19-169 Pakpour Consulting Group, Design Professional Services Agreeement, Civic Center ParkingCITY OF
DESIGN PROFESSIONAL SERVICES AGREEMENT (MASTER)
WITH Pakpour Consulting Group
CUPERTINO
1. PARTIES
This Master Agreement is made and entered into as of August 27, 2019
("Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and
Pakpour Consulting Group ("Consultant"),
a Corporation for Civic Center Parking
("Project").
2. SERVICES
2.1 Scope of Services. Consultant agrees to provide the Services "as needed" and as set forth in the
Scope of Services, attached and incorporated here as Exhibit A. The Services must comply with this
Agreement and with each Service Order issued under the authority of the City Director of Public Works
or his designee, in accordance with the following procedures.
2.2 Service Orders. Before issuing a Service Order the City Director/Designee will request Services
in writing and hold a meeting with Consultant to discuss it. Consultant will submit a written proposal
that includes a specific Scope of Services, Schedule of Performance and Compensation, which the Parties
will discuss. Thereafter City Director/Designee will execute a Service Order using the Service Order
Form attached and incorporated here as Exhibit B. Each Service Order will specify its scope of services,
deliverables, schedule of performance, compensation and any other applicable terms. Issuance of a
Purchase Order is discretionary and the Director/Designee may streamline these procedures, e.g.,
conferring by telephone instead of a meeting, if it is in the City's best interests. Consultant will not be
compensated for Services performed without a duly executed Service Order.
3. TIME OF PERFORMANCE
3.1 Term. This Agreement begins on the Effective Date and ends on August 27, 2021
("Contract Time"), unless terminated earlier as provided herein.
3.2 Schedule of Performance. All Services must be provided within the times specified in each
Service Order, and under no circumstances should the Services go beyond the Contract Time. Consultant
must promptly notify City of any actual or potential delay in providing the Services as scheduled to
afford the Parties adequate opportunity to address or mitigate delays. If the Services are divided by tasks,
Consultant must begin work on each separate task upon receiving City's Notice to Proceed ("NTO"),
and must complete each task within the time specified in each Service Order.
3.3 Time is of the essence for the performance of all the Services required in this Agreement and in
each Service Order. Consultant must have sufficient time, resources and qualified staff to deliver the
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Services on time. Consultant must respond promptly to the City's Service Orders and any change orders
that may be issued.
4. COMPENSATION
4.1 Maximum Compensation. City will pay Consultant for satisfactory performance of the
Services a total amount that will based upon actual costs but that will be capped so as not to exceed
$150,000 ("Contract Price"), based on the budget and rates set forth in Exhibit
C, Compensation, attached and incorporated here. The Contract Price includes all expenses and
reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount.
No extra work or payment is permitted in excess of the Contract Price.
4.2 Invoices and Payments. City will pay Consultant for Services satisfactorily provided under a
Service Order, within 30 days following receipt of a properly submitted invoice for Services provided
during the preceding calendar month. Unless otherwise provided by a Service Order, each invoice must
include for each day of Services:
a. The name of each individual providing Services;
b. A succinct summary of the Services performed by each such individual;
c. The time spent by each individual providing those Services;
d. The applicable hourly billing rate and payment due; and
e. A detailed breakdown of all allowable expenses.
All hourly rates and allowable expenses must conform to City -approved rates set forth in Exhibit C.
4.3 Final Payment. At least 30 days prior to end of the Agreement, Consultant must submit a
requisition for final and complete payment of costs and any pending claims for City approval.
Noncompliance with this requirement relieves City of further payments/obligations under the
Agreement.
5. INDEPENDENT CONSULTANT
5.1 Status. Consultant is an independent Consultant and not an employee, partner, or joint venture
of City. Consultant is solely responsible for the means and methods of performing the Services and for
the persons hired to work under this Agreement. No civil service status or other right of employment
will be acquired by virtue of Consultant's performance of the Services. Consultant is not entitled to
health, worker's compensation or other benefits from City.
5.2 Consultant Qualifications. Consultant warrants on behalf of itself and its Subconsultants that
they have the qualifications and skills to perform the Services in a competent and professional manner
and according to the highest standards and best industry practices for similar services performed in the
San Francisco Bay Area.
5.3 Permits and Licenses. Consultant warrants on behalf of itself and its Subconsultants that they
are properly licensed, registered, and/or certified to perform the Services as required by law and that
they have procured a City Business License.
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SA Subconsultants. Unless prior written approval from City is obtained, only Consultant's
employees and Subconsultants whose names are included in this Agreement and incorporated Exhibits
may provide Services under this Agreement. Consultant must require all Subconsultants to furnish proof
of insurance for workers' compensation, commercial liability, auto, and professional liability in
reasonable conformity to the insurance required of Consultant. The terms and conditions of this
Agreement shall be binding on all Subconsultants relative to the portion of their work.
5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all the
tools, materials and equipment required to perform the Services.
5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this
Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for
violations pursuant to the indemnification provision of this Agreement.
5.7 Errors and Omissions. Consultant is solely responsible for its errors and omissions and those
of its Subconsultants, and must take prompt measures to avoid, mitigate, and correct them at its sole
expense.
6. PROPRIETARY/CONFIDENTIAL INFORMATION
During the Contract Time Consultant may have access to private or confidential information owned or
controlled by the City, which may contain proprietary or confidential details the disclosure of which to
third parties may be damaging to City. Consultant shall hold in confidence all City information and use
it only to perform this Agreement. Consultant shall exercise the same standard of care to protect City
information as a reasonably prudent Consultant would use to protect its own proprietary data.
7. OWNERSHIP OF MATERIALS
7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest
(including copyright interests) of Consultant or its Subconsultants in any product, memoranda, study,
report, map, plan, drawing, specification, data, record, document or other information or work, in any
medium (collectively, "Work Product"), prepared by Consultant in connection with this Agreement will
be the exclusive property of the City and shall not be shown to any third -party without prior written
approval of City.
7.2 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product prepared/created
by Consultant and its Subconsultants and all copyrights in such Work Product shall constitute City
property. If it is determined under federal law that the Work Product is not "works for hire", Consultant
and Subconsultants hereby assign to City all copyrights to the Work Product when and as created.
Consultant may retain copyrights to its standard details, but hereby grants City a perpetual, non-exclusive
license to use such details.
7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use
of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted
intellectual property if incorporated into the Services or Work Product of this Agreement.
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7.4 Re -Use of Work Product. Unless prohibited by law and without waiving any rights, City may
use or modify the Work Product of Consultant and Subconsultants to execute or implement any of the
following, but Consultant shall not be responsible or liable for City's re -use of Work Product:
(a) For work related to the original Services for which Consultant was hired;
(b) To complete the original Services with City personnel, agents or other Consultants;
(c) To make subsequent additions to the original Services; and/or
(d) For other City projects.
7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute part of the
Deliverables required under this Agreement, which shall be provided to City on recycled paper and
copied on both sides, except for one single -sided original. Large-scale architectural plans and similar
items must be in CAD and PDF formats, and unless otherwise specified, other documents must be in
Microsoft Office applications and PDF formats.
8. RECORDS
8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the
Services and Compensation, in accordance with generally accepted accounting principles and
procedures. The records must include detailed information about Consultant's performance, benchmarks
and deliverables. The records and supporting documents must be kept separate from other files and
maintained for a period of four years from the date of City's final payment.
8.2 City will have free and full access to Consultant's books and records for review and audit, to
make transcripts or copies, and to conduct a preliminary examination of all the work, data, documents,
proceedings, and activities related to this Agreement. If a supplemental examination or audit of
Consultant's records discloses non-compliance with appropriate internal financial controls, a contract
breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the
supplemental examination. This Section survives the expiration/termination of this Agreement.
9. ASSIGNMENT
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 will be null and void. Any changes related to the financial control or business nature of
Consultant as a legal entity will be considered an Assignment subject to City approval, which shall not
be unreasonably withheld. For purposes of this provision, control means 50% or more of the voting
power of the business entity. This Agreement binds Consultant, its heirs, successors and assignees.
10. PUBLICITY / SIGNS
Any publicity generated by Consultant in connection with the Project and Services during the Contract
Time and for one year thereafter will reference City contributions in malting the Project possible. The
words "City of Cupertino" shall be displayed in all pieces of publicity, including flyers, press releases,
posters, brochures, public service announcements, interviews and newspaper articles. No signs may be
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posted, exhibited or displayed on or about City property, except signage required by law or this
Agreement without prior written approval from City.
11. INDEMNIFICATION
11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence
or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold harmless the
City, its City Council, boards and commissions, officers, officials, employees, agents, servants,
volunteers and consultants (collectively, "Indemnitees"), as follows:
a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the
Services performed in connection with the Agreement, Consultant shall indemnify, defend, and hold
harmless Indemnitees from and against any and all liability, claims, actions, causes of action, demands
or charges whatsoever against any Indemnitee, including any injury to or death of any person or damage
to property or other liability of any nature (collectively, "Liability"), that arise out of, pertain to, or
relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, officials,
employees, agents or Subconsultants. Such costs and expenses shall include reasonable attorney fees for
legal counsel of City's choice, expert fees, and all other costs and fees of litigation. In addition to its
indemnity obligations, Design Professional will provide its immediate and active cooperation and
assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such
Liability.
b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold
harmless Indemnitees from and against any claim involving intellectual property, infringement or
violation of a United States patent right or copyright, trade secret, trademark, or service marls or other
proprietary or intellectual property rights, which arises out of, pertains to, or relates to Consultant's
negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable
attorney fees for legal counsel of City's choice, expert fees and all other costs and fees of litigation.
C. Claims for Other Liability. For all other liabilities not included in provisions "b" and
"c" above, Consultant shall indemnify, defend, and hold harmless the Indemnitees against any and all
liability, claims, actions, causes of action or demands whatsoever, including any injury to or death of
any person or damage to property, or other liability of any nature arising out of, pertaining to, or relating
to the performance of this Agreement by Design Professional, its employees, officers, officials, agents
or Subconsultants, including liability based on breach of contract, obligations, or warranties, or any
unauthorized use or disclosure of City's confidential and proprietary information.
11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute or lawsuit
arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract
Price, to Workers' Compensation claims, or to the Insurance or Bond limits and provisions. Nothing in
this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant
against any Indemnitee.
11.3 If this Agreement is entered into or amended on or after January 1, 2018, Consultant's duty to
pay for any of Indemnitees' defense related costs will be limited to its proportionate share of fault, as
determined by final decision by a court of competent jurisdiction, subject to any applicable exceptions in
Civil Code section 2782.8.
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11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related
to Consultant's indemnification duties, including reasonable attorney fees, fees for legal counsel
acceptable to City, expert fees, and all other costs and expenses related to a claim or counterclaim, a
purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City
may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives
expiration or termination of this Agreement.
12. INSURANCE
On or before the Contract Time commences, Consultant shall furnish City with proof of compliance with
City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the
Agreement until it has approved receipt of satisfactory certificates of insurance and endorsements
evidencing the type, amount, class of operations covered, and the effective and expiration dates of
coverage. Alternatively, City may terminate this Agreement or in its sole discretion purchase insurance
at Consultant's expense and deduct costs from payments to Consultant.
13. COMPLIANCE WITH LAWS
13.1 General Laws. Consultant shall comply with all local, state and federal laws and regulations
applicable to this Agreement. Consultant will promptly notify City of changes in the law or other
conditions that may affect the Project or Consultant's ability to perform. Consultant is responsible for
verifying the employment authorization of employees performing the Services, as required by the
Immigration Reform and Control Act, or other federal or state law, rule or regulation.
13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the
Services include a "public works" component, Consultant must comply with prevailing wage laws under
Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with
City's Labor Compliance Program, and with state labor laws pertaining to working days, overtime,
payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant
must comply with the apprenticeship requirement in Labor Code Section 1777.5.
13.3 Discrimination Laws. Consultant shall not discriminate on the basis of race, religious creed,
color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex,
gender, sexual orientation, gender identity, Acquired -Immune Deficiency Syndrome (AIDS) or any
other protected classification. Consultant shall comply with all anti -discrimination laws, including
Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5.
Consistent with City policy prohibiting harassment and discrimination, Consultant understands that
harassment and discrimination directed toward a job applicant, an employee, a City employee, or any
other person is strictly prohibited.
13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations
applicable to this Agreement and must avoid any conflict of interest. Consultant warrants that no public
official, employee, or member of a City board or commission who might have been involved in the
malting of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in
violation of California Government Code Section 1090 et seq. Consultant may be required to file a
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conflict of interest form if Consultant makes certain governmental decisions or serves in a staff capacity,
as provided in Section 18700 of the California Code of Regulations and other laws.
Services may only be performed by persons who are not employed by City and who do not have any
contractual relationship with City, with the exception of this Agreement. Consultant agrees to abide by
City policies and administrative rules prohibiting gifts to City officials and employees.
13.6 Remedies. A violation of this Section constitutes a material breach and may result in City
suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its
rights and remedies under law and this Agreement, including the right to seek indemnification under
Section 11. Consultant agrees to indemnify, defend, and hold City harmless from and against any loss,
liability, and expenses arising fiom noncompliance with this Section.
14. PROJECT COORDINATION
14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will
be Mellownie Salvador , who shall have the authority to manage this Agreement
and oversee the progress and performance of the Services. City in its sole discretion may substitute
another Project Manager at any time and will advise Consultant of the new representative.
14.2 Consultant Project Manager. Subject to City approval, the Consultant's Project Manager for
all purposes under this Agreement will be Joubin Pakpour , who shall be
the single representative for Consultant with the authority to manage compliance with this Agreement
and oversee the progress and performance of the Services. This includes responsibility for coordinating
and scheduling the Services in accordance with City instructions, service orders, and the Schedule of
Performance, and providing regular updates to the City's Project Manager on the Project status, progress,
and any delays. City written approval is required prior to Consultant substituting a new Project Manager,
which shall result in no additional costs to City or Project delays.
15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project with thirty (30) calendar days' written notice to Consultant.
Consultant will be compensated for satisfactory Services performed through the date of abandonment
and will be given reasonable time to assemble the work and close out the Services. No close out work
shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent
(10%) of the total time expended to the date of abandonment. All charges including job closure costs
will be paid in accordance with the provisions of this Agreement and within thirty (30) days of
Consultant's final invoice reasonably approved by the City.
16. TERMINATION
City may terminate this Agreement for cause or without cause at any time, following reasonable
written notice to Consultant at least thirty (30) calendar days prior to the termination date. Consultant
will be paid for satisfactory Services rendered through the date of termination, but final payment will
not be made until Consultant closes out the Services and delivers all Work Product to City. All charges
approved by City including job closure costs will be paid within 30 days of Consultant's final invoice.
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17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of California, excepting any choice of law rules
which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this
Agreement must be filed with the Superior Court for the County of Santa Clara, State of California.
Consultant must comply with the claims filing requirements under the Government Code prior to filing
a civil action in court. If a dispute arises, Consultant must continue to provide the Services pending
resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law
and substantial evidence and include detailed written findings of law and fact.
18. ATTORNEY FEES
If City files a complaint or cross -complaint, or pursues arbitration, appeal, or other proceeding to enforce
its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to
reasonable attorney fees and costs. This attorney fee provision does not apply to legal actions initiated
by Consultant or Subconsultant. This Section survives termination of this Agreement.
19. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Agreement.
20. WAIVER
Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract
provision. City's waiver of any breach shall not be deemed to constitute waiver of another term,
provision, covenant or condition, or a subsequent breach, whether of the same or a different -character.
21. ENTIRE AGREEMENT
This Agreement and all its Sections represent the full and complete understanding of every kind or nature
between the Parties, and supersedes any other agreements and understandings, either oral or written,
between the Parties. Any modification of this Agreement will be effective only if in writing and signed
by each Party's authorized representative. No verbal agreement or implied covenant will be valid to
amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the
attachments or exhibits thereto, the text of the main Agreement shall prevail.
22. INSERTED PROVISIONS
Each contractual provision or clause that may be required by law is deemed to be included and will be
inferred in this Agreement. Either party may request an amendment to cure any mistaken insertion or
omission of a required provision.
23. HEADINGS
The headings 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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24. SEVERABILITY/PARTL4,L INVALIDITY
If any term or provision of this Agreement, or their application to a particular situation, is found by the
court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect
to the extent allowed by such ruling. All other terns and provisions of this Agreement or their application
to specific situations shall remain in full force and effect.
25. SURVIVAL
All provisions which by their nature must continue after the Agreement ends, including without
limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full
force and effect.
26. NOTICES
All notices, requests and approvals must be sent in writing to the persons below, which will be considered
effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service,
on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified,
or the next business day following electronic submission:
To City of Cupertino
10300 Tore Ave.
Cupertino CA 95014
AttentionNellownie Salvador
Email: MellownieS(@,,cupertino.org
27. VALIDITY OF CONTRACT
To Consultant: Pakpour Consulting Group
5776 Stoneridge Mall Road Suite
320 Pleasanton, CA 94588
Attention: Joubin Pakpour
Email: JPakpour@pcgengr.com
This Agreement is valid and enforceable only if it complies with the contract provisions of Cupertino
Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee, and is
approved for form by the City Attorney's Office.
28. EXECUTION
The person executing this Agreement on behalf of Consultant represents and warrants that Consultant
has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement
and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation
of Consultant. This Agreement may be executed in counterparts, each one of which is deemed an original
and all of which, taken together, constitute a single binding instrument.
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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CONSULTANT CITY OF CUPERTIN
Pakpour Consulting Group A Municipal Coipo .
A California i ration
By By
Name J �inPakpour Name Roger Lee
Title President
Date $ Z—
Tax I.D. No.: 20-0922943
APPROVED AS TO FORM:
HEATHER M. MINNER
Cupertino City Attorney
Cite Project Civic Center Parking
Title Director of Public Works
Date 1a / 9//2-
ATTEST:
GRACE SCHM T
City Cleric
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EXHIBIT A
SCOPE OF SERVICES FOR CIVIL ENGINEERING MASTER AGREEMENT
The CONSULTANT shall provide to the CITY's Department of Public Works Civil
Engineering consulting services for various CITY projects. .
CONSULTANT shall provide services under this Master Agreement on an "as needed" basis
and only (1) upon written request from City's Director of Public Works or authorized Agent as
defined in Section 8, Project Coordination and (2) as defined in a fully executed Service Order.
SECTION 1. GENERAL PROVISIONS
A. The CONSULTANT shall perform all services to the satisfaction of the CITY'S
Director.
B. All of the services furnished by the CONSULTANT under this AGREEMENT shall
be of the currently prevailing professional standards and quality which prevail
among Civil Engineering consultants of similar knowledge and skill engaged in
related work throughout California under the same or similar circumstances. All
documentation prepared by CONSULTANT shall provide for a completed project
that conforms to all applicable codes, rules, regulations and guidelines which are in
effect at the time such documentation is prepared.
C. All work performed under this AGREEMENT shall be authorized by a specific Service
Order. Each Service Order given by CITY shall detail the nature of the specific services
to be performed by the CONSULTANT, the time limit within which such services must
be completed and the compensation for such services. Such details shall include a
description of the project for which CONSULTANT shall perform the services, the
geographic limits of the project, the type and scope of services to be performed, the
format and schedule for deliverables, the schedule of performance, and the schedule of
compensation. CONSULTANT shall not perform any services unless authorized by a
fully executed Service Order. Any unauthorized services performed by CONSULTANT
shall be at no cost to the CITY.
D. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT.
SUBCONSULTANTS will be identified on each Service Order and provide all required
insurance as specified in this master agreement.
E. CONSULTANT shall begin work under the service order only after receipt of the
service order bearing the approval signature of the Director or the Director's designee
and the signature of the City Attorney approving the service order as to form. Each
authorized Service Order issued under this AGREEMENT by CITY shall be incorporated
into the terms and conditions of this AGREEMENT.
F. CITY will assign a Project Manager to facilitate each Service Order authorized
under this AGREEMENT. CONSULTANT shall coordinate with the designated Project
Manager on the performance of each Service Order.
G. CONSULTANT shall be responsible for the coordination with CITY and federal, state
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Civic Center Parking — Pakpour Consulting Group Page 1 of 14
and local agencies that are necessary for all services authorized under this
AGREEMENT.
SECTION 2. BASIC SERVICES.
As authorized by a frilly executed Service Order, CONSULTANT shall provide Civil Engineering
services for various City Public Works Projects in accordance with the following:
A. General Performance Requirements
For each assigned Project:
1. CONSULTANT shall designate a Project Manager and provide to City the names of
their team members for the Project. The team members shall be satisfactory to City.
CONSULTANT shall not substitute any team members without the prior approval of
City. City retains the right to reject team members assigned by CONSULTANT or
require replacement of team members.
2. CONSULTANT shall effectively manage and administer the Project for the efficient,
progressive, and proactive delivery of the Project.
3. CONSULTANT shall be responsible for managing and coordinating the work of all
subconsultants and subcontractors.
4. CONSULTANT shall consult and coordinate with the City and communicate with
members of the Project team.
5. CONSULTANT shall schedule meetings and prepare meeting agendas and minutes for
all Project meetings. All minutes of meetings are due to the City within ten (10)
calendar days after the meeting in a digital format and shall also be provided to other
appropriate agencies and entities, as directed by City.
6. CONSULTANT shall communicate weekly with City's assigned Project Manager to
provide an update on the current status of the Project and provide a brief written
summary report.
B. Specific Performance Requirements
For each assigned Project, CONSULTANT may provide any or all of the following tasks and
subtasks, as is required for the specific Project:
Task 1.0 Pre -Design Studies
1.01 Project Analysis: For budget programming purposes, analyze the Project proposal to
identify and describe initial Project goals and objectives, develop a scenario to address
Project goals and objectives, Project delivery process, and cost estimate to deliver the
proposed Project.
1.02 Feasibility Study: Perform a Feasibility Study for the proposed Project. Shady will
include a professional analysis of the ability of the agency to provide the desired
improvements/outcomes within the available budget, and considering other defined
constraints such as right-of-way. Other factors to be considered include constructability,
time to design and construct, and enviromnental impacts. Study will also include the .
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outcome of the proposed improvements including traffic impacts, maintenance
implications, cost to construct, cost of right of way acquisition, conformance with the
General Plan, construction impacts, impacts to specific properties, and other information
that will assist the City in deterrnining whether or not to construct the Project.
1.03 Meetings: Participate in four (4) team meetings with representatives of the City during the
Feasibility phase and provide written meeting minutes to the City within two (2) business
days.
1.0 Deliverables: (all deliverables digital unless otherwise noted)
1.01 Project Analysis Report (including Project Alternatives Analysis, Preliminary
Construction Cost Estimate)
1.02 Feasibility Report
1.03 Meeting Notes
Task 2.0 Data Collection
2.01 Existing Data Assembly: CONSULTANT shall review Project data provided by the City
including, but not limited to: topographic survey, geotechnical reports, traffic studies,
CEQA documents, other environmental studies, tree surveys, arborist's reports, approved
Master Plan(s), or other such data. The CONSULTANT shall be entitled to reasonably
rely upon the accuracy and sufficiency of any information provided to the
CONSULTANT by the City or the City's agents.
2.02 The CONSULTANT shall identify discrepancies or shortcomings among the existing
data, and identify solutions for resolution, and propose generation of additional site
information necessary to provide an accurate Project Base Map.
2.03 The CONSULTANT shall utilize existing data to the extent possible and inform the City
immediately of problems associated with using existing data for Project base information.
2.04 Utility Coordination: Coordinate with all utility owners who may have facilities within
the Project area or that may be impacted by the Project work. Transmit preliminary plans
for the identification of potential conflicts. Coordinate potholing by utility companies and
owners as required.
2.05 Field Survey: Perforrn field survey of existing control and monumentation. Locate
existing survey monuments and accessible property corners and compute the existing
right-of-way based on boundary evidence, records maps, and preliminary title reports.
Prepare a calculated base map of the existing record right-of-way for use in design.
2.06 Topographic Survey: Perform field Topographic Survey to obtain locations of utility
surface facilities, inverts of accessible storm drain manholes, inlets, and sanitary sewer
manholes. Obtain location and sizes of all trees and other existing features that may
impact the Project design.
2.07 Geotechnical Report: Perform a geotechnical field investigation and soil boring, perform
laboratory testing and prepare a geotechnical report that includes boring logs and
City of Cupertiuo Exhibit A -Scope of Services
Civic Center Parking — Pakpour Consulting Group Page 3 of 14
recommendations for grading, pavement structural sections, foundations, and slope
stability as well as trench excavation and backfill requirements as appropriate for the
Project work. Investigation may also include percolation and other tests related to storm
water treatment / C3 requirements.
2.0 Deliverables: (all deliverables digital unless otherwise noted)
2.01 Source Document Listing
2.02 Proposal of Additional Investigative Actions
2.03 Details of Problematic Data
2.04 Summary of Utility Companies Contacted and Actions Taken
2.05 Scaled Base Map in AutoCAD (current version) Format
2.06 Project Area Surface Features Added to Base Map in AutoCAD Format
2.07 Geoteclmical Report
Task 3.0: Preliminary (35%) Design
3.01 Meetings: Participate in two (2) design team meetings with representatives of the City
during the Preliminary Design phase and provide written meeting minutes to the City
within two (2) business days.
3.02 Alternatives Analysis: Provide alternatives to accomplish the Project goals and
objectives. Include a comparison of the alternatives that includes, at a minimum,
achievement of goal(s), construction cost, maintenance implications/costs, energy use,
construction impacts, and time to construct. Include identification of agencies or
jurisdictions that would need to be coordinated with for each alternative.
3.03 Preliminary Plans: Prepare Preliminary Design Plans and submit them to the City for
review and comment. The plans shall be prepared digitally using current AutoCad
software. The plans shall be formatted per City standards and submitted with other
Preliminary Design Documents as noted below.
The Preliminary Plans will include the major items of work needed to accomplish the
Project goals.
The sheets to be provided for this Preliminary Plan submittal may include:
• Title/Index Sheet
• Demolition Plans
• Improvement Plans
City of Cupertino Exhibit A -Scope of Services
Civic Center Parking —Pakpour Consulting Group Page 4 of 14
• Typical Cross Sections
• Preliminary Street Alignment Plans and Profiles
• Preliminary Utility Plans
• Striping Plans
• Planting
• Details
3.04 Preliminary Estimate: Prepare a Preliminary Estimate of Probable Construction Cost
based on items and quantities of work shown on the Preliminary Plans and other
anticipated improvements. Prices will be based on the magnitude of the quantities and the
CONSULTANT'S experience with similar local projects and engineer's judgment.
3.0 Deliverables: (all deliverables digital unless otherwise noted)
3.01 Meeting Notes
3.02 Project Alternatives Analysis
3.03 Preliminary Plans
3.04 Preliminary Construction Cost Estimate
Task 4. 0 Construction Document Development
4.01 Meetings: Participate in two (2) design team meetings with representatives of the City
during the Construction Document phase and provide written meeting minutes to the City
within two (2) business days.
4.02 65% Construction Documents: The 65% Construction Documents shall be a refinement of
the Preliminary Design documents and are to be based on comments received for the
Preliminary review. The 65% Plans, Draft Technical Specifications, and 65% Cost Estimate
shall be submitted together.
4.03 65% Plans: Prepare 65% Design Plans and submit them to the City for review and
comment. 65% plans shall include any sheets not previously submitted (erosion control,
draft details, etc.). Advance the design to the point that all major design issues and solutions
are represented in the plans. The following types of plans may be prepared:
• Title Sheet, Legend and Notes
• Typical Cross Sections
• Demolition Plans
City of Cupertino Exhibit A -Scope of Services
Civic Center Parking — Pakpour Consulting Group Page 5 of 14
• Street Improvement Plans and Profiles
• Utility .Plans and Profiles
• Construction Details
• Traffic Handling and Construction Area Signs
• Signing and Striping Plans
• Erosion Control Plans
• Cross Sections
4.04 Draft Technical Specifications: Prepare Draft Technical Specifications and submit them to
the City for review and comment. The Technical Specifications are to reference City or
Caltrans Standard Specifications for the various items of work, including measurement and
payment provisions.
4.05 65% Cost Estimate: Prepare a 65% Estimate of Probable Construction Cost based on items
and quantities of work shown on the 65% Plans and other anticipated improvements. Prices
will be based on the magnitude of the quantities and the CONSULTANT's experience with
similar local projects and engineer's judgment.
4.06 95% Construction Documents: The 95% Construction Doctmlents shall be a refinement of
the 65% Design Documents and are to be based on comments received for the 65% review.
The 95% Plans, Final Technical Specifications, and 95% Cost Estimate shall be submitted
together.
4.07 95% Plans: Prepare 95% Design Plans and submit them to the City for review and
comment.
4.08 Final Technical Specifications: Update the Draft Technical Specifications and submit the
Final Technical Specifications to the City for review and comment. The technical
specifications are to reference City or Caltrans Standard Specifications for the various items
of work, including measurement and payment provisions.
4.09 95% Cost Estimate: Prepare a 95% Estimate of Probable Construction Cost as needed
based on items and quantities of work shown on the 95% Plans and other anticipated
improvements. Prices will be based on the magnitude of the quantities and the
CONSULTANT'S experience with similar local projects and engineer's judgment.
4.0 Deliverables: (all deliverables digital unless otherwise noted)
4.01 Meeting Notes
4.03 65% Design Plans
4.04 Draft Technical Specifications
City of Cupertino Exhibit A -Scope of Services
Civic Center Parking — Pakpour Consulting Group Page 6 of 14
4.05 65% Construction Cost Estimate
4.07 95% Design Plans
4.08 Final Technical Specifications
4.09 95% Construction Cost Estimate
Task 5.0: Final (100%) Construction Documents
5.01 100% Construction Documents: The 100% Construction Documents shall address
any comments received for the 95% review. The 100% Plans, Technical Specifications, and Cost
Estimate shall be submitted together on digital media, either a flash drive or a CD/DVD.
In addition, provide two (2) complete wet signed, stamped sets of Construction
Documents and Technical. The submitted documents shall be in reproducible, hard copy format.
City will review the 100% Construction Documents for confirmation that responses to all
previously provided comments are appropriately integrated. CONSULTANT is to make any
changes to the 100% plans that are requested by City.
5.02 100% Plans: Prepare 100% Design Plans and submit them to the City.
5.03 100% Technical Specifications: Update the Final Technical Specifications and submit
the 100% Technical Specifications to the City.
5.04 100% Cost Estimate: Prepare a 100% Estimate of Probable Construction Cost as needed
based on items and quantities of work shown on the 100% Plans
5.0 Deliverables: (all deliverables digital unless otherwise noted)
5.02 100% Plans (digital + hard copies)
5.03 100% Technical Specifications (digital + hard copies)
5.04 100% Cost Estimate (digital + hard copies)
Task 6.0: Bid and Award Support
6.01 Bid Period Assistance: Provide the following bid phase services, at the City's request,
through award of the construction contract:
a. Attend the general contractor pre -bid meeting.
b. Assist City in responding to bidders' questions and incorporation them in an
addendum.
Assist in the review and processing of substitution submittals during Bid phase.
City of Cupertino Exhibit A -Scope of Services
Civic Center Parking—Pakpour Consulting Group Page 7 of 14
6.02 Addenda Preparation: As requested by City, prepare addenda to Project documents
including, but not limited to, new or revised Plans, new or revised Technical Specifications
and/or removal of items from the Project Plans and/or Specifications and responding to
questions and providing clarifications.
6.03 Project Document Conformance: Update the Construction Document package to include
all addenda issued during the Bid process and submit a Conformed Set of Drawings and
Specifications to the City within ten (10) days of the contract award.
The CONSULTANT shall provide two (2) complete wet signed, stamped Conform Sets of
Constriction Documents and Technical Specifications that includes the 100% Construction
Documents Package and all bid addenda. The submitted documents shall be in
reproducible, hard copy format.
In addition, the CONSULTANT shall provide complete electronic format Conform Set
Construction Documents and Technical Specifications in 1) native file formats (AutoCAD,
MS Word) and 2) pdf on a CD/DVD or flash drive media.
6.0 Deliverables: (all deliverables digital unless otherwise noted)
6.Olb Written response to Bidders' questions
6.01 c Written evaluation of substitution submittals
6.02 Project Addenda
6.03 Conformed Project Documents
Task 7.0: Construction Support
7.01 Submittal Review: Review and approve or reject the Contractor's submittals within five
(5) working days of receipt. The CONSULTANT may request additional review time for
particularly complex or unusual submittals. The City shall not grant additional review time
for standard construction item submittals. The CONSULTANT shall maintain a detailed
record of all submittals and content supplied by the Contractor.
7.02 Requests for. Information: Review Contractor Requests for Information (RFI) and
provide a written response to the Contractor with a copy to the City, within five (5)
working days of receipt. The CONSULTANT's response may provide, with advance City
approval, supplemental drawings and/or specifications necessary to clarify the RFI.
7.03 Change Orders: Review and advise the City on requests by the City or Contractor for
changes in the construction of the Project. The CONSULTANT shall review City prepared
Contract Change Orders and, where necessary, prepare Drawings and Specifications to
describe Work to be added, deleted or modified. The CONSULTANT shall maintain all
records relative to changes in the construction.
City of Cupertino Exhibit A -Scope of Services
Civic Center Parking — Pakpour Consulting Group Page 8 of 14
7.04 Site Meetings: Attend up to two (2) site meetings in the Construction phase and provide
meeting minutes to the City within two (2) business days.
7.05 Prepare As -Built: CONSULTANT to prepare final As -Built documents from Contractors
mark ups and other contract changes.
7.0 Deliverables: (all deliverables digital unless otherwise noted)
7.01 Responses to submittals, submittal log
7.02 Responses to Requests for Infornation
7.03 Review comments for City prepared Change Orders
7.04 Meeting Minutes
7.05 As-Builts
Other Tasks/Services that may be assigned per Project needs:
• Plan line study
• Corridor study
• Community Outreach Support/Design Visualization
• Utility Coordination
• Permit Acquisition
• Traffic Signal Design
• Street Lighting Design
• Structural Design
• Green Street Infrastructure Design
• Complete Street Roadway Design
• Environmental Engineering
• Storm Water Conveyance and Treatment Design
• Fiber Optic/Communication Design
• Aerial Photometric Survey
• Legal Descriptions and Plat Maps
City of Cupertino Exhibit A -Scope of Services
Civic Center Parking— Pakpour Consulting Group Page 9 of 14
• Planting and Irrigation Design
Roadway Aesthetic Treatments
Task 8.0: Additional Services
CONSULTANT services not specifically identified in the Scope of Services shall be
considered Additional Services. At the City's request, the CONSULTANT shall provide a
fee proposal for specific additional services consistent with the professional rate schedule
in Exhibit C.
END OF EXHIBIT
City of Cupertino Exhibit A -Scope of Services
Civic Center Parking — Pakpour Consulting Group Page 10 of 14
EXHIBIT B
SERVICE ORDER PROCESS
The CONSULTANT shall provide services under this Master Agreement on an "as needed" basis
and only (1) upon written request from the CITY's Director of Public Works or authorized Agent
as defined in Article 11 of the Master Agreement, Project Coordination, and (2) as defined in a
ftilly executed Service Order.
SECTION I - SERVICE ORDER INITIATION
A. The City Public Works Director or his designee shall provide written request for
CONSULTANT services as defined in this agreement. The CONSULTANT and City shall
meet to discuss the services after which the CONSULTANT shall provide a written
proposal including specific scope of services, performance schedule, and compensation to
the City. Scope of Services will reference Tasks from Exhibit A where possible.
B. The City and CONSULTANT shall discuss the proposal in detail and agree upon the terms
of the Service Order.
C. The City shall prepare a Project Service Order consistent with the City's standard form,
Service Order, and Attachment A. The Service Order shall, at a minimum, include (1)
specific scope of services, deliverables, schedule of performance, and compensation.
SECTION 2- SERVICE ORDER EXECUTION
D. Both parties shall execute the Service Order as evidenced by the signatures of the
authorized representatives defined in Article I of the Master Agreement, Project
Coordination, and the date signed.
E. The CONSULTANT shall begin work on the scope of services only after receipt of a fully
executed authorized Service Order defining those services. CONSULTANT understands
and agrees that work performed before the date of the authorized Service Order or outside
the scope of services once a Service Order is signed and authorized shall be at no cost to
the City.
F. The maximum compensation authorized by a single Service Order and/or the aggregate of
Service Orders shall not exceed the maximum compensation set forth in Article 4 of the
Master Agreement.
END OF EXHIBIT
City of Cupertino Exhibit B-Service Order Process
Civic Center Parking — Pakpour Consulting Group Page I 1 of 14
EXHIBIT C
COMPENSATION
The City shall compensate the CONSULTANT according to the hourly rate(s) stated in this Exhibit
which shall remain in effect for the Master Agreement schedule of performance unless changed by
written amendment to the Master Agreement.
Each authorized Service Order under this Master Agreement shall identify the method of
compensation consistent with the scope of services provided by the CONSULTANT. In any case, the
CONSULTANT's total payment for each authorized Service Order shall not exceed the maximum
compensation identified in that Service Order, unless authorized by a written amendment executed
by the City and the CONSULTANT, and the total compensation for all authorized Service Orders
shall not exceed the maximum compensation stated in Article 4, CONSULTANT Compensation, of
the Master Agreement.
Work exceeding the total authorized amount for a Service Order or the total compensation for the
Master Agreement shall be at no cost to the City.
CONSULTANT Hourly Rate(s)
The CONSULTANT shall be compensated according to the following hourly rate(s) for all work
performed under authorized Service Orders:
Labor Category
Master Agreement Hourly Rate
Principal
$200.00
Senior Engineer
170.00
Associate Engineer
160.00
Project Engineer
150.00
Assistant Engineer
135.00
Engineering Technician
100.00
Administrative Assistant
75.00
City of Cupertino EAlibit C-Compensation
Civic Center Parking — Pakpour Consulting Group Page 12 of 14
Reimbursable Expenses
Reimbursable expenses include the cost of items, other than direct labor, specifically required to
perform the Services, excluding normal business operating expenses and overhead, which are
included in the direct hourly rates set forth above. City will compensate CONSULTANT for such
reimbursable expenses only with prior written authorization by the individual designated as the City
Representative in Section 8, Project Coordination, of the Agreement. The City will reimburse the
CONSULTANT for allowable reimbursable expenses for the documented actual cost only, with no
surcharge or markup for CONSULTANT administration. Reimbursable expenses must be separately
identified on the CONSULTANT invoice and documentation of each reimbursable expense must be
submitted to the City upon request and maintained as required under Section 18, Records, of the
Agreement. Allowed reimbursable expenses include, but are not limited to:
• Individual or multiple dociunent reproductions that exceed 50 pages;
• Drawing or bid set reproductions;
• Special software required by City specifically for a project, excluding standard software
programs such as Microsoft Office suite applications (i.e. Word, Excel, PowerPoint, Project,
etc.); Adobe Acrobat; or standard photo editing programs.
• Travel expenses to the extent allowed by City policy, and subject to any limitation on
allowable travel expenses under a Service Order, with mileage reimbursed per the current IRS
standard mileage rate at the time of travel;
• Subconsultants required by project scope of services;
• Safety equipment required by City policy or the project scope of services;
• Mass mailing notifications;
• Special expenses for public meetings, such as refteshrnents, interpreters, security, valet
parking, facility rental, tents or booths, easels, markers, paper, presentation equipment.
Method of Payment
The CONSULTANT shall submit an invoice to the City by the 5"' business day of each
month that clearly identifies the work performed in the previous month and authorized reimbursable
expenses. All invoices from' CONSULTANT shall be addressed to City at:
Attention: Mellownie Salvador
City of Cupertino
10300 Torre Ave.
Cupertino, CA 95014-3255
Email: MellownieS&Lipertiuo.org
The invoice shall identify the applicable period of work, a description of the work performed
consistent with the Service Order scope of services, the number of hours, hourly rate, reimbursable
expenses, Service Order maximum compensation, Service Order compensation to date including
invoice number, total invoice amount for current invoice, Service Order maximum compensation
balance remaining.
City of Cupertino Exhibit C-Compensation
Civic Center Parking — Pakpour Consulting Group Page 13 of 14
All CONSULTANT payments shall be addressed to:
Pakpour Consulting Group, Inc.
5776 Stoneridge Mall Road, Suite 320
Pleasanton, CA 94588
Attention: William Lai, P.E.
Email: wlaiQpcgengr.com
END OF EXHIBIT
City of Cupertino Exhibit C-Compensation
Civic Center Parking — Pakpour Consulting Group Page 14 of 14
EXHIBIT D
Insurance Requirements
Design Professionals & Consultants Contracts
Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at
its own cost and expense, the following insurance policies and coverage with companies doing business in
California and acceptable to City.
INSURANCE POLICIES AND M NVO MS REQUIRED
1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for
premises operations, products and completed operations, contractual liability, and personal and
Aadvertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a
general aggregate limit applies, either the general aggregate limit shall apply separately to this
project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit.
7 . It shall be a requirement that any available insurance proceeds broader than or in excess of the
specified minimum insurance coverage requirements and/or limits shall be made available to the
Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the
broader coverage and maximum limits of coverage of any insurance policy, whichever is greater.
b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory,"
will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO
Form CG 20 01 (04/13).
c. The limits of insurance required may be satisfied by a combination of primary and umbrella or
excess insurance, provided each policy complies with the requirements set forth in this Contract. Any
umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage
shall also apply on a primary and non-contributory basis for the benefit of City before the City's own
insurance or self-insurance shall be called upon to protect City as a named insured.
2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non -owned
V \ autos) with limits no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers' Compensation: As required by the State of California, with Statutory Limits and
n_ Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.
�61�►�0 Not required. Consultant has provided written verification of no employees.
4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's
_profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a
Y` claims made form:
a. The Retroactive Date must be shown and must be before the Effective Date of the Contract.
b. Insurance must be maintained for at least five (5) years after completion of the Services.
c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with
a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended
reporting" coverage for a minimum of five (5) years after completion of the Services.
OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the following conditions and provisions:
Pakpour Consulting Group EXHIBIT D
Civic Center Parking Analysis 1 of 2
Exh. D-Insurance Requirements for Design Professionals & Consultants Contracts Form Updated Feb. 2018
CITY OF CUPERTINO
MASTER AGREEMENT CONSULTANT SERVICES
SERVICE ORDER NO. 1
Master Agreement Contract#: 2020-006 MA Date: 08/27/2019
Maximum Compensation: 150,000.00 MA End Date: 08/27/2021
Consultant: Firm Name: Pakpour Consulting Group
Address: 5776 Stoneridge Mall Road, Suite 320 Pleasanton CA 94588
Contact: Joubin Pakpour Ph: 925-224-7717
Project Name: Civic Center Parking
"Description:(simple project description if appropriate)
1W, lAttachment A:Includes Description of Project,Scope of Service,Schedule of Performance
and Compensation
City Project Management
Managing Department:Public Works Project Manager: Mellownie Salvador
i
Fiscal/Budget:
Master Agreement Maximum Compensation: $ 150,000.00
Total Previously Encumbered to Date: $ 0.00
Encumbrance this Service Order: $ 45,685.00
Master Agreement Unencumbered Balance: $ 195,685.00
SO Acc't#: `f'20 b�� '� PO #: �
Project#: 2020-06 C l V cb9 6 1 , 6 1 Date: 08/27/2019
1;� o - �I - 01- ;
Approvals Signatures:
Consultant/ Joubin Pakpour Date:
Contractor —
r
Manager/
Supervisor: Michael Zimmermann Pv.--- Date: to 1124 1
Appropriation Certification: I hereby cert that an unexpended appropriation is available in the above
fund for the above contract as estimated/and that fund are available as of this date of signature
City Finance: Julia Kinst AIv �- A Date:
Man Bement Analyst
City of Cupertino Master Agreement Service Order 191002
i
i
i
iPakpour Consulting Group,Inc.
August 26, 2019
Mellownie Salvador 10031.03
Public Works Project Manager
City of Cupertino
10300 Torre Ave
Cupertino, CA 95014-1322
Subject: Proposal to Prepare a Parking Study for Library Expansion at the City of Cupertino Civic
Center
Dear Mellownie,
Thank you for contacting Pakpour Consulting Group (PCG) regarding the preparation of a parking study
(Study) for the proposed expansion of the Cupertino Library at the City of Cupertino Civic Center. We
prepared the following scope and budget based on the conference call between PCG and the City staff on
June 13, 2019 and revisions to the initial draft proposal provided by the City on July 22, 2019.
We understand that the Cupertino Civic Center includes City Hall,Community Hall,Cupertino Library,and
Library Field. As part of the Civic Center Master Plan (CCMP) effort, parking analyses for the Civic Center
were completed in 2012 and 2014.The City would like to review/update the parking demand at the Civic
Center and evaluate parking solutions to accommodate the additional parking needs for a 4,400 SF
expansion of the City library. In addition to reviewing new surface lots/parking garage options, the City
would also like to look at alternative options such as partnering with adjacent businesses to lease
additional spaces, Uber/Lyft incentives, and/or dedicated shuttles from schools.
For this Study, PCG will utilize the services of our subconsultant Kimley Horn and Associates (KHA). KHA
has completed numerous parking analyses and possesses the technical expertise to complete the work.
KHA's detailed scope is included as an attachment.
PCG's project managerfor the coordination effort will be William Lai, P.E.In his previous role with the City
of Dublin's traffic division, William has managed numerous traffic/transportation engineering projects.
These projects include bicycle and pedestrian access enhancement projects, school circulation analyses,
and parking studies.
PCG Task 1—Project Management, Coordination,and Oversight
PCG will provide project management, coordination, and oversight services for this project. This effort
will include facilitating communications between the City and KHA, reviewing of deliverables, and
monitoring of the project budget and schedule.
5776 Stoneridge Mall Road,Suite 320, Pleasanton,CA 94588
(925)224-7717♦FAX(925)224-7726♦www.pcgengr.com
- ZeroFootprint Certified ��
Budget:
Kimley-Horn $ 35,850.00
PCG 10%Markup $ 3,585.00
William Lai, P.E-35 hours @$150/hr $ 5,250.00
Joubin Pakpour P.E.— 5 hrs @$200/hr $ 1,000.00
Total: $ 45,685.00
We propose completing these tasks on a time and material basis not to exceed$45,685.00.
Thank you once again for considering Pakpour Consulting Group for this project. Should you have any
questions please do not hesitate to contact me at(925) 224-7717.
Very truly yours,
Pakpour Consulting Group, Inc.
William Lai, P.E.
Project Manager
J:\Projects\Cupertino-10031.00\03-Civic Center Parking Analysls\Cantract\Agency\03-CUP-Salvador-2019.08.26-Civlc Center Parking Pro posa I.docx
I-TAugust 26,2019—Page 2
Salvador—Proposal to Prepare Parking Study for Library Expansion at Cupertino Civic Center
Kimley>>>Horn
August 26, 2019
William Lai, P.E.
Pakpour Consulting Group, Inc.
5776 Stoneridge Mall Road, Suite 320
Pleasanton, CA 94588
(transmitted via email)
Re: Cupertino Library Expansion Parking Study—Proposal
Dear Mr. Lai:
Thank you for inviting Kimley-Horn and Associates, Inc. to perform a parking study in conjunction with
the proposed Cupertino Library Expansion Project in Cupertino, CA.
This letter is in accordance with your request, and constitutes a proposal setting forth our proposed
Scope of Services, Schedule, and Fee.
Project Understanding
The City of Cupertino (City) is proposing to expand its existing library to provide space for a 130-seat
Program Room on the south side of the library. A study was conducted by the City that reviewed four
options for the expansion. Option #4, which is a perch addition, is the preferred option. The library
expansion is anticipated to generate additional parking demand to the library, which already is
currently overparked. Kimley-Horn is being asked by Pakpour Consulting Group, Inc. (Client) to
review the existing parking demand and estimate the future parking demand of the library expansion.
A parking study was conducted by Fehr and Peers in 2012 and 2014, concluding that the library and
the rest of the Cupertino Civic Center have a shortage of 20 to 40 parking spaces, with the more
significant shortages occurring when Community Hall events coincide with peak parking times. To
address the parking shortages, the City is not planning on constructing a new parking garage.
Instead, they are looking for parking management strategies and transportation demand management
(TDM) strategies. A few ideas mentioned include partnering with adjacent businesses to lease
additional parking spaces, Uber/Lyft incentives, and dedicated shuttles from schools.
The Client would like Kimley-Horn to update the parking demand study previously completed by Fehr
and Peers. The parking study would evaluate the existing parking demand, add the estimated parking
demand from the proposed library addition, and develop solutions for addressing the anticipated
parking deficiency.
Scope of Services
Kimley-Horn and Associates will prepare a parking study for the proposed project. This will be based
on the following tasks:
Kim ey>))Horn Page 2
Task 1 —Data Collection and Review
Kimley-Horn will receive from the Client or the City the following information needed to complete the
parking evaluation:
• Final site plan for the proposed library expansion detailing uses and size
• Final site plan showing any changes to the existing parking inventory
• Copy of the parking study prepared by Fehr and Peers in 2012 and 2014
• Information on leasing spaces from adjacent businesses
• Updated information on the number of employees for the City Hall, Community Hall, and
library
• Updated information on visitor data for the library
• Information on proposed uses for the library expansion: number of events, timing of events,
vehicle occupancy data for events, transportation modes
A parking inventory of parking spaces at the Cupertino Civic Center will be conducted to confirm the
number of parking spaces available.
Task 2—Parking Occupancy Survey and Existing Demand
Kimley-Horn will conduct a parking occupancy survey of the existing Civic Center parking lot and on-
street parking on Torre Avenue (between Rodrigues Avenue and Pacifica Drive) and Rodrigues
Avenue(between Torre Avenue and Pinntage Parkway)on a typical weekday, while local schools are
in session. In addition, the bicycle parking occupancy for the library will also be collected. The
number of occupied parking spaces will be surveyed every 30 minutes, beginning at 10:00 AM and
ending at 6:00 PM. Results will be summarized to determine the percent of occupied spaces by time
of day for a typical weekday.
In addition, it was mentioned that there was a parking deficiency during Community Hall events, we
propose to conduct a parking occupancy survey for the duration of the Community Hall event and the
one hour prior to and after the event (assumed to be a total of five hours). Results will be
summarized to determine the percent of occupied spaces by time of day for a typical Community
event.
Results of the parking survey will be summarized in a technical memorandum. Kimley-Horn will
respond to one set of non-conflicting comments and submit a final technical memorandum.
Deliverables:
- Draft Parking Technical Memorandum (electronic PDF)
- Final Parking Technical Memorandum (electronic PDF)
Task 3—Library Patron Intercept Survey
Kimley-Horn will develop an intercept survey for library patrons to answer regarding their
transportation preferences. The intercept survey will ask questions related to their current mode of
transportation to the library, frequency of visits, duration of stay, likeliness to change travel behavior
based on TDM options. A draft version of the intercept survey will be submitted to the Client and the
• • 4637 .•• 11 Pleasanton, 94588 • •� jl
Kim ey>>>Horn Page 3
City for review. Based on set of non-conflicting comments, a final version will be used.
The intercept survey will be administered for a typical weekday for up to four (4) hours during the
peak library demand. Responses to the survey will be summarized in a technical memorandum.
Kimley-Horn will respond to one set of non-conflicting comments and submit a final technical
memorandum.
Deliverables:
- Draft Intercept Survey(electronic PDF)
- Final Intercept Survey(electronic PDF)
- Draft Intercept Survey Responses Technical Memorandum (electronic PDF)
- Final Intercept Survey Responses Technical Memorandum (electronic PDF)
Task 4—Estimated Library Expansion Parking Demand
Kimley-Horn will estimate the parking demand for the proposed library expansion. Typically, parking
demand can be estimated based on the latest edition of the Institute of Transportation Engineers
(ITE) Parking Generation for a library use (ITE code 590). However, the anticipated use for the
expansion is not typical of a library use. Based on the information provided, the library expansion will
be used to host events. Therefore, a custom parking generation rate would be developed.
The custom parking generation rate would be based on the any data the library can provide on
existing events. This would include the number of attendees, the observed vehicle occupancy of
attendees, and the transportation modes of the attendees.
The demand for the library expansion will be combined with the observed demand from the rest of the
Civic Center and then compared with the available number of parking spaces on site.
Task 5—Parking Solutions
Kimley-Horn will review the parking solutions mentioned in the Fehr and Peers study to determine if
any additional parking solutions can be proposed. For each parking solution, Kimley-Horn will
estimate the number of additional parking spaces that would be provided or estimate the reduction in
parking demand. The City also suggested a few TDM options, including the library partnering with
adjacent businesses to lease additional spaces. The City will provide information from the
businesses. As an optional task, Kimley-Horn can also conduct a parking occupancy survey for the
businesses to the west of Torre Avenue during the same hours as the Civic Center parking survey.
This parking survey would provide information on the number of parking spaces available for the City
to lease throughout a typical weekday.
The parking solutions will be summarized in a technical memorandum. Kimley-Horn will respond to
one set of non-conflicting comments and submit a final technical memorandum.
Deliverables:
- Draft Parking Solutions Technical Memorandum (electronic PDF)
- Final Parking Solutions Technical Memorandum (electronic PDF)
fiel I# 0 4637 ChabotDrive, 00 Pleasanton, CA 94588 .; ,;,�
Kimley>>>Horn Page 4
Task 6— Project Report
Kimley-Horn will prepare a project report summarizing each task and technical memorandum of the
project. This Draft Project Report will be submitted to the Client for review. After one set of non-
conflicting comments from the Client, Kimley-Horn will incorporate the responses to the comments
from the Client into the Draft Final Project Report. The Draft Final Project Report will be submitted to
the City for review. After one set of non-conflicting comments from the City, Kimley-Horn will
incorporate the responses to the comments from the City into the Final Project Report. The Final
Project Report will be submitted to the City and Client for their use.
Deliverables:
- Draft Project Report(electronic PDF)
- Draft Final Project Report(electronic PDF)
- Final Project Report(electronic PDF)
Task 7—Meetings and Coordination
Kimley-Horn will attend up to two (2) meetings with the City. These two meetings are anticipated to
be a Kickoff meeting with the Project team to gather information and discuss observations from the
City and/or library on the parking needs. The second meeting would be a public meeting where
Kimley-Horn would present the findings of the parking study. All other coordination is assumed to
occur via email or telephone.
Additional Services
We will, if authorized by you, perform other services which may be required. Additional services will
be completed on a lump sum or time and materials basis and may include attendance at meetings or
hearings not included in the scope, collection of additional surveys and/or counts, or revision of our
analyses or memorandum based on site or project plan changes, and shall be performed on a time
and materials basis. Any additional efforts, not included in this scope and fee estimate, will be
undertaken only upon express prior authorization by you. If completed on a time and material basis,
our fee shall include labor fees to be computed on the basis of hours actually spent on the project and
Kimley-Horn's schedule of hourly billing rates in effect at the time extra services are rendered, plus a
fee of 4.6 percent of the labor fee for such project expenses as in-house duplicating, facsimile, local
mileage, telephone, postage, and in-house blueprinting. Other direct expenses, if any, will be billed at
a multiplier of 1.15 times cost. Other direct expenses might include such items as outside
reproduction services, and other similar items.
Schedule
We recognize that you are eager to have the parking study completed. As a result, Kimley-Horn is
prepared to begin work immediately upon receipt of a signed Agreement and your notice to proceed,
and we will endeavor to meet your scheduling needs. The table on the next page shows the
expected duration of each task.
4637 Chabot Drive,Suite 300, Pleasanton, CA 94588
Kim ey>>>Horn Page 5
2020Task Name 2019
Duration
Sept Oct Nov
Dec Jan_J�
as 1 Data Collection and Review
1 week
Task 2 Parking Occupancy Survey and Existing Demand
Parking Occupancy Survey 3 weeks {
Draft Parking Technical Memorandum 3 weeks(includingreview
Final Parking Technical Memorandum 1 week
Task 3 Library Patron Intercept Survey
Draft Intercept Survey 2 weeks(including review)
Final Intercept Survey 1 week
Conduct Survey 1 week
Draft Intercept Survey Responses Technical Memorandum 2 weeks(including review)
Final Intercept Survey Responses Technical Memorandum 1 week
Task 4 Estimated Library Expansion Parking Demand
3 weeks
Task 5 Parking Solutions
Draft Parking Solutions Technical Memorandum 4 weeks(including review)
Final Parking Solutions Technical Memorandum 2 weeks
Task 6 Project Report
Draft Project Report 3 weeks(including review)
Draft Final Project Report 2 weeks(including review)
Final Project Report 1 week
Task 7 Meetings and Coordination
Kick-off Meeting 1 week
Public Meeting 1 week
Legend:
O Task Summary
Agency Review Period
Deliverable
® Meeting
Fee and Expenses
Kimley-Horn will perform the services in Tasks 1-8 for the total lump sum fee of $35,850. This fee
includes $1,790 in expenses to collect the parking counts, as well as direct expenses for the project
such as in-house duplicating, facsimile, mileage, telephone, postage, and in-house blueprinting. The
optional task to conduct a parking study on the adjacent businesses would be an additional fee of
$3,490, Lump sum fees will be invoiced monthly based upon the overall percentage of services
performed. Payment will be due within 30 days of your receipt of the invoice.
The following table outlines the estimated level of effort for each task. The table is provided for
information only and the hours shown may not represent the actual hours dedicated by each staff to
each task necessary to complete the project.
Kim ey>>>Horn Page 6
Analyst Analyst Total
Task PIVI Level of Effort Estimate(Hours)
Task 1 —Data Collection and 2 6 8 16 $2,240
Review
Task 2-Parking Occupancy 4 1 16 21 $3,505
Survey and Existing Demand
Task 3—Library Patron Intercept 4 1 20 6 31 $4,905
Survey
Task 4—Estimated Library 4 1 24 29 $4,745
Expansion Parking Demand
Task 5—Parking Solutions 4 1 16 24 45 $7,545
Task 6—Project Report 6 2 30 38 $6,310
Task 7—Meetings and 16 16 $3,120
Coordination
Labor Total(Hours) 40 6 16 120 6 8 196 $32,370
Subconsultants $1,790
Expenses $1,690
Total Labor and Expenses $35,850
Closure
We appreciate the opportunity to submit this proposal and we look forward to working with you on this
project. If you concur in all the foregoing and wish to proceed with the services, please let us know.
Fees and times stated in this Agreement are valid for sixty(60)days after the date of this letter.
Sincerely,
KIMLEY-HORN AND ASSOCIATES, INC.
Ben Huie, P.E. Mike Mowery, P.E.
Project Manager Principal-In-Charge
California Professional Engineer#C76682 California Professional Engineer#C66353
Kim ey>>>Horn Page 7
Pakpour Consulting Group, Inc.
President/Vice President
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(Date) {
�I
(Print or Type Name)
(Email Address)
Attest:
Secretary/Assistant Secretary
(Print or Type Name)
Witness
(Print or Type Name)
Client's Federal Tax ID:
Client's Business License No.:
Client's Street Address:
Attachment—Request for Information
Attachment—Standard Provisions
Attachment—Rate Schedule
Ki1mm 1 1 epl1\u }ten
1®1 1 1 Page S
Request for Information
Please return this information with your signed contract, failure to provide this information could result
in delay in starting your project
Client Identification
Full, Legal Name of Client
Mailing Address for Invoices
Contact for Billing Inquiries
Contact's Phone and e-mail
Client is(check one) Owner Agent for Owner Unrelated to
Owner
Property Identification
Parcel Parcel Parcel Parcel
Street Address
County in which
Property is Located
Tax Assessor's
Number(s)
Property Owner Identification
Owner 1 Owner 2 Owner 3 Owner 4
Owner(s) Name
Owner(s) Mailing
Address
Owner's Phone No.
Owner of Which
Parcel #?
Project Funding Identification—List Funding Sources for the Project
Attach additional sheets if there are more than 4 parcels or more than 4 owners
®'' • 0 4637 .b• 11 Pleasanton, 94588 • • •i 3 1
KIM LEY-HORN AND ASSOCIATES,INC.
STANDARD PROVISIONS
(1) Consultant's Scope of Services and Additional Services. The Consultant's undertaking to perform
professional services extends only to the services specifically described in this Agreement. However, if requested by
the Client and agreed to by the Consultant, the Consultant will perform Additional Services, which shall be governed
by these provisions. Unless otherwise agreed to in writing, the Client shall pay the Consultant for any Additional
Services an amount based upon the Consultant's then-current hourly rates plus an amount to cover certain direct
expenses including telecommunications, in-house reproduction, postage, supplies, project related computer time,and
local mileage. Other direct expenses will be billed at 1.10 times cost.
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(2) Client's Responsibilities. In addition to other responsibilities described herein or imposed by law, the Client
shall:
(a) Designate in writing a person to act as its representative with respect to this Agreement, such person having
complete authority to transmit instructions, receive information, and make or interpret the Client's decisions.
(b) Provide all information and criteria as to the Client's requirements, objectives, and expectations for the project
including all numerical criteria that are to be met and all standards of development,design,or construction.
(c) Provide to the Consultant all previous studies, plans, or other documents pertaining to the project and all new
data reasonably necessary in the Consultant's opinion, such as site survey and engineering data, environmental
impact assessments or statements, upon all of which the Consultant may rely.
(d) Arrange for access to the site and other private or public property as required for the Consultant to provide its
services.
(e) Review all documents or oral reports presented by the Consultant and render in writing decisions pertaining
thereto within a reasonable time so as not to delay the services of the Consultant.
(f) Furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals j
and consents from other parties as may be necessary for completion of the Consultant's services.
(g) Cause to be provided such independent accounting, legal, insurance, cost estimating and overall feasibility
services as the Client may require.
(h) Give prompt written notice to the Consultant whenever the Client becomes aware of any development that affects
the scope, timing, or payment of the Consultant's services or any defect or noncompliance in any aspect of the
project-
(i) Bear all costs incidental to the responsibilities of the Client.
(3) Period of Services. Unless otherwise stated herein, the Consultant will begin work timely after receipt of a
properly executed copy of this Agreement and any required retainer amount. This Agreement is made in anticipation
of conditions permitting continuous and orderly progress through completion of the services. Times for performance
shall be extended as necessary for delays or suspensions due to circumstances that the Consultant does not control.
If such delay or suspension extends for more than six months (cumulatively), Consultant's compensation shall be
renegotiated.
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(4) Method of Payment. Compensation shall be paid to the Consultant in accordance with the following provisions:
(a) Invoices will be submitted periodically for services performed and expenses incurred. Invoices are due and
payable upon presentation. Client shall pay Consultant a time-price differential of one and one-half percent(1.5%)of
the outstanding amount of each invoice that is overdue for more than 30 days. The Client shall also pay any
applicable sales tax. All retainers will be held by the Consultant for the duration of the project and applied against the j
final invoice. If the Client fails to make any payment due to the Consultant under this or any other agreement within
30 days after presentation, the Consultant may, after giving notice to the Client, suspend services and withhold
deliverables until all amounts due are paid in full and may commence proceedings, including recording liens, to
secure its right to payment under this Agreement.
(b) If the Client relies on payment or proceeds from a third party to pay Consultant and Client does not pay
Consultant's invoice within 60 days of receipt, Consultant may communicate directly with such third party to secure
payment.
(c) If the Client objects to an invoice, it must advise the Consultant in writing giving its reasons within 14 days of
receipt of the invoice or the Client's objections will be waived, and the invoice shall conclusively be deemed due and
owing. If the Client objects to only a portion of the invoice, payment for all other portions remains due within 25 days
of receipt.
(d) The Client agrees that the payment to the Consultant is not subject to any contingency or condition. The
Consultant may negotiate payment of any check tendered by the Client, even if the words "in full satisfaction" or I
words intended to have similar effect appear on the check without such negotiation being an accord and satisfaction
of any disputed debt and without prejudicing any right of the Consultant to collect additional amounts from the Client.
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(5) Use.of Documents. All documents, including but not limited to drawings, specifications, reports, and data or
programs stored electronically, prepared by the Consultant are related exclusively to the services described in this
Agreement, and may be used only if the Client has satisfied all of its obligations under this Agreement. They are not
intended or represented to be suitable for use, partial use or reuse by the Client or others on extensions of this
project or on any other project. Any modifications made by the Client to any of the Consultant's documents, or any
use, partial use or reuse of the documents without written authorization or adaptation by the Consultant will be at the
Client's sole risk and without liability to the Consultant, and the Client shall indemnify,defend and hold the Consultant
harmless from all claims, damages, losses and expenses, including but not limited to attorneys' fees, resulting
therefrom. The Consultant's electronic files and source code developed in the development of application code
remain the property of the Consultant and shall be provided to the Client only if expressly provided for in this
Agreement. Any electronic files not containing an electronic seal are provided only for the convenience of the Client,
and use of them is at the Client's sole risk. In the case of any defects in the electronic files or any discrepancies i
between them and the hardcopy of the documents prepared by the Consultant, the hardcopy shall govern. Because
data stored in electronic media format can deteriorate or be modified without the Consultant's authorization,the Client
has 60 days to perform acceptance tests,after which it shall be deemed to have accepted the data.
(6) Opinions of Cost. Because the Consultant does not control the cost of labor, materials, equipment or services
furnished by others, methods of determining prices, or competitive bidding or market conditions, any opinions
rendered as to costs, including but not limited to opinions as to the costs of construction and materials, shall be made
on the basis of its experience and represent its judgment as an experienced and qualified professional,familiar with
the industry. The Consultant cannot and does not guarantee that proposals, bids or actual costs will not vary from its
opinions of cost. If the Client wishes greater assurance as to the amount of any cost, it shall employ an independent
cost estimator. Consultant's services required to bring costs within any limitation established by the Client will be paid
for as Additional Services.
(7) Termination. The obligation to provide further services under this Agreement may be terminated by either party
upon seven days'written notice in the event of substantial failure by the other party to perform in accordance with the
terms hereof through no fault of the terminating party, or upon thirty days' written notice for the convenience of the
terminating party. If any change occurs in the ownership of the Client, the Consultant shall have the right to
immediately terminate this Agreement. In the event of any termination, the Consultant shall be paid for all services
rendered and expenses incurred to the effective date of termination, and other reasonable expenses incurred by the
Consultant as a result of such termination. If the Consultant's compensation is a fixed fee, the amount payable for
services will be a proportional amount of the total fee based on the ratio of the amount of the services performed, as
reasonably determined by the Consultant,to the total amount of services which were to have been performed.
(8) Insurance. The Consultant carries Workers' Compensation insurance, professional liability insurance, and
general liability insurance. If the Client directs the Consultant to obtain increased insurance coverage,the Consultant
will take out such additional insurance, if obtainable,at the Client's expense.
(9) Standard of Care. The standard of care applicable to Consultant's services will be the degree of care and skill
ordinarily exercised by consultants performing the same or similar services in the same locality at the time the
services are provided. No warranty, express or implied, is made or intended by the Consultant's undertaking herein
or its performance of services, and it is agreed that the Consultant is not a fiduciary with respect to the Client.
(10) LIMITATION OF LIABILITY. In recognition of the relative risks and benefits of the Project to the Client and the
Consultant, the risks have been allocated such that the Client agrees, to the fullest extent of the law, and
notwithstanding any other provisions of this Agreement or the existence of applicable insurance coverage, that the u
total liability, in the aggregate, of the Consultant and the Consultant's officers, directors, employees, agents, and
subconsultants to the Client or to anyone claiming by, through or under the Client, for any and all claims, losses,
costs or damages whatsoever arising out of, resulting from or in anyway related to the services under this Agreement i
from any cause or causes, including but not limited to,the negligence, professional errors or omissions, strict liability
or breach of contract or any warranty, express or implied, of the Consultant or the Consultant's officers, directors,
employees, agents, and subconsultants, shall not exceed twice the total compensation received by the Consultant
under this Agreement or$50,000,whichever is greater. Higher limits of liability may be negotiated for additional fee.
Under no circumstances shall the Consultant be liable for extra costs or other consequences due to changed s
conditions, or for costs related to the failure of contractors to perform work in accordance with the plans and
specifications. This Section 10 is intended solely to limit the remedies available to the Client or those claiming by or 1
through the Client,and nothing in this Section 10 shall require the Client to indemnify the Consultant.
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(11) Mutual Waiver of Consequential Damages. In no event shall either party be liable to the other for any
consequential,incidental, punitive,or indirect damages including but not limited to loss of income or loss of profits.
(12) Certifications. The Consultant shall not be required to execute certifications or third-party reliance letters that
are inaccurate, that relate to facts of which the Consultant does not have actual knowledge, or that would cause the
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Consultant to violate applicable rules of professional responsibility. i
(13) Dispute Resolution. All claims by the Client arising out of this Agreement or its breach shall be submitted first
to mediation in accordance with the Construction Industry Mediation Procedures of the American Arbitration
Association as a condition precedent to litigation. Any mediation or civil action by Client must be commenced within
one year of the accrual of the cause of action asserted but in no event later than allowed by applicable statutes.
(14) Hazardous Substances and Conditions. In no event shall Consultant be a custodian, transporter, handler,
arranger, contractor, or remediator with respect to hazardous substances and conditions. Consultant's services will j
be limited to professional analysis, recommendations, and reporting, including, when agreed to, plans and q
specifications for isolation, removal, or remediation. The Consultant shall notify the Client of hazardous substances
or conditions not contemplated in the scope of services of which the Consultant actually becomes aware. Upon such p
notice by the Consultant, the Consultant may stop affected portions of its services until the hazardous substance or
condition is eliminated.
(15) Construction Phase Services.
(a) If the Consultant's services include the preparation of documents to be used for construction and the Consultant
is not retained to make periodic site visits, the Client assumes all responsibility for interpretation of the documents
and for construction observation, and the Client waives any claims against the Consultant in any way connected
thereto.
(b) If the Consultant provides construction phase services, the Consultant shall have no responsibility for any
contractor's means, methods, techniques, equipment choice and usage, sequence, schedule, safety programs, or
safety practices, nor shall Consultant have any authority or responsibility to stop or direct the work of any contractor.
The Consultant's visits will be for the purpose of endeavoring to provide the Client a greater degree of confidence that
the completed work of its contractors will generally conform to the construction documents prepared by the
Consultant. Consultant neither guarantees the performance of contractors, nor assumes responsibility for any
contractor's failure to perform its work in accordance with the contract documents.
(c) The Consultant is not responsible for any duties assigned to the design professional in the construction contract
that are not expressly provided for in this Agreement. The Client agrees that each contract with any contractor shall
state that the contractor shall be solely responsible for job site safety and for its means and methods; that the
contractor shall indemnify the Client and the Consultant for all claims and liability arising out of job site accidents; and
that the Client and the Consultant shall be made additional insureds under the contractor's general liability insurance
policy.
(16) No Third-Party Beneficiaries; Assignment and Subcontracting. This Agreement gives no rights or benefits
to anyone other than the Client and the Consultant, and all duties and responsibilities undertaken pursuant to this
Agreement will be for the sole benefit of the Client and the Consultant. The Client shall not assign or transfer any
rights under or interest in this Agreement, or any claim arising out of the performance of services by Consultant,
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without the written consent of the Consultant. The Consultant reserves the right to augment its staff with j
subconsultants as it deems appropriate due to project logistics, schedules, or market conditions. If the Consultant
exercises this right, the Consultant will maintain the agreed-upon billing rates for services identified in the contract,
regardless of whether the services are provided by in-house employees, contract employees, or independent
subconsultants.
(17) Confidentiality. The Client consents to the use and dissemination by the Consultant of photographs of the
project and to the use by the Consultant of facts, data and information obtained by the Consultant in the performance V
of its services. If, however, any facts, data or information are specifically identified in writing by the Client as
confidential,the Consultant shall use reasonable care to maintain the confidentiality of that material.
(18) Miscellaneous Provisions. This Agreement is to be governed by the law of the State of California. This
Agreement contains the entire and fully integrated agreement between the parties and supersedes all prior and
contemporaneous negotiations, representations, agreements or understandings, whether written or oral. Except as
provided in Section 1, this Agreement can be supplemented or amended only by a written document executed by
both parties. Provided, however, that any conflicting or additional terms on any purchase order issued by the Client
shall be void and are hereby expressly rejected by the Consultant. Any provision in this Agreement that is
unenforceable shall be ineffective to the extent of such unenforceability without invalidating the remaining provisions.
The non-enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect
the enforceability of that provision or of the remainder of this Agreement.
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