR
CONSULTANT SERVICES FOR ARCHITECTURAL SERVICES FOR THE LIBRARY
BOOK DROP SHADE STRUCTURE PROJECT
THIS AGREEMENT, for reference dated March 25,2014, is by and between CITY OF
CUPERTINO, a municipal corporation(hereinafter referred to as"City"), and PERKINS+WILL, a
California corporation whose address is 185 Berry Street,Lobby One, Suite 5100,San Francisco, CA 94107
(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 Californda and the Cupertino Municipal Code.
B. Consultant is specially trained,experienced and competent to perform the special
services which will be required by this Agreement; and
C. Consultant possesses the skill,experience,ability,background, certification and
knowledge to provide the services described in this Agreement on the terms and conditions described
herein.
D. City and Consultant desire to enter into an agreement for architectural services 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 and shall terminate on
December 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 this reference.
3. SCHEDULE OF PERFORMANCE:
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.
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Consultant:Perkins+Will PAGE 1 OF 10
4. COMPENSATION TO CONSULTANT:
The maximum compensation to be paid to Consultant under this agreement,shall not exceed
Twenty Thousand Dollars ($ 20,000.00). The rate of payment is set out in Exhibit C, titled
"Compensation",which is attached hereto and incorporated herein.
Consultant shall furnish to City a detailed statement of the work performed for compensation
during the term of this Agreement. Consultant may submit monthly invoices for interim progress
payments during the course of each phase, clearly stating as a minimum the total Contract.amount,
amount paid to date, percent complete and amount due.
5. TIME IS OF THE ESSENCE:
Consultant and City agree that time is of the essence regarding the performance of this
Agreement.
6. STANDARD OF CARE:
Consultant agrees to perform all services hereunder in a manner commensurate with the
prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall
be performed by qualified and experienced personnel who are not employed by the City nor have any
contractual relationship with City.
7. INDEPENDENT PARTIES:
City and Consultant intend that the relationship between them created by this Agreement is that
of employer-independent contractor. The manner and means of conducting the work are under the
control of Consultant, except to the extent they are limited by statute, rule or regulation and the express
terms of this Agreement. No civil service status or other right of employment will be acquired by virtue
of Consultant's services. None of the benefits provided by City to its employees,including but not
limited to,unemployment insurance, workers' compensation plans, vacation and sick leave are available
from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal
taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-
employee relationship from any fees due Consultant. Payments of the above items, if required, are the
responsibility of Consultant.
8. IMMIGRATION REFORM AND CONTROL ACT (IRCA)
Consultant assumes any and all responsibility for verifying the identity and employment
authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or
other federal, or state rules.and regulations. Consultant shall indemnify and hold City harmless from
and against any loss, damage, liability, costs or expenses arising from any noncompliance of this
proyision 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.
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10. PROTECT COORDINATION
CITY: Director of Public Works shall be representative of City for all purposes under this
Agreement. Katy Jensen, 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 Geeti
Silwal.
11. HOLD HARMLESS:
A. Indemnity Obligations Subject to Civil Code Section 2782.8.
1. 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 a;ny 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.
2. Notwithstanding the foregoing, the Consultant has no duty to provide or
to pay for an up-front defense against unproven claims or allegations, but shall pay or reimburse
the City for its reasonable attorneys' fees of counsel of City's choice, expert fees and all other
costs and fees of litigation to the extent: caused by the negligence, recklessness, or willful
misconduct of Consultant or its employees, officers, officials, agents or independent contractors.
However, the Consultant shall provide its immediate and active cooperation and assistance to the
City, at no additional cost to the City,in analyzing, defending, and resolving such claims.
B. Claims for Other Liability. For all liabilities other than those included within
paragraph A. above, Consultant shall, to the fullest extent allowed by law, indemnify, defend,.
and hold harmless the City and its officers, officials, agents, employees and volunteers against
any and all liability, claims, actions, causes of action or demands whatsoever from and against
any of them, including any injury to or death of any person or damage to property or other
liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement
by Consultant or Consultant's employees, officers, officials, agents or independent contractors.
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Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice,
expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this
Agreement to indemnify City to the extent that the damage is caused by the sole or active
negligence or willful misconduct of City,its agents or employees.
C. Claims involving intellectual property. In addition to the obligations set forth in (A)
and (B) above, Consultant shall indemnify, defend, and hold the City, its elected and appointed
officers; employees, and volunteers, harmless from and against any Claim in which a violation of
intellectual property rights,including but not limited to copyright or patent rights, is alleged that
arises out-of, pertains to, or relates to Consultant's negligence, recklessness or willful misconduct
under this Agreement. Such costs and expenses shall include reasonable attorneys' fees of
counsel of City's choice, expert fees and all other costs and fees of litigation.
12. INSURANCE:
On or before the commencement of the term of this Agreement, Consultant shall furnish City
with certificates showing the type, amount,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 before the expiration date thereof, the insurer affording
coverage shall provide thirty(30)clays'advance written notice to the City of Cupertino, 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 authorized to do insurance business in the State of California.
Endorsements naming.the City as additional insured in relation to the commercial general liability and
commercial automobile liability policies 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:
Commercial automotive liability coverage in the following minimum limits:
Bodily Injury: $500,000 each occurrence
Property Damage: $100,000 each occurrence
City ol'Cupertino
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or
Combined Single Limit: $500,000 each accident
(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 per claim
and in the aggregate.
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 commercial general and automotive liability insurance, Consultant,shalI look solely to his/her
insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing commercial
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 worker's compensation and
professional liability insurance, required by this Agreement. An additional insured named herein shall
not be held liable for any premium, deductible portion of any loss,or expense of any nature on this policy
or any extension thereof. Any other insurance held by an additional insured shall not be required to
contribute anything toward any loss or expense covered by the insurance provided by this policy.
E. SUFFICIENCY OF INSURANCE:
The insurance limits required by City are not represented as being sufficient to protect
Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate
coverage for Consultant.
13. CONFLICT OF INTEREST:
Consultant warrants that it is not a conflict of interest for Consultant to perform the services
required by this Agreement. Consultant may be required to fill out a conflict of interest form if the
services provided under this Agreement require Consultant to make certain governmental decisions or
serve in a staff capacity as defined in'Title 2,Division 6, Section 18700 of the California Code of
Regulations.
14. PROHIBITION AGAINST TRANSFERS:
Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest
therein, directly or indirectly,by operation of law or otherwise,without prior written consent of City.
Any attempt to do so without said consent shall be null and void, and any assignee, sublessee,
hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment,
hypothecation or transfer. However, claims for money by Consultant from City under this Agreement
may be assigned to a bank, trust company or other financial institution without prior written consent.
Written notice of such assignment shall be promptly furnished to City by Consultant.
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Library Book Drop Shade Structure Project(Prj. No.2013-09)Agreement
Consultant: Perkins+Will PAGE 5 OF 10
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. OWNERSHIP OF WORK:
A. Any interest(including copyright interests) of Consultant and its subconsultants in each
and every study, document; report, draft,memoranda,work product, map, record, plan, drawing,
specification and other deliverable, in any medium prepared or created by Consultant or its
subconsultants pursuant to or in connection with this Agreement, shall be the exclusive property of City.
To the extent permitted by Title 17 of U.S. Code, all work product prepared or created under this
Agreement shall be deemed works for hire and all copyrights in such works shall be the property of City.
In the event that it is ever determined that any works prepared or created by Consultant or any
subconsul#ant under this.Agreement are not works for hire under U.S. law, Consultant hereby assigns to
City all copyrights to such works when and as created. With Owner's prior written approval,Consultant
may retain and use copies of such works for reference and as documentation of its experience and
capabilities and in its promotional materials. With respect to Consultant's standard details, Consultant
may retain the copyright, but grants to City a perpetual non-exclusive license to use such details in
connection with the Project.
B. Without limiting any other City right to any of the works prepared or created by
Consultant or its subconsultants, all works 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. Any City reuse of works shall be subject to California Business and Professions Code
Sections 5536.25, 6735, 6735.3 or 6735.4,if and to the extent applicable. Any City reuse of works for any
purpose other than those in B(1) through B(3) above, and any modifications to any of the works, shall be
at City's sole risk and expense.
D. Consultant shall, at such time and in such forth as City may require, furnish reports
concerning the status of services required under this Agreement.
City of Cupertino
Library Book Drop Shade Structure Project(Prj.No.2013-09)Agreement
Consultant: Perkins+Will PAGE 6 OF 10
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E. All written work required to be provided by this Agreement(other than large-scale
architectural plans and similar items)shall be printed on recycled paper and shall be copied on both sides
of the paper except for one original,which shall be single sided.
F. No work, information or other data given to or prepared created or assembled by
Consultant or any of its subconsultants pursuant to this Agreement, shall be made available to any
individual or organization by Consultant or any subconsultant without prior approval by City.
G. Electronic and hard copies of Consultant's work product.shall constitute the Project
deliverables. Plans shall be in CAD and PDF formats, and other documents shall be in Microsoft Word
and PDF formats.
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, data, documents, proceE,dings 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)year:;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: Katy Jensen
All notices, demands, requests, or approvals from City to Consultant shall be addressed to
Consultant at:
Perkins+Will
185 Berry Street, Lobby One
Suite 5100
City of Cupertino
Library Book Drop Shade Structure Project(Prj. No.2013-09)Agreement
Consultant: Perkins+Will PAGE 7 OF 10
f
San Francisco, CA 94107
Attention: Geeti Silwal
20. TERMINATION:
In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in
the manner required hereunder, Consultant shall be deemed in default in the performance of this
Agreement. If such default is not cured within the time specified after receipt by Consultant from City of
written notice of default, specifying the nature of such default and the steps necessary to cure such
default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof.
City shall have the option, at its sole discretion and without cause,of terminating this Agreement
by giving seven (7)days' prior written notice to Consultant as provided herein. Upon termination of this
Agreement,each party shall pay to the other party that portion of compensation specified in this
Agreement that is earned and unpaid prior to the effective date-of termination.
In the event of termination, Consultant shall deliver to City, copies of all reports,documents, and
other work performed by Consultant under this Agreement.
21. COMPLIANCES:
Consultant shall comply with all state or federal laws and all ordinances, rules and regulations
enacted or issued by City.
22. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State of California
excepting any choice of law rules which may direct the application of laws of another jurisdiction. The
Agreement and obligations of the parties are subject to all valid laws, orders, rules,and regulations of the
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.
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Consultant: Perkins+Will PAGE S OF 10
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 arty 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-ierms or provisions of this Agreement.
City of Cupertino
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Consultant: Perkins+Will PAGE 9 OF 10
P.O. No.: �O�g 0
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CONSULTANT CITY OF CUPERTINO
Perkins+Will A Municipal Corporation
A California Corporation
B By r
Timm Borden, Director of Public Works
Name
Date
Title
Date
Tax I.D. No.:
APPROVED AS TO FORM:
Address:
185 Berry Street,Lobby One
Suite 5100 NA10"
San Francisco, CA 94107 Carol Korade, City Attorn y
ATTEST:
c
t
Grace Schmidt,City Clerk
Contract Amount: $20;000
Account No. :420-9273-9300
Po# 000S�H°� $)��
City of Cupertino
Library Book Drop Shade Structure Project(Prj.No.2013-09)Agreement
Consultant: Perkins+Will PAGE 10 OF 10
EXH1113IT A
SCOPE OIL SERVICES
CONSULTANT shall perform professional services as detailed in the following sections related
to the planning, design and construction of the Cupertino Library Shade Structure.
SECTION 1. GENERAL
A. General PROJECT Description:The PROJECT involves the design and construction of a
shade structure for the book return area at the Cupertino Library. The design shall
incorporate materials, colors, and other architectural elements of the existing library and
provide.sun protection for the book return screens so that library users may read the
screens when returning books. The PROJECT budget is$75,000 which includes all soft
costs, hard cost and contingencies.
B. General Performance Requirements:
1. The performance of all services by CONSULTANT shall be to the satisfaction of
the CITY, in accordance with the express terms hereof,including but not limited
to the terms set out in detail in this scope of services and the standard of care
provisions contained in this AGREEMENT.
2. The CITY'S Department of Public Works shall manage the design and
construction of the PROJECT and this AGREEMENT. CONSULTANT shall
receive final direction from the CITY's Director of Public Works or his/her
authorized designee (hereinafter collectively "CITY") only. The CITY shall
resolve any conflicting direction from other groups, departments or agencies.
3. CONSULTANT shall coordinate-this scope of services with the CITY as well as
with other CITY consultants and contractors, as needed or as directed by the
CITY. CONSULTANT shall schedule meetings and prepare meeting agendas
and minutes for all PROJECT meetings during the design phase under the scope
of work. All minutes of meetings are due to the CITY within five (5) working
days after the meeting. CONSULTANT shall provide copies of such
documentation to the CITY, and as directed by the CITY,to other appropriate
agencies and entities. CONSULTANT shall coordinate all responses to
comments through the CITY.
4. The CITY shall direct CONSULTANT with respect to programming and
functionality of the PROJECT space. The CITY shall approve design milestones
and cost estimates from Conceptual Design, Schematic Design through
Construction Documentation phases. CITY shall issue building permit for the
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construction. For the purpose of this AGREEMENT, direct written authorization
or approval from the CITY shall mean and require4he signatures of the CITY.
5. CONSULTANT shall designate and provide to the CITY the names of their team
members for the PROJECT. The team members shall be satisfactory to the CITY.
The team members shall include Geeti Silwal, Senior Associate as
CONSULTANT's Principal-in-charge for the duration of the PROJECT.
CONSULTANT shall not substitute any team members without the prior approval
of the CITY.
6. 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.
7. CONSULTANT shall manage its SUBCONSULTANTS, and administer,the
PROJECT. CONSULTANT shall consult with the CITY, research applicable
design criteria, communicate with members of the PROJECT team, and issue
progress reports as necessary and directed by the CITY.
8. When the CITY determines that the PROJECT requirements have been
sufficiently identified, CONSULTANT shall prepare and update a PROJECT
schedule for the CITY at the beginning of each TASK as defined in SECTION 2-
"SCOPE of SERVICES" of this EXHIBIT A. The PROJECT schedule shall identify
milestone dates for decisions required of the CITY, design services furnished by
CONSULTANT and CONSULTANT's SUBCONSULTANTS, dates of reviews
and approvals required by all governmental agencies that have jurisdiction over
the PROJECT, deliverables to be furnished by CONSULTANT, completion of
documentation provided by CONSULTANT, commencement of construction
and substantial completion of the construction of the PROJECT, and as identified
in the exhibits under this AGREEMENT.
9. CONSULTANT shall submit design and construction documents to the CITY,
according to SECTION 2—"SCOPE OF SERVICES", of this EXHIBIT A for
purposes of evaluation and approval by the CITY. The CITY, including the
Department of Public Works and the Building Department,will review the
design during each phase. CONSULTANT will meet with the CITY for progress
review at various stages of the PROJECT. CONSULTANT will be responsible for
causing the appropriate SUBCONSULTANT(S) to attend any meetings included
in this SCOPE OF SERVICES. CONSULTANT shall make revisions to the design
and construction documents as required for each task in a timely manner.
10. CONSULTANT shall assist the CITY, as requested by the CITY, in connection
with the CITY's responsibility for filing documents required for the approval of
governmental authorities having jurisdiction over the PROJECT, including
submitting to the CITY's Building Department for a building permit.
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11. CONSULTANT shall prepare and present to the CITY an Organization Chart,
Directory, and Communication Flow Chart at the PROJECT Kick-Off Meeting.
This meeting shall introduce team members, establish routes of communication,
and discuss the participants' roles, responsibilities, and authority.
12. CONSULTANT shall submit written requests for all information and official
documents related to the PROJECT to the CITY.
E. Estimate of Probable Construction Cost:: CONSULTANT shall be responsible to design
the PROJECT and provide an Estimate of Probable Construction Cost consistent with the
following procedures and requirements.
1. CONSULTANT shall be responsible for designing the PROJECT so that the
Estimate of Probable Construction Cost is less than or equal to the
CONSTRUCTION BUDGET established by the CITY for the PROJECT. The Project
Construction Budget shall be provided by the CONSULTANT as a summary sheet
with submittal of each required Estimate of Probable Construction Cost, showing
comparisons of cost evolution for the PROJECT. As the design process progresses
CONSULTANT shall update and refine the Estimate of Probable Construction
Cost as required in SECTION 2--"SCOPE OF SERVICES" of this EXHIBIT A.
CONSULTANT shall advise the CITY in writing of any adjustments to previous
Estimates of Probable Construction Cost indicated by changes in PROJECT
requirements or general market conditions.
2. Should the Estimate of Probable Construction Cost exceed the CONSTRUCTION
BUDGET, CONSULTANT shall revise, without additional cost to the CITY, the
design documents and/or Construction Documents incorporating scope and
quality changes to reduce the estimated costs for construction, to within the
CONSTRUCTION BUDGET. CONSULTANT shall make changes only as
approved by the CITY in writing. Notwithstanding the foregoing, to the extent
the Estimate of Probable Construction Cost exceeds the CONSTRUCTION
BUDGET due to any program, design or budget changes, initiated and
authorized by the CITY which are beyond CONSULTANT's control, any
changes required in the design documents, shall be considered as Additional
Services as noted in EXHIBIT C of this AGREEMENT.
3. In preparing the Estimate of Probable Construction Cost, CONSULTANT, in
consultation with the CITY, shall do each of the following: (a) include
contingencies for design,bidding, and price escalations to determine which
materials,equipment, component systems and type of construction are to be
included in the PROJECT, and (b) make reasonable adjustments and/or to value
engineer various items in all required submittal cost estimates of the PROJECT,
including alternate bids, in order to adjust the estimated construction cost to be
less than or equal to the CONSTRUCTION BUDGET.
4. If bidding has not commenced viithin 90 days after CONSULTANT submits the
Construction Documents to the (CITY, CONSULTANT shall adjust, at no
Page 3 of 15
City of Cupertino
Library Book Drop Shade Structure Projeci(Prj.No.2013-09)Agreement
Exhibits&Appendix
Consultant:Perkins+Will
additional cost to CITY, the Estimate of Probable Construction Cost to reflect
changes in the general level of prices in the construction industry.
5. CONSULTANT shall identify, develop and incorporate into the Construction
Documents "Add Alternate" construction cost elements for a sum-total equal but
not greater than 5% of the CONSTRUCTION BUDGET. Add Alternates shall be
approved by the CITY before being incorporated into,the Construction
Documents.
6. Should the lowest responsive bid exceed the CONSTRUCTION BUDGET by
more than ten percent(10%), CONSULTANT shall, if directed by the CITY,
submit without additional cost to the CITY, revised Construction Documents
reflecting changes, approved by the CITY, to reduce the Construction Costs to
within the CONSTRUCTION BUDGET.
Page 4 of 15
City of Cupertino
Library Book Drop Shade Structure Project(Prj.No.2013-09)Agreement
Exhibits&Appendix
Consultant:Perkins+Will
SECTION 2.0. TASKS
GENERAL
The CONSULTANT shall provide all services required to manage the project, including all
processes, all communication, all coordination, all record-keeping, and all process
documentation. The CONSULTANT shall propose a detailed schedule for the project for
review and approval of the CITY. The CONSULTANT shall solicit and obtain decisions from
CITY as the project process requires in order to advance the project in accordance with the
approved project schedule. The CONSULTANT shall prepare and submit to the CITY a project
and process update report at least monthly, or more frequently as project process requires.
The CONSULTANT shall provide all services necessary required to complete the tasks
identified in the Scope of Services
The CITY shall use the minimum work items identified in Appendices A-C as evidence that the
CONSULTANT met the Task deliverable submission for billing purposes. Any deficiencies in
the minimum work items identified shall cause the CITY to reject the entire submission, require
the CONSULTANT to make appropriate corrections, and resubmit, at no cost to the CITY.
Earned value for submissions according to the'EXHIBIT C, Compensation Payment Schedule
shall not be considered earned until the Task Deliverable meets the minimum work standards
set for in the Appendices.
TASK #1.0: PREDESIGN ACTIVITIES-SITE INVENTORY, ANALYSIS, AND
SYNTHESIS
1.01.1 CONSULTANT shall review all existing project data available from the City.
CONSULTANT shall request information needed from the City. CONSULTANT shall
review the book drop system in the Library, this may include discussion with the book
drop manufacture on their experiencE' with sun damage on their equipment.
1.01.2 The CONSULTANT shall identify discrepancies.or shortcomings among the existing
data, and identify solutions for resolution, and propose generation of additional site
information necessary to provide an accurate project base map. CONSULTANT shall
provide a solar analysis of the impact of the sun on the book drop area.
1.01.3 The CONSULTANT shall utilize existing data to the extent possible and inform the
CITY immediately of problems associated with using existing data for project base
information.
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City of Cupertino
Library Book Drop Shade Structure Project(Prj.No.2013-09)Agreement
Exhibits&Appendix
Consultant:Perkins+Will
1.01.4 The CONSULTANT shall create project base information in AutoCAD Release 2013 for
use in subsequent project design tasks and submit to the CITY for review and
comment.
TASK#1.0 DELIVERABLES: One (1)each Architectural D size blue line base drawing
(22"x34") and one (1)electronic copy in original format.
TASK #2.0: CONCEPTUAL.DESIGN
2.0.1 CONSULTANT shall use the approved base information for project conceptual
design.
2.0.2 CONSULTANT shall prepare three (3) conceptual solutions for the project sun
shade, each which address the primary project issues and budget.
2.0.3 CONSULTANT shall present each concept to the CITY with analysis for evaluation.
The CITY shall select one concept as the preferred solution and provide the
CONSULTANT with written direction to proceed with that concept.
2.0.4 CONSULTANT shall participate in two (2) design team meetings with
representatives of the CITY and the Library during this phase and provide written.
meeting action items list to the CITY within five (5) business days.
TASK #2 DEVLIVERABLES: Three (3) conceptual designs for the shade structure that meet the
project goals and Appendix A minimum requirements project goals. One (1) each Architectural
D size drawing (22"x34")blue line and electronic copy (pdf)
Page 6 of 15
City of Cupertino
Library Book Drop Shade Structure Project(Prj.No.2013-09)Agreement
Exhibits&Appendix
Consultant:Perkins+Will
T
iq . O2,
Tasks 3 - 7 are not included in the agreement at this time. If the City chooses to add these tasks
an amendment to this agreement will be executed.
TASK #3.0: SCHEMATIC DESIGN - Work Not Included
TASK #4. 0 DESIGN DEVELOPMENT - Work Not Included
TASK #5.0: CONSTRUCTION DOCUMENTS - Work Not Included
TASK # 6.0: BID AND AWARD - Work Not Included
TASK #7.0: CONSTRUCTION ADMINISTRATION - Work Not Included
ADDITIONAL SERVICES
Consultant Services beyond the work in these tasks may be provided by CONSULTANT as
Additional Services only if such Additional Services are authorized in writing by the CITY
in advance. An Additional services amount of FIVE THOUSAND DOLLARS ($ 5,000.00) is
made a part of this agreement. Additional services may be paid for as a negotiated
maximum not to exceed amount or by a time and materials cost accounting with a
maximum not to exceed.
Page 7 of 15
City of Cupertino
Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement
Exhibits & Appendix
Consultant: Perkins + Will
EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall complete all work by December 31, 2014.
The following sets forth the distribution of CONSULTANT's Schedule of Performance for each
project. The CITY may approve in writing the extension of any milestone date set in this
Exhibit.
Task #1:
Predesign
2 week
after signing the
agreement
Task #2
Conceptual Design
3 weeks after Notice
to Proceed (NTP) for
this phase
Task #3
Schematic Design
TBD
Task #4
Design Development
TBD
Task #5
Construction Documents
TBD
Task #6
Bid and Award
TBD
Task #7
Construction Administration
TBD
Page 8 of 15
City of Cupertino
Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement
Exhibits & Appendix
Consultant: Perkins + Will
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
TWENTY THOUSAND DOLLARS ($ 20,000). CONSULTANT agrees that it shall perform all of
the services set forth in Exhibit A of this AGREEMENT, except for additional services required
pursuant to Section 2, TASKS and inclusive of reimbursable expenses, for the maximum not to
exceed amount of FIFTEEN THOUSAND DOLLARS ($15,000). The maximum amount of
Additional Services are authorized under Section G of this Exhibit C is FIVE THOUSAND
DOLLARS ($5,000).
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. Provided
CONSULTANT has completed the services and incurred the reimbursable expenses covered by
the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY,
the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty (30) working
days of receipt of the Invoice. Earned value for submissions according to the EXHIBIT C,
Compensation Schedule shall not be considered earned until the Task Deliverable meets the
minimum work standards set for in the Appendices.
The Invoice shall be based on the percentage of milestone completed, and it shall describe the
topics and tasks completed during the Invoice period in accordance with the Budget Schedule
and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable
expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth
below. CONSULTANT also shall include supporting documents for any reimbursable
expenses. The Invoice shall also show the total to be paid for the Invoice period.
Page 9 of 15
City of Cupertino
Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement
Exhibits & Appendix
Consultant: Perkins + Will
C.
Budget Schedule
The Budget Schedule for this AGREEMENT shall be as follows:
Task
Task Description
Compensation
Task #1:
Predesign
$ 5,000
Task #2
Conceptual Design
$10,000
Task #3:
Schematic Design
TBD
Task #4:,
Design Development
TBD
Task #5
Contract Documents
TBD
Task #6:
Bidding and Award
TBD
Task #7
Construction Administration Services
TBD
Additional Services
$ 5,000
TOTAL
$ 20,000
CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior
written authorization from the CITY. The CITY may approve in writing the transfer of budget
amounts between any of the Tasks listed above provided the total AGREEMENT amount does
not exceed TWENTY THOUSAND DOLLARS ($20,000).
Page 10 of 15
City of Cupertino
Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement
Exhibits & Appendix
Consultant: Perkins + Will
D. Payment Schedule
The Payment Schedule for this AGREEMENT shall be as follows:
TASK MILESTONE PERCENT OF TASK
COMPENSATION PAIL
UPON COMPLETION
OF MILESTONE
Task #1- Predesign-Site Analysis and Base information development 100%
Task #2 - Conceptual Design 100%
Task #3 - Schematic Design - TBD
a. (65%) Submittal Approved
b. (95%) Submittal Approved
c. (100%) Submittal Approved
Task #4 - Design Development - TBD
a. (65%) Submittal Approved
b. (95%) Submittal Approved
c. (100%) Submittal Approved
Task #5 - Construction Documents - TBD
a. (65%) Submittal Approved
b. (95%) Submittal Approved
C. (100%) Submittal Approved
Task #6 - Bidding and Award - TBD
a. Within 30 days of the City advertising for bids
b. Receipt of conformed set of drawings Submittal No. 6b
Task #7 - Construction Administration - TBD
a. 30 calendar days after CITY issues Notice to Proceed to the
contractor
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City of Cupertino
Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement
Exhibits & Appendix
Consultant: Perkins + Will
b. Substantial completion
c. Notice of Final Completion (City accepts PROJECT)
a. Submission of Final Documentation Package to CITY
Record Documents and Project Close -Out
Additional Services
E. Subconsultant Services.
Paid pursuant to
Subsection G below.
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 plan checks, CAD test
prints, 8 1/2" x 11" copies or fax copies. Plotting and Printing for public distribution shall be the
responsibility of the CITY. There are no separate reimbursable expenses for Basic Services
performed under Tasks 1-7 of EXHIBIT A.
G. Additional Services.
CONSULTANT shall not perform Additional Services without prior written authorization of
the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time
and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set
aside the sum of FIVE THOUSAND DOLLARS ($ 5,000) for the payment of Additional Services.
The CITY shall not authorize and CONSULTANT shall not perform any Additional Services
that result in charges in excess of the above amount.
CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for
authorized Additional Services rendered during the previous month. In the event Additional
Services are authorized, CONSULTANT shall submit Invoices in accordance with the
CONSULTANT hourly rate schedule attached to this Exhibit C. The rates shown in the
EXHIBIT C-1 sall stay in effect during the full term of the contract. The CITY shall pay
Additional Services Invoices as provided in this EXHIBIT C.
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City of Cupertino
Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement
Exhibits & Appendix
Consultant: Perkins + Will
EXHIBIT C-1
CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES
Perkins+Will
Principal
$295
Senior Project Manager
$220
Senior Project Architect/Designer
$210
Project Architect/Designer
$170
Architect / Designer I11
$150
Architect / Designer II
$120
Architect / Designer 1
$110
Senior Technical Coordinator
$210
Administrative
$90
TBD Consultants (Cost Estimator)
Principal $165
Project Manager $155
Senior MEP / Estimator $145
Senior Scheduler $150
Estimator/Scheduler $135
Assist Estimator $115
Administrative / Technical Support $70
Page 13 of 15
City of Cupertino
Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement
Exhibits & Appendix
Consultant: Perkins + Will
APPENDIX A
TASK 1: PREDESIGN and TASK 2: CONCEPTUAL DESIGN
A PURPOSE: Appendix A describes the minimum content required for project deliverables
identified in Exhibit A Scope of Services Tasks 1 and 2. Project deliverables under all Tasks
must be reviewed and written City approval obtained prior to start of a subsequent task.
B GENERAL: CONSULTANTS deliverables shall include, at a minimum, the work
described in each task identified in this appendix. The CONSULTANT may include other
work in the Task deliverable submission as it sees fit to meet the intent of a Task
submission.
C The CITY shall use the minimum work items identified in Appendix A as evidence that the
CONSULTANT met the Task deliverable submission for billing purposes. Any deficiencies
in the minimum work items identified shall cause the CITY to reject the submission, require
the CONSULTANT to make appropriate corrections and resubmit, at no cost to the CITY.
Earned value for submissions according to the EXHIBIT C, Compensation Payment
Schedule shall not be considered earned until the Task Deliverable meets the minimum
work standards set for in this Appendix.
D The Appendix shall be used as a guideline for professional services performance in this
Agreement and shall not modify the CONSULTANT's inherent responsibilities identified
in this AGREEMENT. In the event of any conflict with Exhibit A, Scope of Services, Exhibit
A governs.
TASK 1: PREDESIGN
A. PROJECT INFORMATON ANALYSIS:
1. Review existing site information available from the CITY or other sources
2. Review other applicable reports and data, including the book drop system.
3. Consultant to provide a solar analysis of the impact of the sun on the book drop area
B. BASE INFORMTION GENERATION
1. Base map production at a scale suitable project site study and visibility.
2. Existing site conditions
3. Existing infrastructure, and utilities
Page 14 of 15
City of Cupertino
Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement
Exhibits & Appendix
Consultant: Perkins + Will
TASK 2: CONCEPTUAL DESIGN
The minimum Conceptual design deliverable shall consist of the following:
1) Three (3) different concepts showing project design solutions given the site analysis.
2) Solar impact
The Conceptual Design submittal corresponds to 100% complete Conceptual Design
Documents.
-- END OF APPENDIX A —
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City of Cupertino
Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement
Exhibits & Appendix
Consultant: Perkins + Will