11-035 SSA Landscape Architects, First Amendment, Professional Services Agreement CITY OF
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CUPERTINO
FIRST AMENDMENT
to
PROFESSIONAL SERVICES AGREEMENT
Between
THE CITY OF CUPERTINO
And
SSA LANDSCAPE .ARCHITECTS INC.
for the
STEVENS CREEK CORRIDOR PHASE 2 PROJECT
A CUPERTINO CAPITAL IMPROVEMENT PROGRAM PROJECT
Contract No. 00056852
Dated _A to n ! 2 I 20( I
SSA First Amendment
CITY OF
������ THE CITY OF CUPERTINO
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9,N.
CUPERTINO FIRST AMENDMENT TO
AGREEMENT BETWEEN
THE CITY OF CUPERTINO
AN D
SSA LANDSCAPE ARCHITECTS INC.
THIS FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is
dated this f j day of ,1 P v ( , 2011, in the City of Cupertino, State of California, by and between
SSA LANDSCAPE ARCHITECTS, INC., hereinafter referred to as ( "CONSULTANT ") and CITY OF
CUPERTINO, hereinafter referred to as ( "CITY ").
Recil als
WHEREAS, CITY and CONSULTANT desire to amend the AGREEMENT to modify the basic
agreement, scope of services and fees; and
WHEREAS, the CITY OF CUPERTINO desires to obtain professional consultant services for the Steven
Creek Corridor Phase 2 Project, (hereinafter, PROJECT); and
WHEREAS, City's rules and regulations authorize City to enter into agreements for professional temporary
services; and
WHEREAS, SSA LANDSCAPE ARCHITECTS, INC. has the necessary professional expertise and skills
to perform the professional services required,
Now, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, stipulated and agreed, the parties agree as follows:
1. Scope of Services
1.1 See Basic Agreement, Exhibit A of this First Amendment for changes.
2. Term of Agreement
2.1 Unchanged. See Basic Agreement.
3. Schedule of Performance
3.1 See Basic Agreement, Exhibit A of this F :rst Amendment for changes.
4. Compensation
The compensation to be paid to CONSULTANT for professional services and reimbursable
expenses shall be base on Time and Materials not exceed Seventy Thousand Dollars ($70,000.00)
for Basic Services inclusive of Reimbursable Expenses. The rate of payment is set out in Exhibit
B, which is attached to the original Agreement.
Agreement between City of Cupertino
And SSA - First Amendment
1E
5. Method of Payment
5.1 Unchanged. See Basic Agreement.
6. Independent Contractor
6.1 Unchanged. See Basic Agreement.
7. No Third Party Rights
7.1 Unchanged. See Basic Agreement.
8. Project Coordination
8.1 Unchanged. See Basic Agreement.
9. Assignability / Sub consultants / Employees
9.1 Unchanged. See Basic Agreement.
10. Indemnification
a. Claims for Professional Liability. Where the law establishes a standard of care for CONSULTANT's
professional services, and to the extent the CONSULTANT breaches or fails to meet such established
standard of care, or is alleged to have breached or failed to meet such standard of care, CONSULTANT
shall, to the fullest extent allowed by law, with respect to all services performed in connection with the
Agreement, indemnify, defend, and hold harmless CITY and its officers, officials, agents, employees and
volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever
against any of them, including any injury to or death of any person or damage to property or other liability
of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of
CONSULTANT or CONSULTANT'S employees, officers, officials, agents or independent contractors.
Such costs and expenses shall include reasonable attorneys' fees of counsel of CITY's choice, expert fees
and all other costs and fees of litigation. CONSULTANT shall not be obligated under this Agreement to
indemnify CITY to the extent that the damage is caused by the sole or active negligence or willful
misconduct of CITY, its agents or employees.
b. Claims for Other Liability. CONSULTANT shall, to the fullest extent allowed by law, with respect to
all services performed in connection with the Agreement, indemnify, defend, and hold harmless CITY and
its officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes
of action or demands whatsoever from and against any of them, including any injury to or death of any
person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of CONSULTANT or CONSULTANT's employees,
officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable
attorneys' fees of counsel of CITY's choice, expert fees and all other costs and fees of litigation.
CONSULTANT shall not be obligated under this Agreement to indemnify CITY to the extent that the
damage is caused by the sole or active negligence or willful misconduct of CITY, its agents or employees.
c. Claims involving intellectual property. In addition to the obligations set forth in (A) and (B) above,
CONSULTANT shall indemnify, defend, and hold CITY, its elected and appointed officers, employees,
and volunteers, harmless from and against any Claim in which a violation of intellectual property rights,
including but not limited to copyright or patent rights, is alleged that arises out of, pertains to, or relates to
CONULSTANT's negligence, recklessness or willful misconduct under this Agreement. Such costs and
expenses shall include reasonable attorneys' fees of counsel of CITY's choice, expert fees and all other
costs and fees of litigation.
11. Insurance
11.1 Unchanged. See Basic Agreement.
12. Nondiscrimination
Agreement between City of Cupertino
And SSA - First Amendment
2 ❑
12.1 Unchanged. See Basic Agreement.
13. Termination
13.1 Unchanged. See Basic Agreement.
14. Governing Law
14.1 Unchanged. See Basic Agreement.
15. Compliance With Laws
15.1 Unchanged. See Basic Agreement.
16. Confidential Information
16.1 Unchanged. See Basic Agreement.
17. Ownership of Materials
17.1 Unchanged. See Basic Agreement.
18. Consultant's Books and Records
18.1 Unchanged. See Basic Agreement.
19. Interest of Consultant
19.1 Unchanged. See Basic Agreement.
20. Gifts
20.1 Unchanged. See Basic Agreement.
21. Notices
21.1 Unchanged. See Basic Agreement.
22. Venue
22.1 Unchanged. See Basic Agreement.
23. Agreement Binding / Prior Agreements and Amendments
23.1 Unchanged. See Basic Agreement.
24. Costs and Attorneys Fees
24.1 Unchanged. See Basic Agreement.
25. Electronic Transmission of Information
25.1 Unchanged. See Basic Agreement.
26. Dispute Resolution
26.1 Unchanged. See Basic Agreement.
27. Compliance with Laws
27.1 Unchanged. See Basic Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment the day first mentioned above.
Agreement between City of Cupertino
And SSA - First Amendment
3 ❑
"City" CITY OF CUPERTINO,
By: t J CI) `4. t t
David W. Knapp, Ci M ager
Attest:
Kimberley Smith, C • Cler
"Consultant" SSA LANDSCAPE ARCHITECTS, INC.
303 Potrero Street, Suite 40 -C
Santa Cruz, CA 95060
831- 459 -0455
By:
0 Aill
Date: lis.itt
Name: ` ✓(J ` I".6 .1.$4"
Title: lt L. 1
Approved as to form and legality this I day of , 2011.
5
City ' ttorney
All of the terms and conditions of the original AGREEMENT not modified by this First Amendment, shall remain in
full force and effect.
THIS AGREEMENT SHALL NOT BE VALID OR EFFECTIVE FOR ANY PURPOSE UNLESS AND UNTIL
SIGNED BY THE CITY MANAGER ON BEHALF OF THE CITY COUNCIL.
Amount of Agreement: $70,000
P.O. 00056852
Account No. 427 - 9134 -9300
Agreement between City of Cupertino
And SSA - First Amendment
4 E
EXHIBIT A
SCOPE 01= WORK
Amendment No. 1 to the
Agreement for Design Services for
Stevens Creek Trail Plhase 2, Project 9134
Introduction
Working with staff of the City of Cupertino (hereinafter "CITY "), SSA Landscape Architects, Inc.
(herein after "SSA ") will work on a basic scope of work for the Phase 2 Stevens Creek Trail, to
garner City Council approval and clear direction on a preferred design to move the project into
Design Development.
SSA will prepare plans and reports as required; SSA will act as the Prime Consultant for this
project and will subcontract with the following sub- consultants:
Hydrology — Balance Hydrologics, Inc. (herein after "Balance ")
Civil and Structural Engineering — Mesiti- Miller Engineers (herein after "MME ")
Restoration Ecologists — H.T. Harvey (herein after "HTH ")
Geotechnical Engineer — to be determined, work to commence after July 1
Throughout the project SSA and its sub - consultant team will coordinate with the CITY's
consultants hired directly by the City as described below. The following consultants will be
retained by the CITY as needed:
Environmental Planner (Jana Sokale)
Topographic Survey (Baseline Surveyors)
Golf Course Consultant (Landmark)
Archaeologist /Cultural Resources
Arborist
SSA shall prepare a schematic design that will enable to CITY to establish a construction budget
and pursue additional funding. The scope is expeci:ed to be refined as the project continues.
Major design elements include but are not limited to:
• New trail from Blackberry Farm trail terminus to Stevens Creek Boulevard and Golf /Blue
Pheasant parking lot
• Trail protective fencing for sections along golf course
• New clear -span bridge across creek for pedestrians, bicycles and maintenance vehicles
• Reconfiguration of Golf /Blue Pheasant parking lot to provide additional stalls
• Revisions to Stevens Creek Boulevard frontage to provide bus dropoff and pickup area
• New crosswalk on Stevens Creek Blvd. at Phar Lap with associated safety lighting /signage
• Plantings and irrigation to be at trail heads, bridge crossing, trailside, and native plantings
along creek banks
• Creek widening / restoration modifications
• Trailside amenities
Exhibit A: Scope of Work
Stevens Creek Trail Phase 2
Page 2 of 5
Among the design goals and site constraints are the following:
• Accommodate desired future use of Stocklmeir parcel as an educational and historical site
with a working "legacy farm" and orchard
• Be compatible with the Phase 1 trail, Blackberry Farm park, and McClellan Ranch park
• Identify design and construction methods and timing that respect presence of protected
wildlife species and natural resources minimize involvement by regulatory agencies
• Address flood plain considerations
• Conform with golf course modification recommendations (by others)
• Minimize impacts on neighbors
• Meet requirements of CEQA documents
• Meet requirements of regulatory and permitting agencies
• Meet requirements of outside funders including Santa Clara Valley Water District
• Protect creek channel, wildlife and habitat values
• Protect significant trees and orchard trees
• Protect water quality
Phase One — Site Investigation and Programming
Task A — Topographic Survey
1. Attend a design team kick -off meeting with consultant team and CITY.
2. Perform coordination site visit with survey team and hydrologist.
3. Coordinate with all consultants to provide Surveyor with all information required.
4. Coordinate with Surveyor and CITY on benchmark and work already done.
5. Review final product for any additional information required.
6. Attend City coordination meetings / teleconferences.
Task B — Initial Analysis Reports
1. Review report and pertinent background information and reference documents available
from CITY.
2. Prepare analysis matrix for (3) initial concept alternatives.
Phase Two — Conceptual and Schematic Design
Task A — Initial Concepts
This task is independent and can be deleted without affecting future tasks.
1. Assist City in considering basic design concepts for (3) alternatives:
a. Alternate Concept #1: Alternate Bridge Location(s) (upstream of 8 green)
b. Alternate Concept #2: West Side Trail (adjacent to homes)
c. Alternate Concept #3: East Side Trail (adjacent to golf course)
2. Prepare construction cost estimates if requested.
Exhibit A: Scope of Work
Stevens Creek Trail Phase 2
Page 3 of 5
3. Provide CEQA preparation support as required.
4. Coordinate and receive direction on from CITY on alternatives to incorporate into
preferred design.
5. Allow for coordination meetings with design team and CITY.
Task B — Concept Analysis
Assist CITY in the planning and decision- making process and in preparing and evaluating
concepts and preparing decision - making materials for April 05, 2011 City Council meeting and
project update.
1. Provide client support for and attend a Stocklmeir Orchard stakeholder meeting to review
the City's design alternatives; receive input, guidance and design ideas from the
stakeholder group. Meeting materials and coordination will be handled by the City.
2. As requested, provide client support for and attend a golf course stakeholder meeting
and /or a Meadows HOA meeting to review the City's design alternatives; receive input,
guidance and design ideas from the stakehclder group. Meeting materials and coordination
will be handled by the City.
3. As requested, provide design input and analysis on safety concerns raised regarding the
interface of trail, Steven's Creek Blvd. and Stocklmeir Orchard driveway in the City's base
design. Review alternatives.
4. As requested, provide design analysis for routing the trail around the west side of the
Stocklmeier House.
Task C — Preferred Concept Design
This task assumes that one preferred concept has been selected and the City is no longer
pursuing design alternatives.
1. Coordinate design with Balance Hydrologics, Golf Course Designer and CITY's
consultants
2. Prepare Presentation Graphics Package for May 17 City Council meeting or other meeting
as directed. Graphics anticipated to be the following or similar:
a. Plan View Rendering
b. Perspective Views (Sketch Up)
c. Power -point presentation
3. Attend City Council meeting or other meeting as requested.
Task D — Schematic Design
Proceed with Schematic Design tasks as directed by CITY. Provide exhibits and data for CEQA
documents as requested. Services may include the following:
1. Prepare Initial Schematic Design Plans
Exhibit A: Scope of Work
Stevens Creek Trail Phase 2
Page 4 of 5
a. Parking Lot Improvement Plans
b. Trail Site Plans
c. Bridge Location & Cut Sheet
2. Prepare Schematic Construction Cost Estimate
3. Coordinate design with Balance Hydrologics, Golf Course Designer and CITY's
consultants
4. Submit Schematic Design for review and comment
5. Prepare revisions based on feedback
6. Submit Schematic Design to CITY for review and comment.
7. Collect feedback and incorporate comments into final Schematic Design Package.
8. Allow for coordination meetings with the design team and CITY.
Phase Three — Design Development
Not in Contract
Phase Four — Construction Documents
Not in Contract
Phase Five — Bid Phase
Not in Contract
Additional Services
SSA may provide additional services, as requested in advance by the CITY. Additional services
will be negotiated separately based on the billing rates contained in the attached "SSA Rate
Schedule ". All Additional Services must be authorized in writing by the CITY prior to the
commencement of work. Additional services may i iclude, but are not limited to:
1. Construction phase services.
2. Services related to golf course modifications of tees, greens and ponds beyond those
required by trail construction and creek restoration.
3. Evaluation, coordination and engineering related to use or re -use of existing wells
on site.
4. Unforeseen significant changes in the scope of work, design program, budget, or
schedule.
5. Construction phase management and documentation.
6. Structural Engineering and /or Architecture services for a future restroom building.
7. Restoration of the Stocklmeir home or outbuildings.
Services to be Provided by the CITY
1. Procurement of services for consultants listed under project understanding to be
contracted directly with the CITY.
2. CITY review, comment and directives as requested by SSA.
3. Coordination and administration of reviews and approvals by internal and external
jurisdictional agencies.
Exhibit A: Scope of Work
Stevens Creek Trail Phase 2
Page 5 of 5
Fee Proposal
The fees for the above scope of work tasks are as follows:
PHASE ONE — estimated $30,000.00
PHASE TWO — estimated 39,400.00
Reimbursable Expense Allowance $600.00
Total Proposed Fees, Phase One — Two $70,000.00
Fee proposal is inclusive of all fees previously expended under the existing Agreement and
includes fees services for the above - described tasks by subconsultants Balance Hydrologics and
Mesiti - Miller Engineering. Services are proposed to be provided on a not to exceed hourly basis
based on the hours and rates on the attached estimated fee spreadsheet. Fees will be billed
monthly based on the actual effort in each task. Should it be determined that some tasks are not
required or do not require the estimated effort, fees for that phase or task may be used by mutual
consent for other tasks in other phases that require more effort than estimated.
Included in the fee proposal is an allowance for reimbursable expenses such as plotting, printing
and reproduction, shipping and postage, all of which will be provided per the attached "SSA Rate
Schedule ". Billings will be submitted on or around the 25th of each month based on the actual
reimbursable expenses incurred for the previous month.
Schedule
Services shall commence immediately.
Major project deadlines:
Complete Phase Two, Task C by May 17, 2011.
Complete Phase Two, Task D by July 1, 2011.
/ OFFICE OF THE CITY CLERK
/1V CITY HALL
10300 TORRE AVENUE • CUPERTINO, CA 95014 -3255
y -t. !p s TELEPHONE: (408) 777 -3223 • FAX: (408) 777 -3366
WEBSITE: www.cupertino.org
CUPERTINO
April 21, 2011
SSA Landscape Architects, Inc.
303 Potrero Street, Suite 40 -C
Santa Cruz, CA 95060
Re: Agreement
Enclosed for your records is a fully executed copy the First Amendment to Professional Services
Agreement with the City of Cupertino for the Stevens Creek Corridor Phase Project. If you have
any questions, please contact the Public Works Department at (408) 777 -3354.
Sincerely,
Kirsten Squarcia
City Clerk's Office
cc: Public Works
Enclosure