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15-040 John Cahalan Landscape Architect for the Cupertino Senior Center Landscape & Irrigation Project AGREEMENT BETWEEN THE CITY OF CUPERTINO AND TOHN CAHALAN,LANDSCAPE ARCHITECT FOR CONSULTANT SERVICES FOR THE CUPERTINO SENIOR CENTER MARY AVENUE LANDSCAPE AND IRRIGATION PROJECT THIS AGREEMENT,for reference dated March 31,2 2*5is and between CITY CUPERTINO, a municipal corporation(hereinafter referred to as"City"),and Tohn Cahalan,Landscape Architect(TCLA),a California sole proprietor,whose address is 15559 Union Avenue,Ste.206,Los Gatos CA 95032(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 a professional services agreement for the Cupertino Senior Center landscape and irrigation design and construction documents 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 December 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. 3. SCHEDULE OF PERFORMANCE: The Services of Consultant are to be completed according to the schedule set out in Exhibit B, titled"Schedule of Performance",wluch is attached hereto and incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consu�tl a'nt under this agreement shall not exceed seventeen thousand five hundred dollars($17,500.00).The rate of payment is set out in Exhibit C,titled "Compensation",which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase,clearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due. Senior Center-Mary Avenue Landscape Page 1 of 9 March 31,2015 JCLA Agreement City of Cupertino 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant,except to the extent they are limited by statute,rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees,including but not limited to,unemployment insurance,*workers'compensation plans,vacation and sick leave are available from City to Consultant,its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments,PERS payments,or other purposes normally associated with an employer- employee relationship from any fees due Consultant. Payments of the above items,if required, are the responsibility of Consultant. 8. IMMIGRATION REFORM AND CONTROL ACT (IBCA)• 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 IBCA or other federal,or state rules.and regulations. Consultant shall indemnify and hold City haft less 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. Kat: Tensen, CIP Contract 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 Tohn Cahalan. Senior Center-Mary Avenue Landscape Page 2 of 9 March 31,2015 JCLA Agreement City of Cupertino &6® 6 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 and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. C. Claims involving intellectual property. In addition to the obligations set forth in (A) and (B) above, Consultant shall indemnify, defend, and hold the City, its elected and appointed officers, employees, and volunteers, harmless from and against any Claim in which a violation of intellectual property rights, including but not limited to copyright or patent rights, is alleged that arises out of, pertains to, or relates to Consultant's negligence, recklessness or willful misconduct under this Agreement. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Senior Center -Mary Avenue Landscape Page 3 of 9 March 31, 2015 JCLA Agreement City of Cupertino 12. INSURANCE: On or before the commencement of the term of this Agreement,Consultant shall furnish City with certificates showing the type,amount,effective dates and dates of expiration of insurance coverage in compliance with paragraphs 12A,B, C,D and E. Such certificates,which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled before the expiration date thereof,the insurer affording coverage shall provide thirty(30)days'advance written notice to the City of Cupertino,Attention:City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and authorized to do insurance business in the State of California. Endorsements naming the City as additional insured in relation to the commercial general liability and commercial automobile liability policies shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate-all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted,combined single limit policy with aggregate limits in the amounts of$1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Commercial automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each accident (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least$1,000,000 per claim and in the aggregate. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide commercial general and automotive liability insurance,Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City,on behalf of any insurer providing commercial general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: Senior Center-Mary Avenue Landscape Page 4 of 9 March 31,2015 JCLA Agreement City of Cupertino If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City,its City Council,boards and commissions, officers,employees and volunteers shall be named as an additional insured under all insurance coverages,except any workers compensation and professional liability insurance, required by this Agreement. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss,or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2,Division 6, Section 18700 of the California Code of Regulations. 14. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign,sublease,hypothecate,or transfer this Agreement,or any interest therein, directly or indirectly,by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void,and any assignee,sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However,claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale,assignment,transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant,if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant,shall be construed as an assignment of this Agreement. Control means fifty percent(50%)or more of the voting power of the corporation. 15. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained,only those people and subcontractors whose names are included in this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers'compensation insurance and shall also be required to carry general,automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition,any work or services subcontracted hereunder shall be subject to each provision of this Agreement. Senior Center-Mary Avenue Landscape Page 5 of 9 March 31,2015 JCLA Agreement City of Cupertino 16. PERMITS AND LICENSES: Consultant, at his/her sole expense,shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including,but not limited to,a City Business License, that may be required in connection with the performance of services hereunder. 17. OWNERSHIP OF WORK: A. Any interest(including copyright interests)of Consultant and its subconsultants in each and every study, document,report,draft,memoranda, work product,map, record,plan,drawing, specification and other deliverable,in any medium prepared or created by Consultant or its subconsultants pursuant to or in connection with this Agreement,shall be the exclusive property of City. To the extent permitted by Title 17 of U.S.Code,all work product prepared or created under this Agreement shall be deemed works for hire and all copyrights in such works shall be the property of City. In the event that it is ever determined that any works prepared or created by Consultant or any subconsultant under this Agreement are not works for hire under U.S.law,Consultant hereby assigns to City all copyrights to such works when and as created. With Owner's prior written approval,Consultant may retain and use copies of such works for reference and as documentation of its experience and capabilities and in its promotional materials. With respect to Consultant's standard details,Consultant may retain the copyright, but grants to City a perpetual non-exclusive license to use such details in connection with the Project. B. Without limiting any other City right to any of the works prepared or created by Consultant or its subconsultants, all works may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project;and/or (4) Other City projects as appropriate. C. Any City reuse of works shall be subject to California Business and Professions Code Sections 5536.25,6735,6735.3 or 6735.4,if and to the extent applicable. Any City reuse of works for any purpose other than those in B(1)through B(3)above,and any modifications to any of the works,shall be at City's sole risk and expense. D. Consultant shall,at such time and in such form as City may require,furnish reports concerning the status of services required under this Agreement. E. All written work required to be provided by this Agreement(other than large-scale architectural plans and similar items)shall be printed on recycled paper and shall be copied on both sides of the paper except for one original,which shall be single sided. F. No work,information or other data given to or prepared created or assembled by Consultant or any of its subconsultants pursuant to this Agreement,shall be made available to any individual or organization by Consultant or any subconsultant without prior approval by City. G. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables.Plans shall be in CAD and PDF formats,and other documents shall be in Microsoft Word and PDF formats. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to sales,costs,expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times,and Senior Center-Mary Avenue Landscape Page 6 of 9 March 31,2015 JCLA Agreement City of Cupertino gives City the right to examine and audit same,and to make transcripts there from as necessary,and to allow inspection of all work,data,documents,proceedings and activities related to this Agreement. Such records,together with supporting documents,shall be kept separate from other documents and records and shall be maintained for a period of three(3)years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records,and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls,or other breach of contract or failure to act in good faith,then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 19. NOTICES: All notices,demands,requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail,postage prepaid,registered or certified,addressed as hereinafter provided. All notices,demands,requests,or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention:Katy Jensen, CIP Contract Manager. All notices,demands,requests,or approvals from City to Consultant shall be addressed to Consultant at: John Cahalan,Landscape Architect 15559 Union Avenue,Ste.206 Los Gatos,CA 95032 Attention:John Cahalan,Principal 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 Senior Center-Mary Avenue Landscape Page 7 of 9 March 31,2015 JCLA Agreement City of Cupertino Agreement and obligations of the parties are subject to all valid laws,orders,rules, and regulations of the authorities having jurisdiction over this Agreement(or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara,State of California. 23. ADVERTISEMENT: Consultant shall not post,exhibit,display or allow to be posted,exhibited,displayed any signs, advertising,show bills,lithographs,posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER: A waiver by City of any breach of any term,covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term,covenant,or condition contained herein,whether of the same or a different character. 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 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. Senior Center-Mary Avenue Landscape Page 8 of 9 March 31,2015 JCLA Agreement City of Cupertino P.O.No.: IN WITNESS WHEREOF,the parties have caused the Agreement to be executed: f—G NSULTNT CITY OF CUPERTINO John hala ,L s rchitect A Municipal Corporation By: B . Name: Timm Borden,Director of Public Works Title: Date:_�(/:E] /S Date: ry Tax I.D. No.:'94 5 �2 AP ROVED AS TO FO Address: 15559 Union Avenue,Ste.260 �Q � Los Gatos,CA 95032 arol Korade, City Attorney A T: Grace Schmidt,City Clerk ,_ Contract Amount:$17,500.00 Account#:420-90-944-900-905-SRCT 002- 02-02 Senior Center-Mary Avenue Landscape Page 9 of 9 March 31,2015 JCLA Agreement City of Cupertino EXHIBIT A SCOPE OF SERVICES Cupertino Senior Center,Mary Avenue Landscape and Irrigation Project The CONSULTANT shall perform professional services as detailed in the following sections to produce design and construction documents for the Mary Avenue landscape and irrigation at the Cupertino Senior Center. SECTION 1.0 GENERAL 1.1 Project Description:The CONSULTANT shall produce landscape and irrigation design and construction documents necessary for Mary Avenue Landscape project at the Cupertino Senior Center, 1.2 Project Construction Budget:The amount available for project construction shall be equal to the Estimate of Probable Construction Cost associated with the CITY approved concept Section 2, Task 2.9 including contingencies for design,bidding,and price escalation. 1.3 The CONSULTANT shall provide all services necessary required to complete the tasks identified in the Scope of Services. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, according to the project scope of services and the standard of care provisions contained in this AGREEMENT. 1.4 The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. The CONSULTANT shall receive project direction only from the CITY's Director of Public Works or their authorized designee(hereinafter collectively "CITY"). The CITY shall resolve conflicting direction from other groups, departments or agencies. 1.5 The CONSULTANT shall coordinate the project scope of services with the CITY, other CITY consultants,contractors or agencies as needed or directed by the CITY. 1.6 The CONSULTANT shall manage and administer all sub consultants used in completion of the project scope of services. 1.7 Estimate of Probable Construction Cost: A) The CONSULTANT shall design the PROJECT so the Estimate of Probable Construction Cost is less or equal to the Project Construction Budget in 1.2 above. B) The CONSULTANT, in consultation with the CITY, shall include contingencies for design, bidding, and price escalation, make reasonable adjustments, and/or value engineer various items in all Estimates of Probable Construction cost submitted in conjunction with the PROJECT. Senior Center-Mary Avenue Landscape EXHIBIT A March 31,2015 JCLA Page 1 of 7 CITY of Cupertino EXHIBIT A SCOPE OF SERVICES Cupertino Senior Center,Mary Avenue Landscape and Irrigation Project C) The CONSULTANT shall update the Estimate of Probable Construction Cost with each submission and clearly identify all changes from the previous estimate. D) 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. E) If,at any time prior to bid,the Estimate of Probable Construction Cost exceeds the Construction Budget identified in 1.2 above,the CONSULTANT shall revise the design and/or Construction Documents at no additional cost to the CITY.It is understood that reductions in scope may be required to meet the Construction budget,and the CITY shall not unreasonably withhold permission for project scope reductions to meet the construction budget.However,all scope and quality changes shall be made in writing and approved by the CITY,in advance. F) Any program, design, or budget changes initiated and authorized in writing by the CITY and beyond the CONSULTANT's control that require a revision to the Estimate of Probable Construction Cost to meet the Construction Budget in 1.2 shall be considered Additional Services as noted in EXHIBIT C of this AGREEMENT. G) If the lowest responsive contractor bid exceeds the Construction Budget in 1.2 by more than fifteen percent(15%), CONSULTANT shall,without additional cost to the CITY, and only by advance,written CITY direction,revise the Construction Bid Documents to align the construction costs with the Construction Budget. The CITY acknowledges that the CONSULTANT does not control market conditions and agrees that reductions in scope may be necessary to meet the CITY's construction budget. 1.8 CONSULTANT shall assist the CITY with filing permit documents required by governmental authorities having jurisdiction over the PROJECT,including CITY's Building.Department, if required. 1.9 Deliverables identified in each Task provide the basis for fee compensation.Any deficiencies in the minimum work items identified shall cause the CITY to reject the entire submission,require the CONSULTANT to make appropriate corrections,and resubmit,at no cost to the CITY. Earned value for submissions according to the EXHIBIT C,Compensation Schedule shall not be considered until the Task Deliverables are accepted by the CITY. Senior Center-Mary Avenue Landscape EXHIBIT.A March 31,2015 JCLA Page 2 of 7 CITY of Cupertino EXHIBIT A SCOPE OF SERVICES Cupertino Senior Center, Mary Avenue Landscape and Irrigation Project SECTION 2.0. SCOPE OF SERVICES TASK 1.00 PREDESIGN ACTIVITIES-PROJECT DATA 1.1 The CONSULTANT shall review all existing project data available from the CITY,evaluate it for use as the project baseline information,and notify the CITY,in writing, if additional information is required. 1.2 The CONSULTANT shall prepare a scaled base map of the project site for use as the project base information. The base map shall indicate one foot contour intervals, critical spot elevations, existing tree locations and sizes, other existing site features, and surface/subsurface utility information based on information available from the CITY. 1.3 The CONSULTANT shall thoroughly investigate, document,and become familiar with the site prior to meeting with the CITY. Task 1.0 DEVLIVERABLES: 1.2 Project base map End of Task 1.0 TASK 2.0: CONCEPTUAL DESIGN 2.1 The CONSULTANT shall attend a kick off meeting with the Senior Center Director and CITY Public Works staff to finalize the project program and schedule. The CONSULTANT shall provide a written meeting summary to the CITY within five (5)business days. 2..2 The CONSULTANT shall provide the CITY with a draft project schedule within five (5) business days of the CITY'S Notice to Proceed.The_draft schedule shall be compatible with the MS Project platform, contain all project milestones, and identify the project specific critical path elements.The CITY shall review the schedule and provide written comments within five (5) business days of receipt.The CONSULTANT shall incorporate the CITY comments and submit a final project baseline schedule to the CITY. The CITY shall provide the CONSULTANT with written approval of the baseline project schedule within five (5) days of the final baseline schedule receipt. 2.3 The CONSULTANT shall provide the CITY with written project schedule updates as changes occur that impact the baseline project delivery date, provide assessment of the schedule impact, and identify schedule recovery options.The CITY shall approve all changes to the baseline schedule in writing prior to the change. Senior Center-Mary Avenue Landscape EXHIBIT A March 31,2015 JCLA Page 3 of 7 CITY of Cupertino EXHIBIT A SCOPE OF SERVICES Cupertino Senior Center, Mary Avenue Landscape and Irrigation Project 2.4 The CONSULTANT shall complete a conceptual,color rendered, landscape and irrigation plan at 1"=10' scale that satisfies the project program elements identified in 2.1.Information on proposed materials, including but not limited to plant material and installed and mature sizes, irrigation equipment and pipe,mulch, and other elements shall accompany the drawings. 2.5 The CONSULTANT shall provide an Estimate of Probable Construction Cost for the conceptual design solution that includes all landscape and irrigation program elements. 2.6 The CONSULTANT shall meet with the CITY staff to discuss the conceptual design plan, proposed materials, and cost estimates. 2.7 The CONSULTANT shall present the conceptual landscape plan at a public meeting, answer public questions, and summarize the public comments in a written meeting summary. 2.9 The CONSULTANT shall incorporate CITY and public comments,as directed by the CITY and update the Estimate of Probable Construction Cost. The Estimate of Probable Construction Cost associated with the revised conceptual design,inclusive of all CITY directed comments, shall become the project budget identified in 1.2 and 1.7. TASK 2.0 DEVLIVERABLES: 2.1 Meeting agenda and summary(electronic .pdf) 2.2 Draft baseline schedule(electronic .pdf) Final baseline schedule(electronic .pdf) 2.3 Schedule updates(electronic .pdf) 2.4 Color rendered conceptual landscape plan including proposed materials (hard copy and electronic pdf files,) 2.5 Estimate of Probable Construction Cost(electronic .pdf) 2.6 Meeting agenda and summary(electronic .pdf) 2.7 Meeting agenda and summary(electronic .pdf) 2.9 ' Updated Estimate of Probable Construction Cost(electronic .pdf) End of Task 2.0 TASK 3.0 LANDSCAPE AND IRRIGATION CONSTRUCTION DOCUMENTS Task 3.10 65% Landscape and Irrigation Construction Document Package 3.1.1 The CONSULTANT shall incorporate CITY direction from Task 2.9 into the 65%Landscape and Irrigation Construction Document package. Senior Center-Mary Avenue Landscape EXHIBIT A March 31,2015 JCLA Page 4 of 7 CITY of Cupertino EXHIBIT A SCOPE OF SERVICES Cupertino Senior Center,Mary Avenue Landscape and Irrigation Project 3.1.2 The CONSULTANT shall submit a 65%Landscape and Irrigation Construction Document package to the CITY for review that includes the following, at a minimum: A. Title sheet B. Project limits/Demolition plan with existing conditions C. Best Management Practices (BMP) (CITY provided) D. Planting Plan E. Irrigation Plan F. Water Efficient Landscape calculations, hydrozone map,and irrigation schedule per State and CITY requirements. G. Draft construction details H. Draft Technical specification(except for CITY provided Div.0 and 1). I. Access compliance consistent with Title 24.(if required) J. Manufacturer's catalog cut sheets,samples,photos, and other available product information for landscape and irrigation materials. K. 65%Estimate of Probable Construction Cost All plan set submissions shall be in AutoCAD at 1'=20" on 22"x 34"for full size, 11" x 17" scalable at 50%,and electronic copies in pdf format. 3.1.3 The CITY shall review the 65% Construction Document package and provide written comments within five(5)working days of the submission. Task 3.10 Deliverables: 3.1.2 65% Construction package as defined (one electronic pdf file.) Task 3.20 95% Construction Document Package 3.2.1 The CONSULTANT shall incorporate CITY comments from 3.1.3 into a 95% Construction Document package and submit it to the CITY.The 95% package shall meet all requirements for submission to the CITY Building Department, contain all construction drawings, details, technical specifications,water calculations,material call outs,bid documents and forms necessary to publicly bid the project in the CITY of Cupertino (Division 0 and 1 provided by CITY), and a 95%Estimate of Probable Construction Cost.Additionally,the Consultant shall incorporate, if necessary,"Add or Deduct Alternate"bid elements into the bid documents for project bid and award flexibility. All documents shall be ready for public bid with the exception of minor corrections and final wet seals. 3.2.2 The CITY shall provide written comments on the 95% Construction Document package submission and Estimate of Probable Construction Cost within ten(10)business days. Senior Center-Mary Avenue Landscape EXHIBIT A March 31,2015 JCLA Page 5 of 7 CITY of Cupertino EXHIBIT A SCOPE OF SERVICES Cupertino Senior Center,Mary Avenue Landscape and Irrigation Project Task 3.20 Deliverables: 3.2.1 95%Document package,including Estimate of Probable Construction Cost, and all necessary documents for public bid. (Five(5)hardcopies and one(1) electronic pdf) Task 3.30 Construction Bid Document Package 3.30 The CONSULTANT shall incorporate CITY comments from 3.2.2 into a Construction Bid Document package for use as the project bid documents.The package shall include (1) original set of drawings and specifications wet signed by all licensed professional disciplines, suitable for reproduction, (2) an original 100%Estimate of Probable Construction Cost, (3) CITY bid documents, and(4) one electronic pdf copy. Task 3.30 Deliverables: 3.30 100% Bid Document Package(One(1) original wet signed set suitable for reproduction and one (1)electronic copy pdf.) End of Task 3.0 TASK 4.0 BID AND AWARD SERVICES Task 4.1 The CONSULTANT shall answer bidder questions relative to the plans and technical specifications. Task 4.2 The CONSULTANT shall assist the CITY in preparing bid addenda for clarification of the plans and technical specifications. Task 4.3 The CONSULTANT shall assist CITY staff with bid evaluations. Task 4.0 Deliverables: 4.1 Bid question response (as required). One(1) electronic copy pdf. 4.2 Bid addenda content(as required).One(1)electronic copy pdf. End of Task 4.0 TASK 5.0 CONSTRUCTION SERVICES Task 5.1 The CONSULTANT shall attend a pre-construction meeting and address questions from the CITY and/or Contractor. Senior Center-Mary Avenue Landscape EXHIBIT A March 31;2015 JCLA Page 6 of 7 CITY of Cupertino EXHIBIT A SCOPE OF SERVICES Cupertino Senior Center, Mary Avenue Landscape and Irrigation Project Task 5.2 The CONSULTANT shall assist the CITY in reviewing contractor submittals for conformance with the project plans and specifications,evaluate proposed substitutions, and provide written responses to the CITY. Task 5.3 The CONSULTANT shall assist the CITY in answering contractor Requests for Information (RFI)that concern the project plans and specifications by providing written responses to the CITY. Task 5.4 The CONSULTANT shall make three (3) visits to the project construction site,observe the quality of work,conformance to the plans and specifications,and prepare a field report for each visit including action items. . Task 5.5 The CONSULTANT shall provide project As Built drawings in AutoCAD from the Contractor's redlined field notations on the project As Built field drawing set. Task 5.6 The CONSULTANT shall submit a project data archive record consisting of all information, meeting summaries, drawings,As Built drawings, communication, and other data used in the project development including CITY provided information.The Project Archive shall be on an archive quality electronic media CD or DVD ROM in pdf format. Task 5.0 Deliverables: 5.2 Submittal reviews. One(1) electronic copy pdf. 5.3 Request for Information responses (as required).One (1) electronic copy pdf. 5.4 Construction field reports. One(1) each electronic copy pdf. 5.5 Construction As Built Drawings in AutoCAD. (electronic pdf on archive quality media) 5.6 Project Data Archive(electronic pdf on archive quality media) End of Task 5.0 END OF EXHIBIT A Senior Center-Mary Avenue Landscape EXHIBIT A March 31,2015 JCLA Page 7 of 7 CITY of Cupertino EXHIBIT B PERFORMANCE SCHEDULE All work under this Consultant Agreement shall be completed by December 31,2015. The task deliverables identified in EXHIBIT A, shall be received by the CITY as indicated below: PROJECT DELIVERABLES (BY TASK) DELIVERY SCHEDULE Section 2.0 SCOPE OF SERVICES TASK 1.0 PREDESIGN ACTIVITY 1.2 Project Base Map Five (5)business days after NTP TASK 2.0 CONCEPTUAL DESIGN 2.1 Meeting agenda and summary Five(5)business days before/after meeting. 2.2 Draft project schedule Five (5 business days after 2.1. Final project baseline schedule Five(5)business days after CITY comments. 2.3 Baseline schedule updates Three (3)business days after CITY approved change to the baseline schedule. 2.4/2.5 Color conceptual plan and estimate Ten(10)business days after 2.1. 2.6/2.7 Meeting agenda and summary Five(5).business days before/after meeting. 2.9 Estimate of Probable Construction Cost Five(5)business days after 2.7 TASK 3.0 LANDSCAPE AND IRRIGATION CONSTRUCTION DOCUMENTS Task 3.10 Deliverables: 3.1.2 65% Construction Document package Fifteen(15)business days after 2.6 Task 3.20 Deliverables: 3.2.1 95%Construction Document Package Fifteen(15)business days after 3.1.4 Task 3.30 Deliverables: 3.3.0 100%Construction Document Package Ten (10)business days after 3.3.1 TASK 4.0 BID AND AWARD SERVICES Task 4.0 Deliverables: 4.1 Bidder question response (as required). One (1)business day after receipt 4.2 Bid addenda content(as required). One (1)business day after receipt Senior Center-Mary Avenue Landscape EXHIBIT B March 31,2015 JCLA Page 1 of 2 CITY of Cupertino EXHIBIT B PERFORMANCE SCHEDULE TASK 5.0 CONSTRUCTION SERVICES Task 5.0 Deliverables: 5.2 Submittal review summaries. Three (3)business days after receipt 5.3 Request for Information 'responses (as required). Three (3)business days after receipt 5.4 Construction observation summaries. Three(3)business days after site visit 5.5 As Built drawings (from Contractor redline) Five (5)business days after receipt 5.6 Project archive Five (5)business days after 5.5 END OF EXHIBIT B Senior Center-Mary Avenue Landscape EXHIBIT B March 31,2015 JCLA Page 2 of 2 CM of Cupertino EXHIBIT C COMPENSATION 1) Base Compensation The base compensation for the Senior Center Mary Avenue Landscape consultant agreement shall not exceed sixteen thousand eight hundred and five DOLLARS ($16,805.).Any work performed in Section-2.0,Scope of Services,which exceeds the base compensation amount shall be at no cost to the CITY. 2) Fee Budget Schedule The Fee Budget Schedule for this AGREEMENT shall be as follows: Section 2.0 Task Description Task Task Compensation Task#1: Predesign $2,350.00 Task#2: Conceptual Design $3,300.00 Task#3: Construction Documents $8,155.00 Task#4: Bid and Award Services $ 1,500.00 Task#5: Construction Services $1,500.00 TOTAL $16,805.00 The CONSULTANT shall not exceed the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve budget transfer amounts between Tasks listed above provided the base AGREEMENT compensation amount in(1) above is not exceeded. 3). Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: MILESTONE PERCENT OF TASK TASK COMPENSATION Task#1 - Predesign Activities a. Draft Schedule 20% b. Final Baseline Schedule 60% c. Schedule updates 20% Task#2- Conceptual Design Senior Center Mary Avenue Landscape EXHIBIT C March 31,2015 JCLA Page 1 of 3 CITY of Cupertino EXHIBIT C COMPENSATION a. Color.Conceptual Design and Estimate 50% b. CITY Design Development Approval 50% Task#3—Construction Documents a. (65%) Submittal Approved 30% b. (95%) Submittal Approved 40% c. (100%) Submittal Approved 30% Task#4 Bid and Award Services a. Bidder question response 50% b. Bidder addenda response 50% Task#5 Construction Services a. Submittal summaries 30% b. . Request for Information responses 30% c. Site observation summaries 10% d. As Built drawings drawing 20% e. Project archive delivery 10% The CONSULTANT may invoice according to the budget schedule only after the CITY provides written approval for the Task deliverables identified in Item C. 4). Subconsultant Services. The CONSULTANT is directly responsible for all SUBCONSULTANT payments.All SUBCONSULTANT compensation is included in the above Budget and shall be invoiced by the CONSULTANT as part of the Section 2, Scope of Services,Base Compensation. 5). Reimbursable Expenses: There are no reimbursable expenses in this Agreement. 6). Additional Services: The CITY may request,in writing, additional CONSULTANT services not identified in Item B, Tasks 1- 3.The CONSULTANT shall provide a written fee proposal and obtain the CITY's written authorization prior to performing any additional services. This agreement provides a sum of six hundred ninety five($695.00)for Additional Services not identified in ATTACHEMENT A, SCOPE OF SERVICES. The CONSULTANT shall not perform any additional services that exceed that amount. Each Additional Services proposal shall be separately negotiated,in advance,and paid either on a lump sum or time and material basis as authorized by the CITY.The CONSULTANT shall use the billing rates below throughout the term of this agreement for time and material proposals. Senior Center Mary Avenue Landscape EXHIBIT C March 31,2015 JCLA Page 2 of 3 CITY of Cupertino EXHIBIT C COMPENSATION CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES Principal $150/hour Landscape Architect 1 $120/hour Project Assistant 1 $95/hour Project Assistant 2 $85/hour AutoCAD Design $95/hour The CONSULTANT shall invoice for authorized Additional Services performed the previous month according to the compensation schedule identified in the agreement addendum. 7). Maximum Compensation The maximum compensation for the entire Consultant agreement is seventeen o thousand five hundred DOLLARS ($17,500.).Any hours worked for which payment would result in a total exceeding the maximum amount of compensation shall be at no cost to the CITY. END OF EXHIBIT C Senior Center Mary Avenue Landscape EXHIBIT C March 31,2015 JCLA Page 3 of 3 CITY of Cupertino Client#: 1783 JOHNCAHAL ATE(MM/DD/YYYY) ACORDrM CERTIFICATE OF LIABILITY INSURANCE D4/10/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(les)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Dealey,Renton&Associates PHONE 510 465-3090 FAX 510 452-2193 A/C No Ext: AIC No P.O.Box 12675 Attn: IFW E-MAIL Beale renton.com Oakland,CA 94604-2675 ADDRESS: nbarrett @ Y 510 465-3090 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Sentinel Insurance Co.LTD 11000 INSURED John Cahalan, Landscape Architect INSURER B:XL Specialty Insurance Co. 37885 INSURER C 15559 Union Ave.,#206 INSURER D Los Gatos,CA 95032 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD MM/DD A GENERAL LIABILITY 57SBWLZ2249 10/15/2014 10115/2015 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence $1,000,0 00 CLAIMS-MADE FOCCUR MED EXP(Any one person) $109000 X Contractual PERSONAL&ADV INJURY $1 000 000 Liability Included GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY 7X PECO LOC $ A AUTOMOBILE LIABILITY 57SBWLZ2249 10/15/2014 10/15/201 (CEO,MINacc deotSINGLE LIMIT 1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ WORKERS COMPENSATION WC STATU- TORYLIMITS JOTH, AND EMPLOYERS'LIABILITY Y/N IER ANY PROPRIETOR/PARTNER/EXECUTIVE❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below I I E.L.DISEASE-POLICY LIMIT $ B Professional DPS9717853 10/15/2014 10/15/201 $1,000,000 per claim Liability $2,000,000 annl aggr. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) General Liability policy excludes claims arising out of the performance of professional services. RE: Cupertino Senior Center GENERAL LIABILITY ADDITIONAL INSURED:City of Cupertino,its city Council,boards and commissions, officers,employees and volunteers (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Cit of Cupertino SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Y p THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn.:Carmen Lynaugh ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 2 The ACORD name and logo are registered marks of ACORD #S1295845/M1288682 NXS DESCRIPTIONS (Continued from Page 1) 30day Notice of Cancellation SAGITTA 25.3(2010/05) 2 Of 2 #S1295845/M1288682 Insured: John Cahalan,Landscape Architect Insurer: Sentinel Insurance Co.LTD Policy Number: 57SBWLz2249 Policy Effective Date: 10/15/2014 Additional Insured: City of Cupertino,its city Council,boards and commissions,officers,employees and volunteers EXCERPTS FROM: Hartford Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM C.WHO IS AN INSURED 6.Additional Insureds When Required By Written Contract,Written Agreement Or Permit The person(s)or organization(s) identified in Paragraphs a.through f. below are additional insureds when you.have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. f.Any Other Party (1)Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for"bodily injury, "property damage" or"personal and advertising injury"caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the"products-completed operations hazard, but only if (i)The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for"bodily injury" or"property damage" included within the"products-completed operations hazard. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury, "property damage"or"personal and advertising injury' arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: inspection, or engineering E.5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or"suit" is brought. E.7.b.(7).(b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance,this insurance is primary and we will not seek contribution from that other insurance. E.8.b. Waiver Of Rights Of Recovery(Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage.