Loading...
14-105 HMH Engineers, Inc, for consultant services for the Monta Vista Storm Drain Project OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVE14UE•CUPERTINO, CA 95014-3255 MEN TELEPHONE: (408)777-3223• FAX: (408)777-3366 WEBSITE:www.cupertino.org CUPERTINO June 12, 2014 HMH Engineers, Inc. 1570 Oakland Road San Jose, CA 95131 Re: Agreement for consultant services for the Monta Vista Storm Drain Project 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 HMH ENGINEERS, INC. FOR CONSULTANT SERVICES FOR THE MONTA VISTA STORM DRAIN PROJECT � THIS AGREEMENT, for reference dated T`aAe 10 2014, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and HMH ENGINEERS, INC., a California corporation, whose address is'1570 Oakland Road, San Jose, CA 95131 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECTTALS: 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 traii.led, 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 design, bid and construction.services for Monta`I:ista Storm Drain 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 the date this agreement is executed and shall terminate on March 31, 2015, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED;; Consultant shall perform each anti every service set forth in Exhibit "A". titled "Scope of Services" which is attached hereto and incorporated herein by this reference. Page 1.of 13 HMH Engineers Agreement Monta Vista Storm Drain 3. SCHEDULE OF PERFOMRANC I: The Services of Consultant are to 'be completed according to the schedule set out in Exhibit.C, titled "Schedule of Ierformance ", which is attached hereto and incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed SIXTY THOUSAND DOLLARS ($ 60,000.00). The rate of payment is set out in Exhibit B, titled "Compensation", which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase, clearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due. 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to.perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not,limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Page Z of 13 HMH Engineers Agreement Monta Vista Storm Drain 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 appJlicant, 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. PROTECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. Chad Mosley, Senior 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 circuirtstances 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 Zeferino Jimenez. Page c;of 13 HMH Engineers Agreement Monta-Vista Storm Drain 11. HOLD HARMLESS: A. Indemnity Obligations Sub:iect 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 ca=re, 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 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 re=imburse 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 Page 4 of 13 HMH Engineers Agreement Monta Vista Storm Drain 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. 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, 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, small 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 wil h the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensaaion: Statutory coverage as required by the State.of California. Page 5;of 13 HMH Engineers Agreement Monta Vista Storm Drain (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 amount. 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: 1O100,000 each occurrence or Combined Single Linnit: $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 WAIVED:: 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 sfLall 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 casts 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. Page E.of 13 HMH Engineers Agreement Monta Vista Storm Drain D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement.-The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental,decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of 'Regulations. 14. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement.may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. 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. Page T of 13 HMH Engineers Agreement Monta Vista Storm Drain 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 insurances carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 16. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 17. REPORTS: A. Each and every report, draf t, 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 tinle'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. Page 8 of 13 HMH Engineers Agreement Monta Vista Storm Drain E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this .Agreement shall be made available to. any individual or organization by Consultant without prior approval by City. F. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables. Plans t:o 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, 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: Page S)of 13 HMH Engineers Agreement Monta Vista Storm Drain City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Chad Mosley All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: HMH Engineers, Inc.. 1570 Oakland Road San Jose, CA 95131 Attention: Zeferino Jimenez 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, including any applicable provisions of the Labor Code 22. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the Page 10 of 13 HMH Engineers Agreement Monta Vista Storm Drain authorities having jurisdiction over this Agreement (or the successors of those authorities.) Any suits brought pursuant to thi.r;.Agreement shall be filed with the courts of the County of Santa Clara, State of California. 23. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from city to do otherwise. 24. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 22. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 25. GIFTS: A. Consultant is familiar with City's j:)rohibition against the acceptance of any gift by a City officer or designated er.nployee, 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 Page 11 of 13 HMH Engineers Agreement Monta Vista Storm Drain 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 12 of 13 HMH Engineers Agreement Monta Vista Storm Drain P.O. No.. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTINO A Municipal Corporation HMH Erigineers; inc:. By 13y Timm Borden, Director of Public Works Name&mma)aT. Ha ')mDto ]Date (� Title y • - Date s �16 r 14 Tax I.D. No.:C4..232(9 2­7 APPROVED AS TO FORM: Address: 15­0 Ctt.?J 6-D C1 RJ 6 cLn jo-5c a CA qSl 3 1 Carol Korade, City Attorney ,ATTEST: r Grace Schmidt, City Clerk Contract Amount: $60,000.00 Pkccount No. : 215-9620-9300 /3 / Page 1:3 of 13 HMH Engineers Agreement Monta Vista Storm Drain EXHIBIT A SCOPE OF !SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the design, bidding and construction for of the Monta Vista Storm Drain Project, located on Orange Avenue, between McClellan Rd. and Granada Ave., and on Byrne Avenue,between McClellan Rd. and Granada Ave., in Cupertino. SECTION 1. GENERAL A. General PROJECT Description: The PROJECT involves current design drawing review and verification, construction document preparation based on the current design drawings,bid support, and construction administration services and completion of As- Built drawings for the Monta Vista Storm Drain project. The project includes the installation of a storm drain main line on Orange Avenue and on Byrne Avenue and the installation of drop inlets with laterals connected to the main lines. The project does not include the installation of surface improvements other than swales to direct flow to the new drop inlets. The amount available for construction of the PROJECT,including bidding and price escalations,but excludjizg compensation to CONSULTANT, construction management CONSULTANT is approximately ($550,000) FIVE HUNDRED FIFTY THOUSAND DOLLARS ("CONS'T'RUCTION BUDGET"). B. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the Express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter collectively "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY CONSULTANTs and contractors, as needed or as directed by the CITY. CONSULTANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five (5) working days after the meeting. CONSUL'T'ANT 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. Page 1 of 12 HMH Engineers Agreement Monta Vista Storm Drain Exhibits 4. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. CONSULTANT shall not substitute any team members without the prior approval of the CITY. 5. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance included in EXHIBIT B, may be adjusted by mutual agreement. 6. CONSULTANT shall manage its.;UBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. 7. When the CITY determines that t -e 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- "TASK" of this EXHIBIT A. The PROJECT schedule shall identify milestone dates for decisions required of the CITY, design services furnished by CONSULTANT and CONSULTA]VT'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. 8. CONSULTANT shall submit construction documents to the CITY, according to SECTION 2—"TASKS", of this EXHIBIT A for purposes of evaluation and approval by the CITY. The CITY including the Department of Public Works Engineering and City Facilities will review the documents 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 construction documents as required for each task in a timely manner. 9. 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. 10. CONSULTANT shall prepare and present to the CITY an Organization Chart, Directory, and Communication Flow Chart. C. 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 Page 2 of 12 HMH Engineers Agreement Monta Vista Storm Drain Exhibits 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, 61uring the design phases of the project, 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. Reductions in scope may be required to meet the CITY's budget, and the CITY will not unreasonably withhold permission for such reductions in scope order for the CONSULTANTS to meet the budget. Notwithstanding the foregoing, to the extent the Estimate of Probable Construction Cost exceeds the CONSTRUCTION BUDGET due to 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 within 90 days after CONSULTANT submits the Construction Documents to the CITY, CONSULTANT shall adjust the Estimate of Probable Construction Cost to reflect changes in the general level of prices in the construction industry. This will be an additional service. 5. CONSULTANT shall identify, develop and incorporate into the Construction Documents "Add or Deduct Alternate" construction cost elements that may be chosen to meet the City's budget. Alternates shall be approved by the CITY before being incorporated into they Construction Documents. 6. Should the lowest responsive bid exceed the CONSTRUCTION BUDGET by more than fifteen percent(15%), CONSULTANT shall, if directed by the CITY, submit without additional cost to the CITY, revised Construction Documents Page 3 of 12 HMH Engineers Agreement Monta Vista Storm Drain Exhibits reflecting changes, approved by the CITY, to reduce the Construction Costs to within the CONSTRUCTION BUDGET. The CITY acknowledges that the CONSULTANT does not control market conditions and agrees that they may allow reductions in scope in order,to meet the CITY's construction budget. SECTION 2. TASKS Task 1: Project Familiarization and Field Verification: CONSULTANT shall review all documents provided by the City to become familiar with the project and status of the design. The electronic files provided by the City shall be checked for compatibility with CONSULTANT's software. CONSULTANT shall meet with City to review previous design and discuss final plans requirements. CONSULTANT's team (Project Principal, Project Manager and Designer) and the City shall complete a site walk. The full project work area shall be reviewed to determine current site conditions and compare them to the current design drawings. The scope of the final design shall be determined. Differences in the design drawings provided by the City and the current site conditions shall be noted for CONSULTANT to work into the final design. This task includes 2 meetings with City, as listed above. Task 2: Supplemental Survey and Verification: CONSULTANT"s surveyors shall conduct a limited field topographic survey of both streets, spot elevations will be taken to compare to the elevations on the design provided by the City. CONSULTANT shall use the same basis of elevation as was used on the provide design Survey. It is assumed that the design provided by the City, from the previous firm are accurate. If discrepancies are found, CONSULTANT shall immediately contact the City to discuss how to proceed. CONSULTANT shall contact local public utilities companies (gas, electric, water, telephone, cable TV, etc.) to obtain current block maps of the existing utilities within the project area on both streets. This information will be shown on the base sheets. With the survey information and utility information CONSULTANT shall modify the CAD files to be the new base for final construction drawings. Task 3: Prepare Construction Documents and Cost Estimate: Page 4 of 12 HMH Engineers Agreement Monta Vista Storm Drain Exhibits CONSULTANT shall prepare final plans and specifications for the project. The CONSULTANT shall provide a 95% submittal for City review and a 100% submittal for bidding purposes. 95% submittal shall consist of 1 full size set(22" x 34") and 2- 1/2 size sets and a pdf of the plans, 3. printed copies and a pdf of the technical specifications. 100% submittal shall consist of 1 full size stamped and signed set of plans, 2- 1/2 size sets and a pdf, the technical specifications will be 3 printed copies, a pdf and a word copy. Plan shall contain the following information at a minimum: plans sheet size shall be 22" x 34" and scalable at 1/2 size 11" x 17" 1. Plan layout 2. Profile of existing ground surface and underground utilities 3. Special detail and enlargements of areas to provide required clarity 4. Cupertino Standard Detail Technical specifications shall be prepared by CONSULTANT to cover all work in the project. The City shall provide the "front-end" documents. CONSULTANT shall estimate quantities for the bid schedule and provide an estimate of probable construction cost. The cost estimate shall be provided with the 95% submittal. CONSULTANT will provide a storm drain calculation review letter stating their opinion on the adequacy of the proposed storm drain system. The CONSULTANT shall determine if a State's "Construction General Permit" and "Stormwater Pollution Prevention Plan (SWPPP) is required for the project. If it is determined that a SWPPP is required for the project, the City shall require the Contractor to provide the SWPPP and all requirements, CONSULTANT shall provide a technical provisions section to specify the work required of the Contractor. The City's "Blueprint for a Clean Bay" shall serve as the erosion control plan for the project. This task includes 1 meeting with City, to review comments from 95% submittal. There are 2 conference calls anticipated for this phase. Task 4: Bid and Construction Administration Services: Bid phase services shall require the CONSULTANT to attend a pre-bid conference and provide an overview of the project to prospective bidders. CONSULTANT shall assist in preparing addendums as necessary;this may require in-house research, analysis and answering questions and RFIs during the bidding period. Construction phase service shall require the CONSULTANT to attend the pre-construction conference with the City, Contractor and City Construction Management Firm(CM). Page 5 of 12 HMH Engineers Agreement Monta Vista Storm Drain Exhibits CONSULTANT shall assist the CM during consh-uction by providing submittal reviews, response to RFIs, review and assists in Contract Change Order preparation when necessary and other assistance as needed to complete the construction. This task shall include the following items: • Respond to bidder questions by assisting CITY with Addendum issuing.(1 budgeted) • Attend Pre-Bid Meeting, make presentation on project scope (1 budgeted) • Review Shop Drawings and/or Material Submittals (6 budgeted) • Respond to RFI's (5 budgeted) • Assist in Change Order review and preparation(2 budgeted) • Attend job site meeting (2 budgeted) Task 5: Preparation of As-Built Drawings: CONSULTANT shall prepare As-Built drawings base on the Contractors set of construction drawing mark ups and any RFIs and other documents that modify the original construction documents. CONSULTANT shall submit 1 full size set(stamped and Signed) and a pdf and CAD of the As-Builts. 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 6 of 12 HMH Engineers Agreement Monta Vista Storm Drain Exhibits EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by March 31, 2015. 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: Description Completion Schedule Task #1: Project Familiarization and Field Verification 3 weeks after Notice to Proceed (NTP) Task#2 Supplemental Survey and Verif=ication 4 weeks after Notice to Proceed (NTP) Task #3 Prepare Construction Documents and Cost Estimate 12 weeks after Notice to Proceed (NTP) Task#4 Bid Period and Construction Administration Services Start at issuance of advertisement _ to bid project Task#5 Prepare As-Builts Drawings 3 weeks after receipt of Contractor's mark-ups of drawings Page 7 of 12 HMH Engineers Agreement Monta Vista Storm Drain Exhibits EXHIBIT C COMPENSATION A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services, additional services and reimbursable expenses, shall not exceed Sixty Five THOUSAND DOLLARS ($65,000). CONSULTANT agrees that it shall perform all of the services set forth in Exhibit A of this AGREEMENT, except for additional services required pursuant to Section 2, TASKS and inclusive of reimbursable expenses, for the maximum not to exceed amount of Sixty Five THOUSAND DOLLARS ($ 65,000). 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 5 CONSULTANT shall, during the term of this AGREEMENT, havoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule (Schedule D below) for services performed, and reimbursable expenses incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the 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. 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 suppo-rting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. Page 8 of 12 HMH Engineers Agreement Monta Vista Storm Drain Exhibits C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation Task #1: Project Familiarization and Field Verification $5,000 Task#2: Supplemental Survey and Verification $ 1.0,000 Task#3: Construction Documents and Cost Estimate $35,000 Task #4: Bid Period and Construction Administration Services $5,000 Task #5: Prepare As-Built Drawings $5,000 Additional Services $5,000 TOTAL $65,000 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 Sixty Five THOUSAND DOLLARS ($65,000). Page 9 of 12 HMH Engineers Agreement Monta Vista Storm Drain Exhibits D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONI? PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE Task #1 - Project Familiarization and Field Verification 100% Task #2- Supplemental Survey and Verification 100% 70% Task #3- Construction Documents and Cost Estimate 95%PS&E and estimate of probable construction costs 70% Constructions PS&E 30% Task #4- Bid Period and Construction Administration Services Completion of Bid Period 30% Construction completion 70% Task #5-Prepare As-Built Drawings 100% Additional Services Pursuant to Subsection G below E. SubCONSULTANT Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. F. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT's lump sum compensation, including, but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test prints, 81/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Tasks 1-5 of EXHIBIT A. Page 10 of 12 HMH Engineers Agreement Monta Vista Storm Drain Exhibits G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of FIVE THOUSAND DOLLARS (.$' 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 duririg he 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. Page 11 of 12 HMH Engineers Agreement Monta Vista Storm Drain Exhibits Client Initials Consultant Initials EXHIBIT C-1 CHARGE RATIE; SCHEDULE Professional & Office Civil Engineering or Land Surveying Manager $ 166 per hour Senior Civil Engineering or Land Surveying Manager $ 190 per hour Land Development Manager $ 166-240 per hr Senior Planner $ 190 per hour Senior Civil Engineer, Land Surveyor, or Landscape Architect $ 148 per hour Design Specialist $ 140-180 per hr Project Planner $ 156 per hour Project Civil Engineer, Land Surveyor, or Landscape Architect $ 138 per hour Project Arborist $ 136 per hour Engineer, Planner, Surveyor, or Landscape Designer $ 130 per hour Assistant Engineer, Surveyor, Planner, or Landscape Designer $ 120 per hour Junior Engineer, Surveyor, Planner, or Landscape Designer $ 110 per hour Senior Technician $ 126 per hour Project Technician $ 116 per hour Technician $ 106 per hour Assistant Technician $ 98 per hour Junior Technician $ 82 per hour Project Support Staff $ 80 per hour Field Services 2-Man Field Crew $216 per hour 3-Man Field Crew $282 per hour 1-Man Field Crew $ 150 per hour Senior Field Engineer $ 140 per hour Miscellcaneous Velum or Bond CADD Plot $ 4 per plot CADD Plot $ 15 per plot Color Plot $ 55 per plot Principals are Charged at$200.00 to $340.00 per hour Printing, Reproductions & Materials at Cost, Plus, 20% Transportation at Cost, including mileage based upon IRS rates Other Outside Services at Cost, Plus 20% Rates are subject to adjustment July 1, 2014.