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15-188 Integral Group Inc., consultant services McClellan Ranch Environmental Education Center MEP system training, operations & maintenance manual preparation.pdfAGREEMENT BETWEEN THE CITYOF CUPERTINO AND INTEGRAL GROUP, INC. FOR
CONSULTANT SERVICES FOR MCCLELLAN RANCH ENVRIONMENTAL EDUCATION CENTER
MEP SYSTEM TRAINING AND OPERATION & MAINTENANCE MANUAL PREPRATION
THIS AGREEMENT, for reference dated October 29, 2015, is by and between CITY OF
CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and Integral Group, Inc., a
California corporation, whose address is 42713th Street, Oakland, CA 94612 (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 providing training and
operation and maintenance manual for the McClellan Ranch Environmental Education Center MEP
system 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 15, 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 ", which is attached hereto and incorporated herein by this reference.
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4. COMPENSATION TO CONSULTANT:
The maximum compensation to be paid to Consultant under this agreement shall not exceed
EIGHT THOUSAND EIGHT HUNDRED FIFTY DOLLARS ($ 8,850). 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 pfans, vacation and sick leave are available
from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal
taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-
employee relationship from any fees due Consultant. Payments of the above items, if required, are the
responsibility of Consultant.
8. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Consultant assumes any and all responsibility for verifying the identity and employment
authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or
other federal, or state rules and regulations. Consultant shall indemnify and hold City harmless from
and against any loss, damage, liability, costs or expenses arising from any noncompliance of this
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.
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10. PROJECT COORDINATION
CITY: Director of Public Works shall be representative of City for all purposes under this
Agreement. Carmen Lynaugh, 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 Isaac
Chambers, PE, CCP.
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,
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expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this
Agreement to indemnify City to the extent that the damage is caused by the sole or active
negligence or willful misconduct of City, its agents or employees.
C. Claims involving intellectual property. In addition to the obligations set forth in (A)
and (B) above, Consultant shall indemnify, defend, and hold the City, its elected and appointed
officers, employees, and volunteers, harmless from and against any Claim in which a violation of
intellectual property rights, including but not limited to copyright or patent rights, is alleged that
arises out of, pertains to, or relates to Consultant's negligence, recklessness or willful misconduct
under this Agreement. Such costs and expenses shall include reasonable attorneys' fees of
counsel of City's choice, expert fees and all other costs and fees of litigation.
12. INSURANCE:
On or before the commencement of the term of this Agreement, Consultant shall furnish City
with certificates showing the type, amount, effective dates and dates of expiration of insurance coverage
in compliance with paragraph 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:
City of Cupe1tino
(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
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(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:
If Consultant at any time during the term hereof should fail to secure or maintain the foregoing
insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the
Consultant and shall be compensated by the Consultant for the 'costs of the insurance premiums at the
maximum rate permitted by law and computed from the date written notice is received that the
premiums have not been paid.
D. ADDITIONAL INSURED:
City, its City Council, boards and commissions, officers, employees and volunteers shall be
named as an additional insured under all insurance coverages, except any worker's compensation and
professional liability insurance, required by this Agreement. An additional insured named herein shall
not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy
or any extension thereof. Any other insurance held by an additional insured shall not be required to
contribute anything toward any loss or expense covered by the insurance provided by this policy.
E. SUFFICIENCY OF INSURANCE:
The insurance limits required by City are not represented as being sufficient to protect
Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate
coverage for Consultant.
13. CONFLICT OF INTEREST:
Consultant warrants that it is not a conflict of interest for Consultant to perform the services
required by this Agreement. Consultant may be required to fill out a conflict of interest form if the
services provided under this Agreement require Consultant to make certain governmental decisions or
serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of
Regulations.
14. PROHIBITION AGAINST TRANSFERS:
Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest
therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City.
Any attempt to do so without said consent shall be null and void, and any assignee, sublessee,
hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment,
hypothecation or transfer. However, claims for money by Consultant from City under this Agreement
may be assigned to a bank, trust company or other financial institution without prior written consent.
Written notice of such assignment shall be promptly furnished to City by Consultant.
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
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changing the control of Consultant, shall be construed as an assignment of this Agreement. Control
means fifty percent (50%) or more of the voting power of the corporation.
15. SUBCONTRACTOR APPROVAL:
Unless prior written consent from City is obtained, only those people and subcontractors'whose
names are included in this Agreement shall be used in the performance of this Agreement.
In the event that Consultant employs subcontractors, such subcontractors shall be required to
furnish proof of workers' compensation insurance and shall also be required to carry general, automobile
and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In
addition, any work or services subcontracted hereunder shall be subject to each provision of this
Agreement.
16. PERMITS AND LICENSES:
Consultant, at his/her sole expense, shall obtain and maintain duringthe 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(l) 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.
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F. No work, information or other data given to or prepared created or assembled by
Consultant or any of its subconsultants pursuant to this Agreement, shall be made available to any
individual or organization by Consultant or any subconsultant without prior approval by City.
G. Electronic and hard copies of Consultant's work product shall constitute the Project
deliverables. Plans shall be in CAD and PDF formats, and other documents shall be in Microsoft Word
and PDF formats.
18. RECORDS:
Consultant shall maintain complete and accurate records with respect to sales, costs, expenses,
receipts and other such information required by City that relate to the performance of services under this
Agreement.
Consultant shall maintain adequate records of services provided in sufficient detail to permit an
evaluation of services. All such records shall be maintained in accordance with generally accepted
accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free
access to such books and records to the representatives of City or its designees at all proper times, and
gives City the right to examine and audit same, and to make transcripts there from as necessary, and to
allow inspection of all work, data, documents, 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: Carmen Lynaugh, Public Works Project Manager
carmenl@cupertino.org
All notices, demands, requests, or approvals from City to Consultant shall be addressed to
Consultant at:
Integral Group, Inc.
427 13th Street
Oakland, CA 94612
Attention: Isaac Chambers, PE, CCP
ichambers@integralgroup.com
City of Cupertino
Integral Group Agreement
For EEC Training and O&M Manual
Page 7 oflO
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 termin~tion of this
Agreement, each party shall pay to the other party that portion of compensation specified in this
Agreement that is earned and unpaid prior to the effective date of termination.
In the event of termination, Consultant shall deliver to City, copies of all reports, documents, and
other work performed by Consultant under this Agreement.
21. COMPLIANCES:
Consultant shall comply with all state or federal laws and all ordinances, rules and regulations
enacted or issued by City.
22. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State of California
excepting any choice of law rules which may direct the application of laws of another jurisdiction. The
Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the
authorities having jurisdiction over this Agreement (or the successors of those authorities.)
Any suits brought pursuant to this Agreement shall be filed with the courts of the County of
Santa Clara, State of California.
23. ADVERTISEMENT:
Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs,
advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed
under this Agreement unless prior written approval has been secured from City to do otherwise.
24. WAIVER:
A waiver by City of any breach of any term, covenant, or condition contained herein shall not be
deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition
contained herein, whether of the same or a different character.
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
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Integral Group Agreement
For EEC Training and O&M Manual
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.
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P.O. No.: ~o 2 0 f 6 -t<_,')7
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CONSULTANT
Title '-Pf211\.f CI pA L
Date IL 3, / 5"
CITY OF CUPERTINO
A Municipal Corporation
Date \\ [cG,{1 ~
f
Tax I.D. No.: q lJ -3'3 °1 j ~(i1
427 13TH Street
Oakland, CA 94612
City of Cupertino
Integral Group Agreement
For EEC Training and O&M Manual
APaQ]~
~Korade, City Attorney
ATTEST:
G/'d~ff
Grace Schmidt, City Clerk /I ·-f&-{ ,)
Contract Amount: $8,850
Account No.: 100-82-806-700-702
Page 10 oflO
EXHIBIT A
SCOPE OF SERVICES
CONSUL TANT shall provide training and Operation & Maintenance Manual for the McClellan
Ranch Environmental Education Center MEP system as detailed in the following sections.
SECTIONl. GENERAL
A. General PROJECT Description: Integral Group, Inc., shall provide training and
Operation & Maintenance Manual for the McClellan Ranch Environmental Education
Center MEP system.
B. General Performance Requirements:
1. The performance of all services by CONSULTANT shall be to the satisfaction of
the CITY, in accordance with the express terms hereof, including but not limited
to the terms set out in detail in this scope of services and the standard of care
provisions contained in this AGREEMENT.
2. The CITY's Department of Public Works shall manage the PROJECT and this
AGREEMENT. CONSULTANT shall receive final direction from the CITY's
Director of Public Works or his/her authorized designee (hereinafter collectively
"CITY") only. The CITY shall resolve any conflicting direction from other
groups, departments or agei;i-cies.
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.
The team members shall include Deborah Ellis as CONSULTANT' s Principal-in-
charge for the duration of the PROJECT. CONSULTANT shall not substitute any
team members without the prior approval of the CITY.
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.
City of Cupertino
McClellan Ranch EEC Training and O&M Manual
Consultant: Integral Group, Inc.
Exhibits A, B & C ·
Pagel of 8
6. CONSUL TANT shall manage its SUBCONSULTANTS, if any, and administer
the PROJECT. CONSULTANT shall consult with the CITY, research applicable
design criteria, and communicate with members of the PROJECT team.
SECTION 2. TASK
TASK1.
Integral will provide a customized training process that shall be a
hands on and informative session operating the radiant systems at
the Environmental Educational Center (EEC) at the McClellan
Ranch located in Cupertino, CA.
The intent is achieve the following working knowledge for the City of Cupertino's
operating staff:
• Background on radiant technology and concept in its use.
• Overview and introduction to the systems employed at the EEC.
• Provide guidance on the temperatures and set points for the radiant
cooling and heating systems.
• Provide troubleshooting guidance for various operating scenarios.
• Instruct the facility maintenance personnel and occupants
on operation of the radiant floor in conjunction with the
VRF and heat pump systems.
The training will be a four hour session schedule at the convenience of the City of
Cupertino.
Integral group will gather the Operations and Maintenance Data
for the radiant, hydronic heat pump and VRF units and organize a
facility operating manual. This will be provided electronically to
the City of Cupertino in preparation for the on-site session
above. The manual will include the following information:
• O+M Manuals for the systems described above
• Recommended Operating Set Points and Sequence of Operations
o Scenarios of required changes to set points
o Daily procedures
o Monthly/Quarterly procedures
• Troubleshooting of common problems
City of Cupertino Exhibits A, B & C
McClellan Ranch EEC Training and O&M Manual
Consultant: Integral Group, Inc.
Page2 of 8
• Routine Maintenance required for the system
• City shall organize and coordinate onsite schedule with its facilities and
maintenance personnel.
• The City shall provide an overhead projector for a Power Point
presentation.
• All documentation will be provided in electronic format.
Systems to be covered in technical session:
• Radiant heating and cooling systems and its associated controls
• Heat pump control for radiant floor hydronic pumping system
• VRF fan coils in main meeting room.
ADDITIONAL SERVICES
Consultant Services beyond the work in this task 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 ZERO DOLLARS ($ 0) 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.
City of Cupertino
McClellan Ranch EEC Training and O&M Manual
Consultant: Integral Group, Inc.
Exhibits A, B & C
Page 3 of 8
EXHIBITB
SCHEDULE OF PERFORMANCE
CONSULTANT shall complete all work by December 15, 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:
City of Cupertino
McClellan Ranch EEC Training and O&M Manual
Consultant: Integral Group, Inc.
Start work
within 1 week
after signing
the agreement
Exhibits A, B & C
Page 4 of 8
A. Maximum Compensation.
EXHIBITC
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
EIGHT THOUSAND EIGHT HUNDRED FIFTY DOLLARS ($8,850). 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, TASK and inclusive of reimbursable
expenses, for the maximum not to exceed amount of EIGHT THOUSAND EIGHT HUNDRED
FIFTY DOLLARS ($8,850). ). The maximum amount of Additional Services are authorized
under Section G of this EXHIBIT C is ZERO DOLLARS ($ 0).
B. Method of Payment
For Task No. 1 CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY
monthly based upon actual time and materials for the task set forth below in the Payment
Schedule (Schedule D below) for services performed, and reimbursable expenses incurred if
applicable, in completing that task 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 actual time and materials, 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.
City of Cupertino
McClellan Ranch EEC Training and O&M Manual
Consultant: Integral Group, Inc.
Exhibits A, B & C
Page 5 of 8
C. Budget Schedule
The Budget Schedule for this AGREEMENT shall be as follows:
Task Description
Task #1:
TOTAL
Task
Compensation
$ 8,850
$0
$ 8,850
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 Task listed above provided the total AGREEMENT amount does not
exceed EIGHT THOUSAND EIGHT HUNDRED FIFTY DOLLARS ($8,850).
City of Cupertino
McClellan Ranch EEC Training and O&M Manual
Consultant: Integral Group, Inc.
Exhibits A, B & C
Page 6 of 8
D. Payment Schedule
The Payment Schedule for this AGREEMENT shall be as follows:
TASK
Task #1
Additional Services
E. Subconsultant Services.
COMPENSATION PAID
Not to exceed amount
Paid Pursuant to
Subsection G below
CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this
PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule
shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services.
F. Reimbursable expenses.
Reimbursable expenses are included in CONSULTANT' s lump sum compensation, including,
but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test
prints, 8 1/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the
responsibility of the CITY. There are no separate reimbursable expenses for Basic Services
performed under Task 1 of EXHIBIT A.
G. Additional Services.
CONSULTANT shall not perform Additional Services without prior written authorization of
the CITY. Additional Services shall be separately_ negotiated to be paid on a lump sum or a time
and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set
aside the sum of ZERO DOLLARS ($ 0) for the payment of Additional Services. The CITY shall
not authorize and CONSULTANT shall not perform any Additional Services that result in
charges in excess of the above amount.
CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for
authorized Additional Services rendered during the previous month. In the event Additional
Services are authorized, CONSULTANT shall submit Invoices in accordance with the
CONSULTANT hourly rate schedule attached to this EXHIBIT C. The rates shown in the
EXHIBIT C-1 sall stay in effect during the full term of the contract. The CITY shall pay
Additional Services Invoices as provided in this EXHIBIT C.
City of Cupertino
McClellan Ranch EEC Training and O&M Manual
Consultant: Integral Group, Inc.
Exhibits A, B & C
Page 7 of 8
City of Cupertino
EXHIBIT C-1
CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES
Commissioning Team Leader ................................... $175
Commissioning Project Manager .............................. $145
Commissioning Field Technician .............................. $125
Exhibits A, B & C
Page 8 of 8
McClellan Ranch EEC Training and O&M Manual
Consultant: Integral Group, Inc.
ACORD. CERTIFICATE OF LIABILITY INSURANCE I
DATE (MM/DD/YYYY)
~ 7/1/2016 11/3/2015
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(ies) 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 Lockton Companies ~)(~&~" 444 W. 47th Street, Suite 900 rAJ~Nrfo Ext): I rAic Nol: Kansas City MO 64112-1906 E·MAIL (816) 960-9000 ADDRESS:
INSURERISl AFFORDING COVERAGE NAIC#
INSURER A: Travelers Property Casualty Co of America 25674
INSURED INTEGRAL GROUP, INC. INSURER B : The Travelers Indemnity Comoanv 25658
1353599 42713TH STREET INSURER c : Travelers Indemnitv Co of CT 25682 OAKLAND, CA 94612
Continental Casualtv Comoanv 20443 INSURERD:
INSURER E: The Travelers Indemnitv Co of America 25666
INSURER F:
COVERAGES INTGR05 CERTIFICATE NUMBER· 13745962 REVISION NUMBER· XXXXXXX
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 CONTRACT OR 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 tBB~ ~~ POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR llMM/DD/YYYYl I IMM/DD/YYYYI
c x COMMERCIAL GENERAL LIABILITY y y 6808B769853 7/1/2015 7/1/2016 EACH OCCURRENCE $ 1 000 000
B -D CLAIMS-MADE [XJ OCCUR 68088772071 7/1/2015 7/1/2016 ~~~~~H9E~~~J~~ence\ ffi 1000000 -MED EXP (Anv one person) $ 10 000 -PERSONAL & ADV INJURY $ 1 000 000 -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2 000 000 =J POLICY D ~~8r DLoc PRODUCTS -COMP/OP AGG $ 2 000 000
OTHER $
E AUTOMOBILE LIABILITY y y BA-88772869 7/1/2015 7/1/2016 ifi=~~~b~d~~t(INGLE LIMIT $ 1.000 000 -x ANY AUTO BODILY INJURY (Per person) $ xxxxxxx >---SCHEDULED ALL OWNED BODILY INJURY (Per accident $ xxxxxxx -AUTOS AUTOS x HIRED AUTOS X NON-OWNED 1rp~9~2c~Je~t~AMAGE $ xxxxxxx f--_ AUTOS
$ xxxxxxx
UMBRELLA LIAB H,OCCUR EACH OCCURRENCE $ xxxxxxx -NOT APPLICABLE EXCESS LIAB CLAIMS-MADE AGGREGATE $ xxxxxxx
OED I I RETENTION $ $
A WORKERS COMPENSATION N UB3915T396 7/1/2015 7/1/2016 x I ~f~TUTE I 10:~-AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETOR/PARTNER/EXECUTIVE [ill N/A E.L. EACH ACCIDENT $ 1 000 000 OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) E.L. DISEASE -EA EMPLOYEE ~ 1 000 000 If yes, describe under • 1 000 000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT
D PROFESSIONAL N N AEH2883264 76 7/1/2015 7/1/2016 $I,OOO,OOO PER CLAIM
LIABILITY $1,000,000 AGGREGATE
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, may be attached if more space Is required)
CONSULTANT SERVICES FOR MCCLELLAN RANCH ENVIRONMENTAL EDUCATION CENTER MEP SYSTEM TRAINING AND OPERATION & MAINTENANCE MANUA
PREPERATION. THE CITY OF CUPERTINO, ITS CITY COUNCIL, BOARDS AND COMMISSIONS, OFFICERS, EMPLOYEES AND VOLUNTEERS ARE
ADDITIONAL INSUREDS AS RESPECTS GENERAL AND AUTO LIABILITY, AND THESE COVERAGES ARE PRIMARY, AS REQUIRED BY WRITTEN CONTRACT.
THE ADDITIONAL INSUREDS' OWN COVERAGE IS EXCESS OF AND NON-CONTRIBUTORY WITH THE GENERAL LIABILITY, AND ON THE AUTO LIABILITY AS RESPECTS THE USE OF VEHICLES OWNED BY INTEGRAL GROUP HOLDINGS, LLC. WAIVER OF SUBROGATION APPLIES TO GENERAL AND AUTO
LIABILITY WHERE ALLOWED BY STATE LAW AND AS REQUIRED BY WRITTEN CONTRACT.
CERTIFICATE HOLDER CANCELLATION See Attachments
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
13745962 AUTHORIZED REPRESENTATIVE
CITY OF CUPERTINO
ATTN: CARMEN LYNAUGH, PUBLIC WORKS PROJECT MANAGER
10300 TORRE AVE. t~ CUPERTINO CA 95014
.II-I ~
ACORD 25 (2014/01) ©1988-2014 ACORD CORPORATION. All ri g hts reserved
The ACORD name and logo are registered marks of ACORD
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED
(ARCHITECTS, ENGINEERS AND SURVEYORS)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
A. The following is added to WHO IS AN INSURED
(Section II)
Any person or organization that you agree in a
"contract or agreement requiring insurance" to
include as an additional insured on this Coverage
Part, but only with respect to liability for "bodily
injury", "property damage" or "personal 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. Jn connection with premises owned by or rented
to you; or
c. Jn connection with "your work" and included
within the "products-completed operations hazard".
Such person or organization does not qualify as an
additional insured for "bodily injury", "property
damage" or "personal injury" for which that person
or organization has assumed liability in a contract
or agreement.
The insurance provided to such additional insured
is limited as follows:
d. This insurance does not apply on any basis to
any person or organization for which coverage as
an additional insured specifically is added by
another endorsement to this Coverage Part.
e. This insurance does not apply to the rendering
of or failure to render any "professional services".
f. The limits of insurance afforded to the additional
insured shall be the limits which you agreed in that
"contract or agreement requiring insurance" to
provide for that additional insured, or the limits
shown in the Declarations for this Coverage Part,
whichever are less. This endorsement does not
increase the limits of insurance stated in th.e LIMITS
OF
CG D3 810907
Miscellaneous Attachment : M479497
Certificate ID : 13745962
INSURANCE (Section Ill) for this Coverage Part.
B. The following is added to Paragraph a. of 4. Other
Insurance in COMMERCIAL GENERAL LIABILITY
CONDITIONS (Section IV):
However, if you specifically agree in a "contract or agreement
requiring insurance" that the insurance provided to an
additional insured under this Coverage Part must apply on a
primary basis, or a primary and non-contributory basis, this
insurance is primary to other insurance that is available to
such additional insured which covers such additional insured
as a named insured, and we will not share with the other
insurance, provided that:
(1) The "bodily injury" or "property damage" for which
coverage is sought occurs; and
(2) The "personal injury" for which coverage is sought arises
out of an offense committed;
after you have entered into that "contract or agreement
requiring insurance". But this insurance still is excess over
valid and collectible other insurance, whether primary,
excess, contingent or on any other basis, that is available to
the insured when the insured is an additional insured under
any other insurance.
C. The following is added to Paragraph 8. Transfer Of Rights
Of Recovery Against Others To Us in COMMERCIAL
GENERAL LIABILITY CONDITIONS (Section IV):
We waive any rights of recovery we may have against any
person or organization because of payments we make for
"bodily injury", "property damage" or "personal injury" arising
out of "your work" performed by you, or on your behalf, under
a "contract or agreement requiring insurance" with that person
or organization. We waive these rights only where you have
agreed to do so as part of the "contract or agreement
requiring insurance" with such person or organization entered
into by you before, and in effect when, the "bodily
injury" or "property damage" occurs, or the "personal
injury" offense is committed.
D. The following definition is added to DEFINITIONS
(Section V):
"Contract or agreement requiring insurance" means
that part of any contract or agreement under which
you are required to include a person or organization
as an additional insured on this
Miscellaneous Attachment: M479497
Certificate ID : 13745962
Coverage Part, provided that the "bodily injury" and "property
damage" occurs, and the "personal injury" is caused by an
offense committed:
a. After you have entered into that contract or agreement;
b. While that part of the contract or agreement is in effect;
and
c. Before the end of the policy period.
Policy Number: BA-8B772869
Policy Period: 07 /01/2013 to 07 /01/2014
Blanket Additional Insured -Business Auto Extension Endorsement
B. Blanket Additional Insured
The following is added to Paragraph c. in A.1., Who Is An Insured, of Section II -Liability
Coverage:
Any person or organization who is required under a written contract or agreement between you and
that person or organization, that is signed and executed by you before the "bodily injury" or
"property damage" occurs and that is in effect during the policy period, to be named as an additional
insured is an "insured" for Liability Coverage, but only for damages to which this insurance applies
and only to the extent that person or organization qualifies as an "insured" under the Who Is An
Insured provision contained in Section IL
Miscellaneous Attachment: M491695
Certificate ID : 13745962
~.
BA-88772869
LIABILITY
BLANKET WAIVER OF SUBROGATION
AUTO
The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against
Others To Us, of SECTION IV -BUSINESS AUTO CONDITIONS:
5. Transfer Of Rights Of Recovery Against Others To US
We waive any right of recovery we may have against any person or organization to the
extent required of you by a written contract signed and executed prior to any "accident"
or "loss", provided that the "accident" or "loss" arises out of operations contemplated by
such contract. The waiver applies only to the person organization designated in such
contract.
Attachment Code: D503589
Certificate ID: 13745962
68088769853 GENERAL LIABILITY
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US
WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT
The following is added to Paragraph 8. Transfer of Rights of Recovery Against
Others to Us of COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV):
We waive any rights of recovery we may have against any person or organization
because of payments we make for "bodily injury", "property damage", "personal injury",
or "advertising injury" arising out of:
1. Premises owned by you, temporarily occupied by you with permission of the owner,
or leased or rented to you.
2. Ongoing operations performed by you, or on your behalf, under a contract or
agreement with that person or organization;
3. "You work", or
4. "Your products".
We waive these rights only where you have agreed to do so as part of a contract or
agreement entered into by you before, and in effect when, the "bodily injury" or "property
damage" occurs, or the "personal injury" offense or "advertising injury" offense is
committed.
Attachment Code : D503590
Ce1iificate ID : 13745962
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