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14-178 Royston Hanamoto Alley & Abey for McClellan Ranch Pedestrian, Parking, Landscape Improvement ProjectCo � Ixol ,�" - 27 THIRD AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND ROYSTON HANAMOTO ALLEY & ABEY FOR CONSULTANT SERVICES FOR MCCLELLAN RANCH — PEDESTRIAN, PARKING, LANDSCAPE IMPROVEMENTS PROJECT This Third Amendment to the Agreement between the City of Cupertino and Royston Hanamoto Alley & Abey, for reference dated December 14, 2015 , is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Royston Hanamoto Alley & Abey (rhaa), a California corporation, whose address is 225 Miller Avenue, Mill Valley, CA 94941 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. On December 3, 2014, an agreement was entered into by and between City and Royston Hanamoto Alley & Abey (rhaa), (hereinafter "Agreement"). B. On April 20, 2015, the CITY and CONTRACTOR entered into a First Amendment to this Agreement and on July 27, 2015 entered into a Second Amendment to this Agreement (hereafter, the Agreement and the First Amendment and Second Amendment are collectively referred to as the "Agreement"). C. City and Royston Hanamoto Alley & Abey (rhaa), desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 1. Term of the Agreement is modified to read as follows: The term of this Agreement shall commence on the date of the original agreement and shall terminate on January 31, 2016, unless terminated earlier as set forth herein. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. Page 1 of 2 rhaa Amendment No. 3 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTINO Royston Hanamoto Alley & Abey A Municipal Corporation By t:f/' Bye Timm Borden, Director of Public Works Name &(10Gtna Date Title J t C, Vus iAerL ' Date D .G. ( LI , ZD 15 - Tax I.D. No.: `°I q" (1A q Q (bq 2 APPROVED AS TO FORM: Address: 225 Miller Avenue Mill Valley, CA 94941 e, City Attorney ATTEST: f� r Grace Schmidt, City Clerk Contract Amount: $75,000 1St Amendment amount: $22,000 2nd Amendment amount: $ 5,000 3rd Amendment amount: $ 0 Account No.: 420-9159-9300 New account No. 420 -90 -903 -900 -905 -MRP 002-02-02 Page 2 of 2 rhaa Amendment No. 3 to Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project PC) .-# --) vk �- - a 7.7> SECOND AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND ROYSTON HANAMOTO ALLEY & ABEY FOR CONSULTANT SERVICES FOR MCCLELLAN RANCH - PEDESTRIAN, PARKING, LANDSCAPE IMPROVEMENTS PROJECT This Second Amendment to the Agreement between the City of Cupertino and Royston Hanamoto Alley & Abey, for reference dated July 27, 2015, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Royston Hanamoto Alley & Abey (rhaa), a California corporation, whose address is 225 Miller Avenue, Mill Valley, CA 94941 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. On December 3, 2014, an agreement was entered into by and between City and Royston Hanamoto Alley & Abey (rhaa), (hereinafter "Agreement"). B. On April 20, 2015, the CITY and CONTRACTOR entered into a First Amendment to this Agreement (hereafter, the Agreement and the First Amendment are collectively referred to as the "Agreement"). C. City and Royston Hanamoto Alley & Abey (rhaa), desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 2. Services to be Performed of the Agreement is modified to read as follows: Consultant shall perform each and every service set forth in Exhibit A - Revised titled "Scope of Services" which is attached hereto and incorporated herein by this reference. 2. Paragraph 3. Schedule of Performance of the Agreement is modified to read as follows: The Services of Consultant are to be completed according to the schedule set out in Exhibit B - Revised, titled "Schedule of Page 1 of 3 rhaa Amendment No. 2 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Performance", which is attached hereto and incorporated herein by reference. 3. Paragraph 4. Compensation to Consultant of the Agreement is modified to read as follows: The maximum compensation to be paid to under this agreement shall not exceed SEVENTY FIVE THOUSAND DOLLARS ($ 75,000). The rate of payment is set out in Exhibit C — Revised, 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 at a minimum the total Contract amount, amount paid to date, percent complete and amount due. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. Page 2 of 3 rhaa Amendment No. 2 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT Royston Hanamoto Alley & Abey Title VICE - EEF� ,l M ` Date Tax I.D. No.: Address: 225 Miller Avenue Mill Valley, CA 94941 CITY OF CUPERTINO A Municipal Corporation By Timm Borden, Director of Public Works Date 0 /5-// APPROVED AS TO FORM: ej- C� Carol Korade, City Attorney ATTEST: C 1 Grace Schmidt, CPY Clerk Contract Amount: $75,000 15t Amendment amount: $22,000 2nd Amendment amount: $ 5,000 Account No.: 420-9159-9300 New account No. 420 -90 -903 -900 -905 -MRP 002-02-02 Page 3 of 3 rhaa Amendment No. 2 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project EXHIBIT A - REVISED SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the design, bidding and construction for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project located on 22221 McClellan Road, Cupertino. SECTION 1. GENERAL A. General PROJECT Description: The PROJECT involves design development, construction document preparation, bid support, and construction administration services for pedestrian, parking and landscape improvements at McClellan Ranch near the new Environmental Education Center (EEC) and Blacksmith shop (BSS). More particularly the following will be achieved: • Design of additional accessible paths connecting the new Environmental Education Center and blacksmith shop with the former nature center, ranch house and public right-of-way (R -O -W) completing the overall circulation. Providing the shortest accessible route to the R -O -W. • Evaluation of the existing parking lot and possible reconfiguration for functionality and accessibility upgrades. • Improvement to the entry drive off McClellan Ranch Road, including the installation of a new facility sign using the City standard design criteria. • Design of a demonstration landscape using native and drought tolerant plantings for erosion control. The amount available for construction of the PROJECT, including contingencies for design, bidding and price escalations, but excluding 10% construction contingency, compensation to CONSULTANT, construction management consultant is approximately ($350,000) THREE HUNDRED FIFTY THOUSAND DOLLARS ("CONSTRUCTION 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 Page 1 of 11 rhaa Amendment No. 2 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. CONSULTANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five (5) working days after the meeting. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities. CONSULTANT shall coordinate all responses to comments through the CITY. 4. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. CONSULTANT shall not substitute any team members without the prior approval of the CITY. 5. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance included in EXHIBIT B - REVISED, may be adjusted by mutual agreement. 6. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. 7. 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 - "TASK" of this EXHIBIT A - REVISED. 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. 8. CONSULTANT shall submit construction documents to the CITY, according to SECTION 2 — "TASKS", of this EXHIBIT A - REVISED for purposes of evaluation and approval by the CITY. The CITY including the Department of Public Works Engineering and City Facilities and Department of Parks and Recreation 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. Page 2 of 11 rhaa Amendment No. 2 to Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project Exhibits 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, including submitting to the CITY's Building Department for a building permit if required. 10. 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. 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 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 - REVISED. 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, during 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 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 - REVISED 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 Page 3 of 11 rhaa Amendment No. 2 to Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project Exhibits 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 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, 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: Design Development CONSULTANT to hold kick off meeting and a site visit. CONSULTANT will gather and review all site background information and prepare a base plan from the prior site survey. CONSULTANT then will prepare an initial design development concept study incorporating all the project objectives. CONSULTANT will meet with the City to present our concept studies including plans and images of recommendations. With input, CONSULTANT will update the concept study and then meet with the CITY and other stakeholders. With their input, CONSULTANT will work with the City to determine a viable concept to prepare a preliminary estimate of cost. Upon review of the estimate, CONSULTANT will assist the City in the evaluation of an adequate budget for the improvements. With direction from the City on budget and scope of the improvements, CONSULTANT will then prepare 35% construction documents including: Plan set shall be on 22" x 34" for full size and 11" x 17" scalable at 50%. Submittal shall be in a pdf format for the plans and specifications. • Cover sheet • Demolition Plan • Grading and Drainage Plan • Site Construction Plan • Construction Details • Planting Plan and Details Page 4 of 11 rhaa Amendment No. 2 to Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project Exhibits • Irrigation Plan and Details • Preliminary Specifications CONSULTANT will submit to the City for review and meet to discuss review comments. TASK #2: CONSTRUCTION DOCUMENTS: Based on the review comments from the 35% submittal, CONSULTANT will update and continue to develop the Construction Documents including final specifications. CONSULTANT understands that the City will provide Divisions 0 and 1 of the specifications. CONSULTANT will continue to develop the construction documents, and will execute in house quality control reviews and update the cost estimate as a pre -final estimate of probable cost. Upon completion of the documents, CONSULTANT will refine that estimate into a final estimate of probable cost. After submitting the completed documents to the City, CONSULTANT will meet to discuss final review comments and then finalize the Construction Document package for bidding. TASK # 3: BID PERIOD AND CONSTRUCTION ADMINISTRATION SERVICES: During the Bid Period, CONSULTANT will respond to questions and assist with one addendum, as well as, attend a pre-bid meeting and prepare notes. During construction, CONSULTANT will review all submittals and any shop drawings. CONSULTANT will respond to contractor's RFI's and issue architectural supplemental information (ASI) if needed. CONSULTANT may also be requested to review change order information. CONSULTANT estimates three site review to review layout of hardscape, layout and operation of the irrigation system and plant placement. A Field Observation Report will be prepared for each site visit. Upon completion of the contractor's work, CONSULTANT will perform a final review and prepare a punch list. CONSULTANT'S final task will be to prepare record drawings. 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 EIGHT THOUSAND TWENTY DOLLARS ($ 8,020) 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 5 of 11 rhaa Amendment No. 2 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits EXHIBIT B - REVISED SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by December 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 #1: Design Development 2 weeks after Notice to Proceed (NTP) for this phase Task#2 Construction Documents 4 weeks after Notice to Proceed (NTP) for this phase Task #3: Bid Period and Construction Administration Services 7 week after Notice to Proceed (NTP) for this phase Page 6 of 11 rhaa Amendment No. 2 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits EXHIBIT C - REVISED 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 SEVENTY FIVE THOUSAND DOLLARS ($ 75,000). CONSULTANT agrees that it shall perform all of the services set forth in Exhibit A - REVISED 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 ONE THOUSAND NINE HUNDRED EIGHTY DOLLARS ($ 61,980). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C - REVISED is THIRTEEN THOUSAND TWENTY DOLLARS ($13,020). B. Method of Payment For Task Nos. 1 through 3 CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule (Schedule D below) for services performed, and reimbursable expenses incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the 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 supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. Page 7 of 11 rhaa Amendment No. 2 to Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project Exhibits C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation Task #1: Design Development $ 20,630 Task #2: Construction Documents $ 27,060 Task #3: Bid Period and Construction Administration Services $ 14,290 Additional Services $ 13,020 TOTAL $ 75,000 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 SEVENTY FIVE THOUSAND DOLLARS ($ 75,000). Page 8 of 11 rhaa Amendment No. 2 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE Task #1- Design Development Review and prepare base plans Conceptual plan preparation with preliminary cost estimate 35% PS&E and estimate of probable construction costs Task #2 - Construction Documents Pre -final PS&E and estimate of probable construction costs Final PS&E and estimate of probable construction costs Task #3 - Bid Period and Construction Administration Services Award of Contract for construction Construction completion Completion of Record Drawings Additional Services E. Subconsultant Services. PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE 20% 30% 50% 70% 30% 20% 60% 20% Paid Pursuant to Subsection 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, 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 1-3 of EXHIBIT A - REVISED. Page 9 of 11 rhaa Amendment No. 2 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project 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 THIRTEEN THOUSAND TWENTY DOLLARS ($13,020) 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 - REVISED. The rates shown in the EXHIBIT C- REVISED sall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C - REVISED. Page 10 of 11 rhaa Amendment No. 2 to Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project Exhibits EXHIBIT C -REVISED CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES Principal $185 Project Manager $140 Staff $100 Page 11 of 11 rhaa Amendment No. 2 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits FIRST ND TO AGREEMENT BETWEEN THE CITY OF CUPERTIN0E �� � D TON HANAMOTO ALLEY & ABEY FOR CONSULTANT SERVIC :� FOR MCCLELLAN RANCH — PEDESTRIAN, PARKING, LANDSCAPE IMPROVEMENTS PROJECT This First Amendment to the Agreement between the City of Cupertino and Royston Hanamoto Alley & Abey, for reference dated April 20, 2015, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Royston Hanamoto Alley & Abey (rhaa), a California corporation, whose address is 225 Miller Avenue, Mill Valley, CA 94941 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. On December 3, 2014, an agreement was entered into by and between City and Royston Hanamoto Alley & Abey (rhaa), (hereinafter "Agreement"). B. City and Royston Hanamoto Alley & Abey (rhaa), desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 1. Term of the Agreement is modified to read as follows: The term of this Agreement shall commence on the date of the original agreement and shall terminate on December 31, 2015, unless terminated earlier as set forth herein. 2. Paragraph 2. Services to be Performed of the Agreement is modified to read as follows: Consultant shall perform each and every service set forth in Exhibit A — Revised titled "Scope of Services" which is attached hereto and incorporated herein by this reference. 3. Paragraph 3. Schedule of Performance of the Agreement is modified to read as follows: The Services of Consultant are to be completed according to the schedule set out in Exhibit B — Revised, titled "Schedule of Performance", which is attached. hereto and incorporated herein by Page 1 of 3 rhaa Amendment No. 1 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project reference. 4. Paragraph 4. Compensation to Consultant of the Agreement is modified to read as follows: The maximum compensation to be paid to under this agreement shall not exceed SEVENTY THOUSAND DOLLARS ($ 70,000). The rate of payment is set out in Exhibit C — Revised, 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 at a minimum the total Contract amount, amount paid to date, percent complete and amount due. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. Page 2 of 3 rhaa Amendment No. 1 to Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT Royston Hanamoto Alley & Abey Fri 1-211 47 Title &LI-2idmv D - - SAI:/L._ l Tax I.D. No.: qq-1 & V9Q�9�T Address: 225 Miller Avenue Mill Valley, CA 94941 CITY OF CUPERTINO A Municipal Corporation By Timm Borden, Director of Public Works Date 5 APPROVED AS TO FORM: ( I u� Carol Korade, City Attorney ATTEST: ti Grace Schmidt, City Clerk 1 �3 /4— r/13 1/ ��"� dVV ?a a -W ! L Contract Amount: $70,000 1St Amendment amount: $22,000 Account No.: 420-9159-9300 New account No. 420 -90 -903 -900 -905 -MRP 002-02-02 Page 3 of 3 rhaa Amendment No. 1 to Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project EXHIBIT A - REVISED SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the design, bidding and construction for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project located on 22221 McClellan Road, Cupertino. SECTION 1. GENERAL A. General PROJECT Description: The PROJECT involves design development, construction document preparation, bid support, and construction administration services for pedestrian, parking and landscape improvements at McClellan Ranch near the new Environmental Education Center (EEC) and Blacksmith shop_ (BSS). More particularly the following will be achieved: . • Design of additional accessible paths connecting the new*, Environmental Education Center and blacksmith shop with the former- nature center, ranch house and public right-of-way (R -O -W) completing the overall circulati6n' . .Providing the shortest accessible route to the R -O -W. • Evaluation of the existing parking lot and possible reconfiguration for functionality and accessibility upgrades. • Improvement to the entry drive off McClellan Ranch Road, including the installation of a new facility sign using the City standard design criteria. • Design of a demonstration landscape using native and drought tolerant plantings for erosion control. The amount available for construction of the PROJECT, including contingencies for design, bidding and price escalations, but excluding 10% construction contingency, compensation to CONSULTANT, construction management consultant is approximately ($350,000) THREE HUNDRED FIFTY THOUSAND DOLLARS ("CONSTRUCTION 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 Page 1 of 11 rhaa Amendment No. 1 to Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project Exhibits "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 directedby the CITY. CONSULTANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five (5) working days after the meeting. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities. CONSULTANT,shall coordinate all responses to comments through the CITY. 4. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. CONSULTANT shall not substitute any team members without the prior approval of the CITY. 5. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance included in EXHIBIT B - REVISED, may be adjusted by mutual agreement. 6. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. 7. 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 - "TASK" of this EXHIBIT A - REVISED. 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. 8. CONSULTANT shall submit construction documents to the CITY, according to SECTION 2 - "TASKS", of this EXHIBIT A - REVISED for purposes of evaluation and approval by the CITY. The CITY including theDepartmentof Public Works Engineering and City Facilities and Department of Parks and Recreation 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. Page 2 of 11 rhaa Amendment No. 1 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits 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, including submitting to the CITY's Building Department for a building permit if required. 10. 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. 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. 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 - REVISED. 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, during 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 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 - REVISED 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 Page 3 of 11 rhaa Amendment No. 1 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits 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 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. 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: Design Development CONSULTANT to hold kick off meeting and a site visit. CONSULTANT will gather and review all site background information and prepare a base plan from the prior site survey. CONSULTANT then will prepare . an initial design development concept study incorporating all the project objectives. CONSULTANT will meet with the City to present our concept studies including plans and images of recommendations. With input, CONSULTANT will update the concept study and then meet with the CITY and other stakeholders. With their input, CONSULTANT will work with the City to determine a viable concept to prepare a preliminary estimate of cost. Upon review of the estimate, CONSULTANT will assist the City in the evaluation of an adequate budget for the improvements. With direction from the City on budget and scope of the improvements, CONSULTANT will then prepare 35% construction documents including: Plan set shall be on 22" x 34" for full size and 11" x 17" scalable at 50%. Submittal shall be in a pdf format for the plans and specifications. • Cover sheet • Demolition Plan • Grading and Drainage Plan • Site Construction Plan • Construction Details • Planting Plan and Details Page 4 of 11 rhaa Amendment No. 1 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits • Irrigation Plan and Details • Preliminary Specifications CONSULTANT will submit to the City for review and meet to discuss review comments. TASK #2: CONSTRUCTION DOCUMENTS: Based on the review comments from the 35%' submittal, CONSULTANT will update and continue to develop the Construction Documents including final specifications. CONSULTANT understands that the City will provide Divisions 0 and 1 of the specifications. CONSULTANT will continue to develop the construction documents, and will execute in house quality control reviews and update the cost estimate as a pre -final estimate of probable cost. Upon completion of the documents, CONSULTANT will refine that estimate into a final estimate of probable cost. After submitting the completed documents to the City, CONSULTANT will meet to discuss final review comments and then finalize the Construction Document package for bidding. TASK # 3: BID PERIOD AND CONSTRUCTION ADMINISTRATION SERVICES: During the Bid Period, CONSULTANT will respond to questions and assist with one addendum, as well as, attend a pre-bid meeting and prepare notes. During construction, CONSULTANT will review all submittals and any shop drawings. CONSULTANT will respond to contractor's RFI's and issue architectural supplemental information (ASI) if needed. CONSULTANT may also be requested to review change order information. CONSULTANT estimates three site review to review layout of hardscape, layout and operation of the irrigation system and plant placement. A Field Observation Report will be prepared for each site visit. Upon completion of the contractor's work, CONSULTANT will perform a final review and prepare a punch list. CONSULTANT'S final task will be to prepare record drawings. 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 EIGHT THOUSAND TWENTY DOLLARS ($ 8,020) 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 5 of 11 rhaa Amendment No. 1 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits EXHIBIT B - REVISED SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by December 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 #1: Design Development 2 weeks after Notice to Proceed (NTP) for this phase Task#2 Construction Documents 4 weeks after Notice to Proceed (NTP) for this phase Task #3: Bid Period and Construction Administration Services 7 week after Notice to Proceed (NTP) for this phase Page 6 of 11 rhaa Amendment No. 1 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits EXHIBIT C - REVISED 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 SEVENTY THOUSAND DOLLARS ($ 70,000). CONSULTANT agrees that it shall perform all of the services set forth in Exhibit A - REVISED 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 ONE THOUSAND NINE HUNDRED EIGHTY DOLLARS ($ 61,980). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C - REVISED is EIGHT THOUSAND TWENTY DOLLARS ($ 8,020). B. Method of Payment For Task Nos. 1 through 3 CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule (Schedule D below) for services performed, and reimbursable expenses incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the 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 supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. Page 7 of 11 rhaa Amendment No. 1 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits C. Budget Schedule The Budget Schedule. for this AGREEMENT shall be as follows: Task Task Description Compensation Task #1: Design Development $ 20,630 Task #2: Construction Documents $ 27,060 Task #3: Bid Period and Construction Administration Services $ 14,290 Additional.Services $ 8,020 . TOTAL $ 70,000 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 SEVENTY THOUSAND DOLLARS ($ 70,000). Page 8 of 11 rhaa Amendment No. 1 to Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project Exhibits ° D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE Task #1— Design Development Review and prepare base plans 20% Conceptual plan preparation with preliminary cost estimate' 30% 35% PS&E and estimate of probable construction costs 50% Task #2 - Construction Documents Pre -final PS&E and estimate of probable construction costs 70% Final PS&E and estimate of probable construction costs 30% Task #3 — Bid Period and Construction Administration Services Award of Contract for construction 20% Construction completion 600% Completion of Record Drawings, 20% Additional Services . Paid Pursuant to Subsection C 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 1-3 of EXHIBIT A - REVISED. Page 9 of 11 rhaa Amendment No. 1 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project 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 EIGHT THOUSAND TWENTY DOLLARS ($ 8,020) 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 - REVISED. The rates shown in the EXHIBIT C- REVISED sall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C - REVISED. Page 10 of 11 rhaa Amendment No. 1 to Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits EXHIBIT C -REVISED CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES Principal $185 Project Manager $140 Staff $100 Page 11 of 11 rhaa Amendment No. 1 to Agreement for McClellan. Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits A MA pl - "' :A i`xm su LANDSCAPE ARCHITECTURE + PLANNING 20 April 2015 Carmen Lynaugh City of Cupertino 10300 Torre Ave Cupertino, CA 95014 RE: Additional Service Request #1 Contract #420-9159-9300 Dear Carmen, It is a pleasure working with the City of Cupertino team. We remain committed to providing the team with all requested services, but have exceeded our original scope and fee. As you may be aware, there have been a number of additions to Task 2 and 3 of the project scope and requested services that were not included in our fee proposal dated December 1, 2014. These items include: A. Splitting the package into Phase 1 and 2 B. Civil Coordination and Plan Checks C. Construction Administration Landscape and Civil Coordination D. Mark Thomas Civil Engineering Additional Services RHAA Task 2 CD Principal 4 hours $ 740.00 Task 2 CD Project Manager 26 Hours $3.640.00 $4,380.00 Task 3 CA Project Manager 20 Hours $2,800.00 Task 2 CD Engineering Services'- Mark Thomas $8,120.00 Task 3 CA Engineering Services - Mark Thomas $3,200.00 Total $18,500.00 Enclosed is the proposal from Mark Thomas. Please call if you have questions. Sincerely, "d)mwk Megan Dale Project Manager Barbara Lundburg Principal -in -Charge ROYSTON HANAMOTO ALLEY & ABEY 225 Miller Avenue, Mill Valley, CA 94941 T 415 383 7900 F 415 383 1433 www.vhaa.com MARK THOMAS & COMPANY, INC. Providing Engineering, Surveying and Planning Services Additional Services Request SCOPE OF SERVICES AND FEE PROPOSAL for McClellan Ranch Preserve - Landscape Plan Phase 2 Site Design As discussed, enclosed is our fee proposal to provide additional services. Our understanding is based on provided Landscape Plan (L3.0) showing new walkway path and landscape configuration along Ranch House and Nature Museum, modified AC pavement and curb elevations at parking lot driveway aisle and new striping for existing.pedestrian crosswalks; all delineated as Phase 2 on the plan. Below is a summary of the additional engineering services along with the cost proposal: Task 01— Review of Phase 2 Plan for Design and Constructability MTCo will review existing survey information at the area and check the spot elevations and slope grades shown for conformance to the latest ADA standards and constructability. MTCo will prepare the necessary design plans (demolition, improvement and details) as well as construction cost estimate for proposed work. The estimated budget for this task is $8,120.00 Task 02 — Additional Construction Administration Services & As -Built Plans Preparation MTCo shall provide additional construction support that will cover the Phase 2 site design for this project. This will include two (2) site visits; 1) for walkway formwork inspection and 2) for new AC pavement laying. This also includes responding to civil related BFI's and submittals and preparation of as -built plans for Phase 2 work. The estimated budget for this task is $3,200.00 As described in the proposal, we' are requesting a fee of $11,320.00 for this work. Please provide us with written authorization for this work at your earliest convenience. If you have any questions or need additional information, please don't hesitate to call me.direct at (408) 453-5373. Sincerely, MARK THOMAS & COMPANY, INC. Michael Fisher, P.E. Senior Project Manager j Project Manager 20 Hours r Task 2 CD ,ri Mark Thomas $8,120.00 LANDSCAPE ARCHITECTURE + PLANNING 20 April 2015 Carmen Lynaugh City of Cupertino 10300 Torre Ave Cupertino, CA 95014 RE: Additional Service Request #1 Contract #420-9159-9300 Dear Carmen, It is a pleasure working with the City of Cupertino team. We remain committed to providing the team with all requested services, but have exceeded our original scope and fee. As you may be aware, there have been a number of additions to Task 2 and 3 of the project scope and requested services that were not included in our fee proposal dated December 1, 2014. These items include: A. Splitting the package into Phase 1 and 2 B. Civil Coordination and Plan Checks C. Construction Administration Landscape and Civil Coordination D. Mark Thomas Civil Engineering Additional Services RHAA Task 2 CD Principal 4 hours $ 740.00 Task 2 CD Project Manager 26 Hours $3.640.00 $4,380.00 Task 3 CA Project Manager 20 Hours $2,800.00 Task 2 CD Engineering Services - Mark Thomas $8,120.00 Task 3 CA Engineering Services - Mark Thomas $3,200.00 Total $18,500.00 Enclosed is the proposal from Mark Thomas. Please call if you have questions. Sincerely, •r- 1 _ Megan Dale Barbara Lundburg Project Manager Principal -in -Charge ROYSTON HANAMOTO ALLEY & ABEY 225 Miller Avenue, Mill Valley, CA 94941 T 415 383 7900 F 415 383 1433 www:shaa.cum ,gym � ti � rM o R THOMAS A COMPANY, INC. . I Providing Engineering, Surveying and Planning Setvkes Additional Services Request SCOPE OF SERVICES AND FEE PROPOSAL for McClellan Ranch Preserve - Landscape Plan Phase 2 Site Design As discussed, enclosed is our fee proposal to provide additional services. Our understanding is based on provided Landscape Plan (L3.0) showing new walkway path and landscape configuration along Ranch House and Nature Museum, modified AC pavement and curb elevations at parking lot driveway aisle and new striping for existing pedestrian crosswalks; all delineated as Phase 2 on the plan. Below is a summary of the additional engineering services along with the cost proposal: Task 01— Review of Phase 2 Plan for Design and Constructability MTCo will review existing survey information at the area and check the spot elevations and slope grades shown for conformance to the latest ADA standards and constructability. MTCo will prepare the necessary design plans (demolition, improvement and details) as well as construction cost estimate for proposed work. The estimated budget for this task is $8,120.00 Task 02 — Additional Construction Administration Services & As -Built Plans Preparation MTCo shall provide additional construction support that will cover the Phase 2 site design for this project. This will include two (2) site visits; 1) for walkway formwork inspection and 2) for new AC pavement laying. This also includes responding to civil related RFI's and submittals and preparation of as -built plans for Phase 2 work. The estimated budget for this task is $3,200.00 As described in the proposal, we are requesting a fee of $11,320.00 for this work. Please provide us with written authorization for this work at your earliest convenience. If you have any questions or need additional information, please don't hesitate to call me direct at (408) 453-5373. AGREEMENT BETWEEN THE CITY OF CUPERTINO AND ROYSTON HANAMOTO ALLEY & ABEY FOR CONSULTANT SERVICES FOR MCCLELLAN RANCH — PEDESTRIAN, PARKING, LANDSCAPE IMPROVEMENTS PROJECT 100-O,�WY�cp fD THIS AGREEMENT, for reference dated 2014, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and Royston Hanamoto Alley & Abey (rhaa), a California corporation, whose address is 225 Miller Avenue, Mill Valley, CA 94941 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for design, bid and construction services for McClellan Ranch — Pedestrian, Parking, Landscape Improvements 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 October 31, 2015, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" titled "Scope of Services" which is attached hereto and incorporated herein by this reference. Page 1 of 13 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project 3. SCHEDULE OF PERFOMRANCE: The Services of Consultant are to be completed according to the schedule set out in Exhibit B, titled "Schedule of Performance ", which is attached hereto and incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed FOURTY EIGHT THOUSAND DOLLARS ($ 48,000). The rate of payment is set out in Exhibit C, titled "Compensation", which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase, clearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due. 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer -independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this . Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Page 2 of 13 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Consultant. Payments of the above items, if required, are the responsibility of Consultant. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 9. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 10. PROJECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. Carmen Lyanugh, Public Works Project Manager, 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 Barbara Lundburg. Page 3 of 13 rhaa Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project 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 any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. 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 Page 4 of 13 rhaa Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project 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 propertX. 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, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Page 5 of 13 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions. of Consultant in the amount of at least $1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is Page 6 of 13 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to 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 Page 7 of 13 rhaa Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project corporation. 15. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names are included in this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 16. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 17. REPORTS: A. Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper Page 8 of 13 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. F. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables. Plans to be in CAD and PDF formats, and other documents to be in Microsoft Word and PDF formats. City holds Consultant harmless for any modifications to the documents. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts 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 Page 9 of 13 rhaa Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Carmen Lynaugh Phone: 408-777-3215 All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Royston Hanamoto Alley & Abey 225 Miller Avenue Mill Valley, CA 94941 Attention: Barbara Lundburg Phone: 415-383-7900 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 Page 10 of 13 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project 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. 25. 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. 26. GIFTS: A. Consultant is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee, which prohibition is found in City Administrative Procedures. B. Consultant agrees not to offer any City officer or designated employee any gift prohibited by the Administrative Procedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by Consultant. In addition to any other remedies, City may have in law or equity, City may terminate this Agreement for such breach as provided in Section 19 of this Agreement. 27. 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 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project 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. 28. 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 rhaa Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project P.O. No.: epp J O ?Ir IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT Royston Hanamoto Alley & Abey Title Pr�teh.f Tax I.D. No.: Aq-1 (oq t 09 Z - Address: 225 Miller Avenue Mill Valley, CA 94941 CITY OF CUPERTINO A Municipal Corporation By Timm Borden, Director of Public Works Date - f I / I (�. APPROVED AS TO FORM: ATTEST: Grace Schmidt, City Clerk Contract Amount: $48,000 <�ft// �7- �` Account No.: 420-9159-9300 Page 13 of 13 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project EXHIBIT A SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the design, bidding and construction for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project located on 22221 McClellan Road, Cupertino. SECTION 1. GENERAL A. General PROJECT Description: The PROJECT involves design development, construction document preparation, bid support, and construction administration services for pedestrian, parking and landscape improvements at McClellan Ranch near the new Environmental Education Center (EEC) and Blacksmith shop (BSS). More particularly the following will be achieved: • Design of additional accessible paths connecting the new Environmental Education Center and blacksmith shop with the former nature center, ranch house and public right-of-way (R -O -W) completing the overall circulation. Providing the shortest accessible route to the R -O -W. • Evaluation of the existing parking lot and possible reconfiguration for functionality and accessibility upgrades. • Improvement to the entry drive off McClellan Ranch Road, including the installation of a new facility sign using the City standard design criteria. • Design of a demonstration landscape using native and drought tolerant plantings for erosion control. The amount available for construction of the PROJECT, including contingencies for design, bidding and price escalations, but excluding 10% construction contingency, compensation to CONSULTANT, construction management consultant is approximately ($185,000) ONE HUNDRED EIGHTY FIVE THOUSAND DOLLARS ("CONSTRUCTION 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 Page 1 of 11 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as, directed by the CITY. CONSULTANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five (5) working days after the meeting. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities. CONSULTANT shall coordinate all responses to comments through the CITY. 4. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. CONSULTANT shall not substitute any team members without the prior approval of the CITY. 5. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance included in EXHIBIT B, may be adjusted by mutual agreement. 6. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. 7. 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 - "TASK" 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. 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 and Department of Parks and Recreation 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. Page 2 of 11 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits 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, including submitting to the CITY's Building Department for a building permit if required. 10. 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. 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 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, during 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 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 Page 3 of 11 rhaa Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project Exhibits 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 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. 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: Design Development CONSULTANT to hold kick off meeting and a site visit. CONSULTANT will gather and review all site background information and prepare a base plan from the prior site survey. CONSULTANT then will prepare an initial design development concept study incorporating all the project objectives. CONSULTANT will meet with the City to present our concept studies including plans and images of recommendations. With input, CONSULTANT will update the concept study and then meet with the CITY and other stakeholders. With their input, CONSULTANT will work with the City to determine a viable concept to prepare a preliminary estimate of cost. Upon review of the estimate, CONSULTANT will assist the City in the evaluation of an adequate budget for the improvements. With direction from the City on budget and scope of the improvements, CONSULTANT will then prepare 35% construction documents including: Plan set shall be on 22" x 34" for full size and 11" x 17" scalable at 50%. Submittal shall be in a pdf format for the plans and specifications. • Cover sheet • Demolition Plan • Grading and Drainage Plan • Site Construction Plan • Construction Details • Planting Plan and Details Page 4 of 11 rhaa Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project Exhibits • Irrigation Plan and Details • Preliminary Specifications CONSULTANT will submit to the City for review and meet to discuss review comments. TASK #2: CONSTRUCTION DOCUMENTS: Based on the review comments from the 35% submittal, CONSULTANT will update and continue to develop the Construction Documents including final specifications. CONSULTANT understands that the City will provide Divisions 0 and 1 of the specifications. CONSULTANT will continue to develop the construction documents, and will execute in house quality control reviews and update the cost estimate as a pre -final estimate of probable cost. Upon completion of the documents, CONSUL17ANT will refine that estimate into a final estimate of probable cost. After submitting the completed documents to the City, CONSULTANT will meet to discuss final review comments and then finalize the Construction Document package for bidding. TASK # 3: BID PERIOD AND CONSTRUCTION ADMINISTRATION SERVICES: During the Bid Period, CONSULTANT will respond to questions and assist with one addendum, as well as, attend a pre-bid meeting and prepare notes. During construction, CONSULTANT will review all submittals and any shop drawings. CONSULTANT will respond to contractor's RFI's and issue architectural supplemental information (ASI) if needed. CONSULTANT may also be requested to review change order information. CONSULTANT estimates three site review to review layout of hardscape, layout and operation of the irrigation system and plant placement. A Field Observation Report will be prepared for each site visit. Upon completion of the contractor's work, CONSULTANT will perform a final review and prepare a punch list. CONSULTANT'S final task will be to prepare record drawings. 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 FOUR THOUSAND FIVE HUNDRED TWENTY DOLLARS ($ 4,520) 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 5 of 11 rhaa Agreement for McClellan Ranch - Pedestrian, Parking, Landscape Improvements Project Exhibits EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by October 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 #1: Design Development 2 weeks after Notice to Proceed (NTP) for this phase Task#2 Construction Documents 4 weeks after Notice to Proceed (NTP) for this phase Task #3: Bid Period and Construction Administration Services 7 week after Notice to Proceed (NTP) for this phase Page 6 of 11 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project 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 FOURTY EIGHT THOUSAND DOLLARS ($ 48,000). 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 FOURTY THREE THOUSAND FOUR HUNDRED EIGHTY DOLLARS ($ 43,480). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C is FOUR THOUSAND FIVE HUNDRED TWENTY DOLLARS ($ 4,520). B. Method of Payment For Task Nos. 1 through 3 CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule (Schedule D below) for services performed, and reimbursable expenses incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the 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 supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. Page 7 of 11 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation Task #1: Design Development $ 20,630 Task #2: Construction Documents $ 14,560 Task #3: Bid Period and Construction Administration Services $ 8,290 Additional Services $ 4,520 TOTAL $ 48,000 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 FOURTY EIGHT THOUSAND DOLLARS ($ 48,000). Page 8 of 11 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE Task #1 — Design Development Review and prepare base plans 20% Conceptual plan preparation with preliminary cost estimate 30% 35% PS&E and estimate of probable construction costs 50% Task #2 - Construction Documents Pre -final PS&E and estimate of probable construction costs 70% Final PS&E and estimate of probable construction costs 30% Task #3 — Bid Period and Construction Administration Services Award of Contract for construction 20% Construction completion 60% Completion of Record Drawings 20% Additional Services Paid Pursuant to Subsection C 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 1-3 of EXHIBIT A. Page 9 of 11 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project 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 FOUR THOUSAND FIVE HUNDRED TWENTY DOLLARS ($ 4,520) 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 sail stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. Page 10 of 11 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits EXHIBIT C-1 CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES Principal $185 Project Manager $140 Staff $100 Page 11 of 11 rhaa Agreement for McClellan Ranch — Pedestrian, Parking, Landscape Improvements Project Exhibits