03-101 Tenija - Aquarium Civic Center63 -I°I
AGREEMENT FOR AQUARIUM CONSULTANT SERVICES
BETWEEN THE CITY IMF CUPERTINO AND
TEN.II A
CALIFORNIA CORPORATION
FOR CIVIC CENTER AQUARIUNI DESIGN AND INSTALLATION
THIS AGREEMENT is made and entered into this ~ day of
~~ , 2003 by and between they City of Cupertino, a municipal
corporation (hereinafter referred to as CITI~, and Tenji, a California Corporation,
(hereinafter referred to as CONSULTANT}.
RECITALS
WHEREAS, the CITY OF CUPER"fINO desires to obtain aquarium design
consultant services for the Civic Center Aquarium; and
WHEREAS, Tenji has the neces:-ary professional expertise and skill to
perform the aquarium design services required.
NOW, THEREFORE, the purpose of this Agreement is to retain Tenji as
CONSULTANT TO THE CITY to perform those services specified in Exhibit A of
this Agreement.
THE PARTIES HEREBY AGREE AS FOLLOWS:
Section 1. Scope of Services.
CONSULTANT shall perform those services specified in detail in Exhibit
A, entitled "Scope of Work', which is attached hereto and incorporated herein.
Section 2. Term of Agreement.
The term of this AGREEMENT shall be from July 1, 2003, and continue
through October 31, 2004, inclusive, subj~:ct to the provisions of Exhibit A, of this
AGREEMENT. In the event that the services called for under this AGREEMENT
are not completed within the time specified above, the City Manager may extend
the time for completion. This section does not prelude the recovery of damages
for delay by either party.
Section 3. Schedule of Performance.
The services of CONSULTANT ~~re to be completed aa:ording to the
schedule set out in Exhibit B, entitled 'Schedule of Performance, which is
BASIC AGF2EEMENT
attached hereto and incorporated herein. Time is of the essence in this
Agreement.
Section 4. Compensation.
The total compensation to be p;~id to CONSULTANT on a Time and
Materials basis for professional service:,, additional services and reimbursable
expense shah not exceed FORTY THOUSAND and OOt100 Dollars ($40,000).
The rate and schedule of payment: is set out in Exhibit C, entitled
"Compensation", which is attached hereto and incorporated herein.
Section 5. Method of Payment.
Upon completion of each Ta:~k, as specified in Exhibit A, the
CONSULTANT shall furnish to the CI~N a detailed statement of the work
performed for compensation during the tE:rm of this Agreement. Consultant may
submit monthly invoices for interim progrE;ss payments during the course of each
Task.
Section 6. Independent Contractor.
It is understood and agreed that CONSULTANT, in the performance of the
work and services agreed to be performed by CONSULTANT, shall act as and
be an independent contractor and not an agent or employee of CITY; and as an
independent contractor, CONSULTANI~ shall obtain no rights to retirement
benefits or other benefits which accrue to CITY'S employees, and
CONSULTANT hereby expressly waives any claim it may have to any such
rights.
Section 7. No Third Party Rights.
CONSULTANT'S services under this agrE~ement are intended for the sole benefit
of CITY and shall not create any thins party rights or benefits.
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BASIC AGF2EEMENT
Section 8. Project Coordination.
(a) CITY: The City Manager shall be representative of CITY for all purposes
under this agreement. Terry Greene, Senior Architect, is hereby
designated as the CITY PROJECT MANAGER for the City Manager, and
shall supervise the progress and Execution of this agreement
(b) CONSULTANT: CONSULTANT shall assign a single CONSULTANT
PROJECT MANAGER to have overall responsibility for the progress and
execution of this agreement for CONSULTANT. Andy Case is hereby
designated as the PROJECT MANAGER for CONSULTANT. Should
circumstances or conditions subsequent to the execution of this
agreement require a substitute CONSULTANT PROJECT MANAGER for
any reason, the CONSULTANT PROJECT MANAGER designee shall be
subject to the prior written acceptance and approval of the CITY
PROJECT MANAGER.
Section 9. Assignability / Sub consuftant`; /Employees.
The parties agree that the expertise and experience of CONSULTANT are
material considerations for this Agreement. CONSULTANT shall not assign or
transfer any interest in this Agreement or the perfornnance of any obligations
hereunder, without the prior written consent of CITY, and any attempt by
CONSULTANT to so assign this Agreement or any rights, duties, or obligations
arising hereunder shall be void and of no effect.
CONSULTANT shall be responsible for employing or engaging all persons
necessary to perform the services of CONSULTANT hereunder. No sub
consultant of CONSULTANT will be recognized by CITY as such; rather, all sub
consultants are deemed to be contractor, of CONSULTANT, and it agrees to be
responsible for their performance. CONSULTANT shall give its collective
professional attention to the fulfillment of the provisions of this agreement by all
of its employees and sub consultants, if any, and shall keep the work under its
control. If any employee or sub oonsult~~nt of CONSULTANT fails or refuses to
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BASIC AGREEMENT
carry out the provisions of this agreement or appears to be incompetent or to act
in a disorderly or improper manner, such employee or sub consultant shall be
discharged immediately from the work under this agreement on demand of the
PROJECT MANAGER.
Section 10. Indemnification.
CONSULTANT shall defend, indemniify, and hold harmless CITY, its officers,
and agents of any and all claims, loss, or liability arising out of or resulting, in
any way, from the work performed under this Agreement to the extent due to the
willful or negligent acts (active or passive) or omissions by CONSULTANT'S
officers, employees, or agents. The acceptance of said services and duties by
CITY should not operate as a waiver taf such right of indemnification. This
provision of Indemnification shall survive ii~e term of the AGREEMENT.
Section 11. Insurance Requirements.
A. Workers' Compensation
The CONSULTANT shall furnish the CITY within 15 days following the
execution of this agreement, a certificate of workers' compensation
insurance indicating compliance with State's workers' compensation laws
and employer's liability insurance with a minimum of one million dollars
($1,000,000.00) for injury, death or disease to any employee.
B. Professional Liability, General Liability and Automobile Liability Coverage
The CONSULTANT shall, at it:. own expense, maintain during the
performance of this contract professional liability, general liability and
automobile liability insurance in they coverage amount as provided below.
1. Automobile Liability Insurance shaft include coverage for bodily
injury and property damage for owned (if any), Mired and non-
owned vehicles and shall not be less than one million dollars
($1,000,000.00), combined :jingle limit for any one occurrence.
2. Comprehensive or Commercial General Liability Insurance shall
include coverage for bodily injury, property damage and personal
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BASIC AGREEMENT
injury for premises operations, productlcompleted operations and
contractual liability. The amount of the insurance shall not be less
than one million dollars ($1,000,000.00) per occurrence and two
million dollars ($2,000,000.00) aggregate, combined single limit.
(Claims made policies are not acceptable.)
3. Professional liability Insurance (including Contractual Liability) shalt
include coverage for claims for professional acts, errors or
omissions and shall nol: be less than two million dollars
($2,000,000.00) and two million dollars ($2,000,000.00) in the
aggregate.
C. Additional Insurance Provisions
1. The CITY shall have the right to inspect or obtain a copy of the
original policies of insurance.
2. CONSULTANT shall fumisl~ to the CITY within 15 days following
the execution of this AgrE~ement, the required certificates and
endorsements. The certificate of insurance shall state the policy
will not be cancelled without thirty (30) days written notice to the
CITY.
3. All policies, endorsements, certificates, and/or binders shall be
subject to approval by the City Manager of the City of Cupertino as
to form and content. lfhese requirements are subject to
amendment or waiver if so E~pproved in writing by the City Manager.
Section 12. Nondiscrimination.
CONSULTANT shall not discriminate, in any way, against any person on
the basis of race, sex, color, age, religion, sexual orientation, disability, ethniaty,
or national origin in connection with or related to the performance of this
Agreement.
Section 13. Termination.
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BASIC AGREEMENT
A. City shall have the right to terminate this Agreement without cause, by
giving not less than seven (7) days written notice of termination.
B. If CONSULTANT fails to perform ~rny of its material obligations under this
Agreement, in addition to all other remedies provided by law, CITY may
terminate this Agreement upon seven (7) days written notice if consultant
fails to take steps to correct such fi~ilure within the notice period.
C. CITY'S City Manager is empowered to terminate this Agreement on behalf
of CITY.
D. In the event of termination, CONSULTANT shall deliver to CITY, copies of
all reports, documents, and othE~r work performed by CONSULTANT
under this Agreement, and upon receipt thereof, CITY shall pay
CONSULTANT for services performed and reimbursable expenses
incurred to the date of termination.
Section 14. Governing Law.
CITY and CONSULTANT agree ghat the law governing this Agreement
shall be that of the State of California.
Section 15. Compliance With Laws.
Consistent with its professional standard of care, CONSULTANT shall
comply with all applicable laws, ordinancEys, codes and regulations of the federal,
state, and local governments.
Section 16. Confidential Information.
All data, documents, discussions, or other information developed or
received by or for CONSULTANT in performance of this Agreement are
confidential and not to be disclosed to any person except as authorized by the
CITY, or as required by law.
Section 17. Ownership of Materials.
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BASIC AGREEMENT
All reports, documents, or other material developed or discovered by
CONSULTANT or any other person engaged directly or indirectly by
CONSULTANT to perform the services required hereunder shall be and remain
the property of CITY to be used solel~~ for this PROJECT. Hard copies of
consultants work product shall constitui:e the project deliverables. Electronic
documents, if any, shalt be provided as ~~ courtesy only without any warranty or
guarantee. The CITY holds CONSULTANT harmless for any reuse of or
modification to the documents.
Section 18. Waiver.
CONSULTANT agrees that waiver by CITY of any breach or violation of
any term or condition of this Agreement shall not be deemed to be a waiver of
any other term or condition contained (herein or a waiver of any subsequent
breach or violation of the same or any oilier term or condition. The acceptance
by CITY of the performance of any work or services by CONSULTANT shall not
be deemed to be a waiver of any tens or condition of this Agreement.
Section 19. Consultant's Books and Recx~rds.
A. CONSULTANT shall maintain any and all ledgers, books of accounts,
invoices, vouchers, canceled chE~cks, and other records or documents
evidencing or relating to chargE:s for services, or expenditures and
disbursements charged to CITY ft~r a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to
CONSULTANT pursuant to this Agreement.
B. CONSULTANT shall maintain all documents and records which
demonstrate performance under tl~is Agreement for a minimum period of
three (3) years, or for any longer E~eriod required by law, from the date of
termination or completion of this A~~reement.
C. Any records or documents required to be maintained pursuant to this
Agreement shall be made availat~le for inspection or audit, at any time
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BAStC AGREEMENT
during regular business hours, upon written request by the City Attorney,
City Manager, or a designated rf;presentative of any of these officers.
Copies of such documents shall bE~ provided to CITY for inspection at City
Halt when it is practical to do soy. Otherwise, unless an alternative is
mutually agreed upon, the record: shall be available at CONSULTANT'S
address indicted for receipt of notices in this Agreement.
D. Where CITY has reason to believe that such records or documents may
be lost or discarded due to dissolution, disbandment, or termination of
CONSULTANT'S business, CITY may, by written request by any of the
above-named officers, require that custody of the records be given to
CITY and that the records and dlocuments be maintained in City Hall.
Access to such records and documents shall be granted to any party
authorized by CONSULTANT, CONSULTANT'S representatives, or
CONSULTANTS successor-in-interest.
Section 20. Interest of Consultant.
CONSULTANT covenants that it presently has no interest, and shall not
acquire any interest, direct or indirect, financial or otherwise, which would
conflict in any manner or degree with the performance of the services
hereunder. CONSULTANT further covenants that, in the performance of
this agreement, no sub consultant or person having such an interest shall
be employed. CONSULTANT certifies that no one who has or will have
any financial interest under this agreement is an officer or employee of
CITY. It is expressly agreed thFtt, in the performance of the services
hereunder, CONSULTANT shall apt all times be deemed an independent
CONSULTANT and not an agent or employee of CITY.
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BASIC AGiREEMENT
Section 21. Gifts.
A. CONSULTANT is familiar with CI'TY'S prohibition against the acceptance
of any gift by a CITY officer or designated employee, which prohibition is
found in the City of Cupertino Admiinistrative Procedures.
B. CONSULTANT agrees not to offer any CITY officer or designated
employee any gift prohibited by th+~ Administrative Procedures.
C. The offer or giving of any prohibit+:d gift shall constitute a material breach
of this Agreement by CONSULTANT. to addition to any other remedies,
CITY may have in law or equity, CITY may terminate this Agreement for
such breach as provided in Sectio~~ 13 of this Agreement.
Section 22. Notices.
All notices and other communications required or permitted to be given
under this Agreement shall be in writing and shall be personally served or mailed,
postage prepaid and return receipt requested, addressed to the respective
parties as follows:
To CITY: Teny 1~J. Greene
Senior ,Architect
City of Cupertino
10300 "force Avenue
Cupertino, CA 95014
To CONSULTANT: Andy Case
Partner
Tenji Incorporated
24 Scaiiett Road
Carmel Valley, Ca. 93924
Notice shall be deemed effective on the data personally delivered or, if mailed,
three (3) days after deposit in the mail.
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BASIC AGREEMENT
Section 23. Venue.
In the event that suit shall be brought by either party hereunder, the
parties agree that venue shall be exclu:~ively vested in the state courts of the
County of Santa Clara, or where otherwi:~e appropriate, exclusively in the United
States District Court for the Northern District of California, San Jose, California.
Section 24. Agreement Binding / Prior A~ireements and Amendments.
The terms, covenants, and conditic>ns of this agreement shall apply to, and
shall bind, the heirs, successors, executors, administrators, assigns, and sub
consultants of both parties.
This AGREEMENT, including all Exhibits attached hereto, represents the
entire understanding of the parties as t~~ those matters contained herein. No
prior oral or written understanding shall tie of any font or effect with respect to
those matters covered hereunder.
THIS AGREEMENT may only be modified by a written amendment duly
executed by the parties to this Agreement:.
Section 25, Costs and Attorneys Fees.
The prevailing party in any action brought to enforce the terms of this
agreement or arising out of this agreement may recover its reasonable costs and
attorneys' fees expended in connection with such an action from the other party.
Section 26. Electronic Transmission of Information.
From time to time, the CONSULTANT may transmit design or other
information to the CITY, City's Representative, or Contractor via electronic
transmission. The CITY, City's Representative, or CONTRACTOR shall not be
entitled to and hereby agrees not to alter or modify any such information without
the express written consent of the CONSULTANT. Similarly, the CITY, City's
Representative, and Contractor shall not use any information for any purpose not
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BASK AGREEMENT
expressly covered by this Agreement. The CONSULTANT shall not be
responsible for any destruction or corruF>tion of such information during or after
transmission to CITY, City's Representative, and Contractor and shalt be entitled
to appropriate additional compensation in the event retransmission or recreation
is required.
Notwithstanding the foregoing, thE; Contractor may use electronically
transmitted information to prepare su~~mittals, as-built drawings and record
drawings. The Architect shall not be re:~ponsible for any changes made by the
CONTRACTOR or for the CONTRACTOR'S work product.
Section 27. Job Site Safetv.
In no event shall CONSULTANT be responsible for job site safety issues.
Such issues shall be the responsibility of the Construction Contractors who shall
defend, indemnify, and hold harmless CONSULTANT and CITY for such issues.
Section 28. Dispute Resolution.
Any dispute related to the services hereunder shall be resolved by the parties
pursuant to applicable law.
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WITNESS THE EXECUTION
HEREOF on the day and year first
herein above written.
APPROV AS T
qty Attorney
NOTARY PUBLIC CERTIFICATION
State of California
County of
On _d / m /~ .before me,
Notary Public, personally appeared
known to me (or proved to me on the basis
of satisfactory evidence} to be the person (s)
whose name (s) is /are subscribed to the
within instrument and acknowledged to me
that he /she /they executed the same in his
/her / their capacity (ies), and that by his /
her /their signature (s) on the instrument the
person (s) or the entity upon behalf of which
the person (s) acted, executed the
instrument.
CITY OF CUPERTINO
a icipal corporation ,,
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y: ~ ~ C~`'~'`~~ date `~ - ` -U~:;
-~~rty Marker, Dave Knapp
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Attest e~~b-~3
City Clerk, Kimbe mith
10300 Tome Avenue
Cupertino, CA 95014
408 777 3223
CONSULTANT
Tenji Incorporated, a California
Corporatio C3~~'~ I
By:
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Name: t='O ~SE~~O~Z
Title: ~ c ~"<<: (tk~
Address: 2`~ S c ~, ~k~ ~~~
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Phone: ~~ ~~- Rss i
WITNESS my hand and official seal
Signature of Notary Public
C~LLIFORNIA ALL-PURPOSE ACKNOIWLEDGMENT
n State of California
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personally appeared ~t~11~.j C~~C~ ~~~~~{~.11r Se ~ ~'~~, ~ ,
Name(s) of Signer(s)
personally known to me
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evidence
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Comm. f 1392862 'A the same in hl I~T~er,~t~e+r authorized
NOTARY PUBIIC•CAIIFOflN1A N
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OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and re<fttachment of this form to another document.
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EXHIE~IT A
SCOPE OF :SERVICES
Task 1: Aquarium Design Analysis
Consultant shall review and comment on the feasibility, cost, code compliance, public
acxess, maintenance, fabrication, procurement, installation, MBA criteria compliance,
and other major activities of the tank and equipment design concepts as provided by
Dolphin Designs. Deliverables shall be written meeting notes, written
recommendations, guidelines, design criteri~r, cost estimates or schedules.
Consultant shall coordinate site visits for City and members of Dolphin Designs to
investigate alternative means, methods and materials of tank and reef fabrication.
Consultant shall attend a series of design meetings in Campbell, Cupertino or San
Francisco. (Tenji has attended two meetings to date; July 24th -Mark Faulkner, and,
August 4th by Mark Faulkner and Ed Seidel)
Consultant shall coordinate with both the donor's preferred aquarium designer, Dolphin
Designs and the Architect of Record of the Library, SMWM.
Task 2: Aquarium Structural Analysis and Design Documentation
Consultant shall be prepared to provide structural review, structural analysis, and
structural design of the tank design through ~~n established, California licensed,
structural engineer, familiar with typical structural issues posed by large vessels
containing water. Deliverables may range from written comments to stamped structural
documents for fabrication or construction in Cbth hard Dopy and CAD format.
Task 3: Aquarium Fabrication and Install~~tion Supervision
Consultant shall provide oversight services of the fabrication and installation of the tank
and the necessary equipment, working closelly with Dolphin Designs, SMWM and the
General Contractor, Swinerton Builders.
Fvhihi~: A_1
E=XHIE3IT C
COMPENSATION
CITY agrees to compensate CONSULTANT on a Time and Materials basis for
professional services performed in acxordan~~e with the terms and conditions of this
Agreement. The maximum amount of compE~nsation to be paid to CONSULTANT under
this Agreement, including both payment for professional services of TWENTY-FIVE
THOUSAND FIVE and 00/100 Dollars ($25,000} and reimbursable expenses allowance
of FIVE THOUSAND and 00!100 Dollars ($5,000), and Additional Services shall not
exceed TEN THOUSAND and 00/100 Dollars ($10,000). Any hours worked for which
payment would result in a total exceeding thE; maximum amount of compensation set
forth herein shall be at no cost to CITY.
The CONSULTANT agrees to perform all they services, described in Exhibit A, Scope of
Services, including Reimbursable Expenses, by Task, for the total sum shown below.
The following sets forth the CITY's desired distribution of CONSULTANTS budget
amount for each described service.
Basic Services and Reimbursable Expenses
Task 1: Aquarium Design Analysis
$12,000
Task 2: Aquarium Structural Analysis and D~rsign Documentation $5,500
Task 3: Aquarium Fabrication and Installation_Supervision $12,500
Total
Additional Services Allowance
$30,000
As authorized by Citv $10,000
Agreement Total
$4o,oao
The Project Manager may approve, in writing, the transfer of budget amounts between
any of the phases of Basic Professional Services or between the categories of Basic
Professional Services, Reimbursable Expenses and Additional Services, provided that
the total amount does not exceed FORTY THOUSAND and 00/100 Dollars ($40,000).
FYr,n,~f r._~
CONSULTANT shall not exceed any specified budget amount for any phase or category
without prior authorization from the CITY. The CONSULTANT shall invoice monthly
based on percent completion per task against the sum total as shown above. The
CONSULTANT is directly responsible for any reimbursements for SUB CONSULTANT
work on this Project. Reimbursable Expenses for SUB CONSULTANT Work on this
Project shall be billed to CITY as Basic Servi~~s and shall not be subject to any markup
for Reimbursable Expenses.
ADDITIONAL SERVICES
Additional Services are for scope of work items that are unforeseen under this
Agreement.
CONSULTANT will be compensated for ~-dditional Services, only by prior written
authorization, by Additional Service Directive, by the Project Manager, or his authorized
representative, on a "Time and Materials" or "Lump Sum' basis. For work performed as
"Time and Materials", CONSULTANT shall submit invoices with time al{ocations and
back-up information, for CONSULTANT and Sub-consultants, to the CITY for approval.
Where the work is to be performed as a "Lump Sum', CITY agrees to compensate
CONSULTANT monthly based upon a perce~~tage of professional services completed.
Where the work is to be performed on a "Time and Materials' basis, CITY agrees to
compensate CONSULTANT monthly basE~d upon the hourly rates in EXHIBIT D,
SCHEDULE OF CHARGES.
CONSULTANT shall be responsible for dirE:cting the work of sub-consultants and for
any compensation due to sub-consultants. C:ITY assumes no responsibility whatsoever
concerning such compensation.
FvhihBh (;_7
REIMBURSABLE EXPENSES
CONSULTANT shall be authorized reimbursement for the below listed expenses
directly related to the performance of Basic Professional Services and Additional
Services.
• Reproduction of Documents Drawings and Specifications
• Travel by automobile at 34.5 cE:nts per mile plus an hourly rate, as shown
on Exhibit D, Schedule of Charges, not to exceed 8 hours, to meetings in
the Bay Area.
• Travel by air at direct airfare casts plus an hourly rate, as shown on
Exhibit D, Schedule of Charge:,, not to exceed 8 hours.
• Travel by rental car with advan~~e approval
• Parking
• Meals and Lodging (by written ;authorization)
• Presentation materials
• Other unique and project related materials, supplies or equipment (by
advance written authorization)
• Models, Renderings, or Mock-ups
CONSULTANT shall be entitled to a 10% markup of direct Reimbursable expenses.
FYh~tirt r_~