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11-120 David J Powers & Associates, Addendum to 2008 Final EIR, Main Street Cupertino OFFICE OF THE CITY CLERK •' CITY HALL 10300 TORRE AVENUE •CUPERTINO, CA 95014-3255 co.19ss TELEPHONE: (408) 777-3223• FAX: (408) 777-3366 CUPERTINO WEBSITE: www.cupertino.org May 23, 2012 David J. Powers & Associates, Inc. Re: Agreement Amendment Nos. 5 & 6 for the Preparation of an Addendum to the 2008 Final Environmental Impact Report for the Main Street Project A signed original copy of each of your agreements with the City of Cupertino is enclosed. If you have any questions or need additional information, please contact the Community Development Department at (408) 777-3308. Sincerely, Kirsten Squarcia City Clerk's Office Enclosures cc: Planning CITY OF AGREEMENT (Amendment#5) %' CITY OF CUPERTINO 10300 Torre Avenue /5',v-\ Cupertino,CA 95014 CUPERTINO 408-777-3200 NO. 000057497 THIS AGREEMENT, made and entered into this 24th day of April 2012, is by and between the CITY OF CUPERTINO (Hereinafter "CITY") and David J Powers & Associates, Inc., Hereinafter "CONTRACTOR"), in consideration of their mutual covenants, the parties agree as follows: CONTRACTOR shall provide or furnish the following specified services and/or materials: Budget Amendment #5 for the Preparation of an Addendum to the 2008 Final Environmental Impact Report for the Main Street project. EXHIBITS: The following attached exhibits hereby are made part of this Agreement: Exhibit A. TERMS: The services and/or materials furnished under this Agreement shall commence on April 24 2012 and shall be completed no later than May 30, 2012. • COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: Current amendment amount of$10,740.00 for a total agreement amount of$131,565.00 California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of $1,000.00. GENERAL TERMS AND CONDITIONS Hold Harmless. Contractor agrees to save and hold harmless the City, its officers, agents and employees from any and all damage and liability due to negligence, errors and omissions, including all costs of defending any claim, caused by or arising out of the performance of this Agreement. City shall not be liable for acts of Contractor in performing services described herein. Subcontracting. Contractor has been retained due to their unique skills and Contractor may not substitute another, assign or transfer any rights or obligations under this Agreement. Unless prior written consent from City is obtained, only those people whose names are listed this Agreement shall be used in the performance of this Agreement. Assignment. Contractor may not assign or transfer this Agreement, without prior written consent of CITY. Page 1 of 3 Short Form Agreement Insurance. Contractor shall file with City a Certificate of Insurance consistent with the following requirements Coverage: Contractor shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $1,000,000 each occurrence $2,000,000 aggregate - all other Property Damage: $500,000 each occurrence $1,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of$2,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automobile liability coverage in the following minimum limits: Bodily injury: $500,000 each occurrence injrY� Property Damage: $500,000 each occurrence or Combined Single Limit: $1,000,000 each occurrence Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Termination of Agreement. The City reserves the right to terminate this Agreement with a seven (7)-day notice. The Contractor may terminate this Agreement with a seven (7)-day written notice. Non-Discrimination. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion, gender or sexual orientation of such person Interest of Contractor. It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this Agreement. Contractor certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City. City shall have no right of control as to the manner Contractor performs the services to be performed. Nevertheless, City may, at any time, observe the manner in which such services are being performed by the contractor. • Page2of3 Short Form Agreement The Contractor shall comply with all applicable Federal, State, and local laws and ordinances including, but not limited to, unemployment insurance benefits, FICA laws, and the City business license ordinance. Changes. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall be: NAME:Aki Honda Snelling, Senior Planner DEPARTMENT:Community Development This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. CONTRACTOR: CITY OF CUPERTINO: By , ) By Gary Chao Title 1?ceS ■t Title: City Planner Soc. Sec.#or Tax I.D APPROVALS EEXPENDITURE DISTRIBUTION DEPARTMENT HEAD 4 DATE ACCOUNT NUMBFR AMOUNT C 07/07 110-2211, BS 16777 $10,740.00 Aartl Shrivastava CI ADORN Y PPROVED AS TO FORM DATE Prior receipts: BS 16347, $14,345.00; BS 15196, /1 $61,530.00; BS 15767, $3,100; BS 15925, ( $11,560; BS 15968, $1,110.00; BS 16564, $29,180.00 CITY CLERK DATE l rfee/j/§1-- ��/y /i 2 --,//)"11iGe- Page 3 of 3 Short Form Agreement • EXHIBIT A Kirin DAVID J. POWERS ® (a & ASSOCIATES, INC. April 26,2012 Aki Honda Snelling,AICP Senior Planner Community Development Department City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 RE: Main Street Cupertino Phase Two:Addendum—Contract Amendment 5 (REVISED) Sent via email to: AkiH @cupertino.org;GaryC @cupertino.org Dear Ms. Snelling: We are submitting this revised request for an amendment to our existing agreement for the 2012 Main Street Cupertino project(Phase Two)based on recent discussions with City Staff. The City would like an additional restaurant sensitivity analysis for the Main Street Cupertino project. The purpose of this additional restaurant sensitivity analysis is to evaluate two land use scenarios that include 30,000—50,000 square feet of restaurant uses on-site,a 180-room hotel,and a mix of other • uses (e.g.,office, housing, and/or general commercial)for the Main Street Cupertino project site. The restaurant sensitivity analysis will be completed by Fehr&Peers and include trip generation, parking demand,and level of service tables. This information will summarized and transmitted to the City via email. No formal report or write-up by Fehr&Peers is included. The two base land use/development scenarios that will be analyzed are outlined below. Scenario 1 • 30,000,40,000, and/or 50,000 square feet of restaurant uses • 180-room hotel • 292,000 square feet of office uses • 143 senior housing units David J.Powers&Associates,Inc.is a Certified Green Business•Please Recycle 1871 The Alameda•Suite 200•San Jose,CA 95126 Green Business Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com Sou Om County Scenario 2 • 30,000,40,000,and/or 50,000 square feet of restaurant uses • 180-room hotel • 260,000 square feet of office uses • 143 senior housing units The types of restaurants assumed will be based on the breakdown developed by the project applicant and provided to us on April 25,2012. If there is trip capacity for additional development(compared to what was analyzed in the 2009 Final EIR),general commercial square footage will be added. In addition,the senior housing will be replaced with market-rate apartments. The above schemes will be analyzed initially with 30,000 square feet of restaurant uses. If there is trip capacity for additional development,the trip generation for the scheme will be analyzed with increased restaurant square footage(40,000 then 50,000). If the amount of development assumed above results in substantially more trips than disclosed in the certified 2009 Final EIR,the senior housing units will be eliminated and then office square feet as necessary. Land use scenarios that are determined by Fehr&Peers to be reasonably within the trip generation of the 2008 project will be confirmed with the City prior to completing a level of service analysis to ensure the scenario(s) do not result in new or more substantial traffic impacts than disclosed in the 2009 Final EIR. This contract amendment includes DJP&A time to coordinate,review, and assist the City with the restaurant sensitivity analysis. If the land use/development scenario results in greater average daily trips than'previously disclosed in the 2009 Final EIR,the project's air quality, greenhouse gas,and • noise impacts will be affected. This contract amendment includes DJP&A time to assist the City with a qualitative discussion regarding the implications of the project's increased average daily trips. No formal report by DJP&A regarding the restaurant sensitivity analysis or air quality, greenhouse gas,and noise implications from the restaurant sensitivity analysis is included. This contract amendment assumes quantitative analyses of air quality, greenhouse gas,and noise implications are not required. We will need an additional$10,740,to complete the additional work described above and as outlined in the table on the following page. This would increase our total contract amount for Phase Two from$120,825 to $131,565. Our work would be billed on a time and materials basis, in accordance with the attached fee schedule and as outlined below. If we do not need all the time that has been budgeted,we will only charge for the time that we have actually spent completing the work. 2 David J.Powers&Associates,Inc. is a Certified Green Business•Please Recycle 1871 The Alameda•Suite 200•San Jos€,CA 95126 Green Business Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com La1.ar•County In order to complete the restaurant sensitivity analysis by Thursday,May 3,2012,we will need: ❑ Authorization for this contract amendment by Wednesday, April 25,2012; ❑ Confirmation on the land use scheme outlined above;and ❑ Confirmation on the breakdown of restaurant types to be assumed(e.g.,square footage of restaurants assumed to be open during the AM peak hour,high-turnover,or low-turnover—as outlined in an email sent by Fehr&Peers cn Tuesday,April 25,2012). Phase Two: Preparation of Addendum Existing Agreement 0057497(assuming approval of our last amendment $120,825 dated April 9,2012) Contract Amendment Request $10,740 David J.Powers&Associates—coordination,review, and assistance with restaurant sensitivity analysis,and assistance with the analysis' implications on the project's air quality, greenhouse gas,and noise impacts.($4,760) Subconsultant* - Fehr&Peers—restaurant sensitivity analysis. ($5,980) Total w/Contract Amendment $131,565 Note: * Subconsultant costs include our standard 15 percent administration fee. If additional tasks not included in this contract amendment are required,we can complete that work on a time and materials basis per the City's authorization. If this amendment is acceptable to the City, a signed amendment to our existing agreement will serve as our binding legal agreement for the additional services described above and our authorization to invoice for this additional work. Please contact me if you have any questions about this proposal or need any additional information. Sincerely, f<61:04944#. Kristy Weis Project Manager /attachment 3 David J.Powers&Associates,Inc.is a Certified Green Business•Please Recycle 1871 The Alameda•Suite 200•San Jose,CA 95126 Green Business Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com ln•lLn County ®®© DAVID J. POWERS NO 0 & ASSOCIATES, INC. Charge Rate Scheduler SENIOR PRINCIPAL $250.00 PER HOUR PRINCIPAL PROJECT MANAGER $220.00 PER HOUR SENIOR ENVIRONMENTAL SPECIALIST $ 195.00 PER HOUR SENIOR PROJECT MANAGER $ 175.00 PER HOUR ENVIRONMENTAL SPECIALIST $ 160.00 PER HOUR PROJECT MANAGER $ 150.0.0 PER HOUR ASSOCIATE PROJECT MANAGER $ 135.00 PER HOUR ASSISTANT PROJECT MANAGER $ 110.00 PER HOUR RESEARCHER $95.00 PER HOUR DRAFTSPERSON/GRAPHIC ARTIST $ 85.00 PER HOUR DOCUMENT PROCESSOR/QUALITY CONTROL $ 85.00 PER HOUR ADMINISTRATIVE MANAGER $ 85.00 PER HOUR OFFICE SUPPORT $ 70.00 PER HOUR MATERIALS,OUTSIDE SERVICES AND SUBCONSULTANTS INCLUDE A 15% ADMINISTRATION FEE. • MILEAGE WILL BE CHARGED PER THE CURRENT IRS STANDARD MILEAGE RATE AT THE TIME COSTS OCCUR. SUBJECT TO REVISION JULY 2012 1 David J.Powers&Associates,Inc.provides regular,clear and accurate invoices as the work on this project proceeds,in accordance with normal company billing procedures. The cost estimate prepared for this project does not include special accounting or bookkeeping procedures,nor does it include preparation of extraordinary or unique statements or invoices. If a special invoice or accounting process is requested,the service can be provided on a time and materials basis. 4 David J.Powers&Associates,Inc.is a Certified Green Business•Please Recycle 1871 The Alameda• Suite 200• San Jose,CA 95126 — Green Business s„,�Q,,, Tel:408-248-3500 •Fax:408-248-9641 •www.davidjpowers.com County CITY OF AGREEMENT (Amendment#6) //, CITY OF CUPERTINO 10300 Torre Avenue Cupertino, CA 95014 CUPERTINO 408-777-3200 NO. 000057497 THIS AGREEMENT, made and entered into this 14th day of May 2012, is by and between the CITY OF CUPERTINO (Hereinafter "CITY") and David J Powers & Associates, Inc., Hereinafter "CONTRACTOR"), in consideration of their mutual covenants, the parties agree as follows: CONTRACTOR shall provide or furnish the following specified services and/or materials: Budget Amendment#6 for the Preparation of an Addendum to the 2008 Final Environmental Impact Report for the Main Street project. EXHIBITS: The following attached exhibits hereby are made part of this Agreement: Exhibit A. TERMS: The services and/or materials furnished under this Agreement shall commence on May 14 2012 and shall be completed no later than June 15, 2012. COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: Current amendment amount of$27,810.00 for a total agreement amount of$159,375.00 California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of$1,000.00. GENERAL TERMS AND CONDITIONS Hold Harmless. Contractor agrees to save and hold harmless the City, its officers, agents and employees from any and all damage and liability due to negligence, errors and omissions, including all costs of defending any claim, caused by or arising out of the performance of this Agreement. City shall not be liable for acts of Contractor in performing services described herein. Subcontracting. Contractor has been retained due to their unique skills and Contractor may not substitute another, assign or transfer any rights or obligations under this Agreement. Unless prior written consent from City is obtained, only those people whose names are listed this Agreement shall be used in the performance of this Agreement. Assignment. Contractor may not assign or transfer this Agreement, without prior written consent of CITY. Page l of 3 Short Form Agreement Insurance. Contractor shall file with City a Certificate of Insurance consistent with the following requirements Coverage: Contractor shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $1,000,000 each occurrence $2,000,000 aggregate- all other Property Damage: $500,000 each occurrence $1,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of$2,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automobile liability coverage in the following minimum limits: Bodily injury: $500,000 each occurrence Property Damage: $500,000 each occurrence or Combined Single Limit: $1,000,000 each occurrence Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive (liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Termination of Agreement. The City reserves the right to terminate this Agreement with a seven (7)-day notice. The Contractor may terminate this Agreement with a seven (7)-day written notice. Non-Discrimination. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion, gender or sexual orientation of such person Interest of Contractor. It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this Agreement. Contractor certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City. City shall have no right of control as to the manner Contractor performs the services to be performed. Nevertheless, City may, at any time, observe the manner in which such services are being performed by the contractor. Page 2 of 3 Short Form Agreement • The Contractor shall comply with all applicable Federal, State, and local laws and ordinances including, but not limited to, unemployment insurance benefits, FICA laws, and the City business license ordinance. Changes. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall be: NAME:Aki Honda Snelling. Senior Planner DEPARTMENT:Community Development This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. CONTRACTOR: CITY OF CUPERTINO: By -)\ By Gary Chao Title fe3%0Q- Title: City Planner Soc.Sec.#or Tax I.D APPROVALS EXPENDITURE DISTRIBUTION • DEPARTMENT HEAD DATE ACCOUNT NUMBER AMOUNT Aarti Shrivastava Akil 0S`/� �'- 110-2211, BS 16812 $27,810.00 CIT TTORNEY APPROVED AS TO FORM DATE Prior receipts: BS 16347, $14,345.00; BS 15196, $61,530.00; BS 15767, $3,100; BS 15925, ` ` Oi l $29,11,560;180.00 BSB BS 1596816777,, $10$1,110. 47000;.00 BS 16564, ! ` ` $ , CITY CLERK DATE 0744-162- - 14-//W—Pene 57227//2-- Page3of3 • Short Form Agreement EXHIBIT A ©©© DAVII) J. POWERS & ASSOCIATES, INC. � May 7,2012 Aki Honda Snelling,AICP Senior Planner Community Development Department City of Cupertino 10300 Torre Avenue Cupertino,CA 95014 RE: Main Street Cupertino Phase Two: Addendum—Contract Amendment 6 Sent via email to: AkiH@cupertino.org; GaryC( ,cupertino.org Dear Ms. Snelling: We are submitting this request for an amendment to our existing agreement for the 2012 Main Street Cupertino project(Phase Two)based on recent discussions with City Staff. The City has asked for additional traffic sensitivity analyses for the Main Street Cupertino project. Previously,a restaurant sensitivity analysis was completed by Fehr&Peers(May 3,2012)that identified two restaurant-intensive project scenarios,the Maximum Office scheme and the Reduced Office scheme. For each of these two schemes,the City is requesting that they be analyzed with the following variations: 1. Replacing the 143 senior units with the maximum number of market-rate apartments; 2. Replacing 143 senior units for 120 market rate apartments,while reducing the amount of general commercial(non-restaurant)square footage as needed. 3. Replacing 143 senior units for 120 market rate apartments,while reducing office square footage as needed. 4. Replacing 143 senior units for 105 market rate apartments,while reduce general commercial (non-restaurant)square footage as needed. 5. Replacing 143 senior units for 105 market rate apartments,while reduce office square footage as needed. Fehr&Peers will complete the additional analyses outlined above by calculating the trip generation for each scheme and variation(total of 10 schemes). then completing intersection and freeway level of service analysis for the variation that generates the greatest number of trips and/or directional splits to verify that no new or more substantial traffic impacts would occur compared to what was disclosed in the certified 2009 Final EIR. The analyses and results, including parking demand estimates,will be summarized in a memo report by Fehr&Peers. This contract amendment 43" 1 j David J.Powers&Associates,Inc.is a Certified Green Business•Please Recycle 1871 The Alameda•Suite 200•San Jose,CA 95126 Green Business Tel:408-248-3500•Farc:408-248-9641 •www.davidjpowers.com Sentaoam(ow y includes DJP&A time to coordinate,review,and assist the City with the additional analyses. It is estimated that Fehr&Peers will complete their work by May 15,2012(approximately 40 hours of work is required). Preliminary trip generation results can be provided to the City at the end of this week(assuming we are authorized for this work today). Given the ongoing nature of this project and the level of additional coordination required to date,we have used our remaining in-house budget. Therefore,we are requesting an additional $6,310 to cover DJP&A review and coordination of the additional Fehr&Peers analysis and our attendance at the May 15 City Council hearing. Our work would be billed on a time and materials basis, in accordance with the attached fee schedule and as outlined below. If we do not need all the time that has been budgeted,we will only charge for the time that we have actually spent completing the work. At the City's request,a contingency amount of$10,000 to cover additional work that may arise in the future pertaining to this project is also included in this budget amendment. This contingency amount would only be billed upon City authorization. Phase Two: Preparation of Addendum Existing Agreement 0057497(assuming approval of our last amendments dated $131,565 April 9, 2012 and April 26,2012) Contract Amendment Request 6 $27,810 • David J.Powers&Associates—coordination,review,and assistance with sensitivity analysis;attendance at City Council hearing($6,310) • Subconsultant*—Fehr&Peers—sensitivity analysis($11,500) • Contingency($10,000) Total w/Contract Amendment $159,375 Note:* Subconsultant costs include our standard 15 percent administration fee. This contract amendment request would increase our total contract amount for Phase Two from $131,565 to$159,375,as outlined above. If this amendment is acceptable to the City,a signed amendment to our existing agreement will serve as our binding legal agreement for the additional services described above and our authorization to invoice for this additional work. Please contact me if you have any questions about this proposal or need any additional information. Sincerely, rixedgisp• • Kristy Weis Project Manager /attachment 2 David J.Powers&Associates,Inc.is a Certified Green Business•Please Recycle 1871 The Alameda•Suite 200•San Jose,CA 95126 Green Business Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com Unto Clue(Aunty ©©© DAVID J. POWERS ® ® & ASSOCIATES, INC. ®� 85 Charge Rate Scheduler SENIOR PRINCIPAL $250.00 PER HOUR PRINCIPAL PROJECT MANAGER $220.00 PER HOUR SENIOR ENVIRONMENTAL SPECIALIST $ 195.00 PER HOUR SENIOR PROJECT MANAGER $ 175.00 PER HOUR ENVIRONMENTAL SPECIALIST $ 160.00 PER HOUR 1 PROJECT MANAGER $ 150.00 PER HOUR ASSOCIATE PROJECT MANAGER $ 135.00 PER HOUR ASSISTANT PROJECT MANAGER $ 110.00 PER HOUR RESEARCHER $95.00 PER HOUR DRAFTSPERSON/GRAPHIC ARTIST $85.00 PER HOUR DOCUMENT PROCESSOR/QUALITY CONTROL $ 85.00 PER HOUR ADMINISTRATIVE MANAGER $ 85.00 PER HOUR OFFICE SUPPORT $70.00 PER HOUR MATERIALS,OUTSIDE SERVICES AND SUBCONSULTANTS INCLUDE A 15% ADMINISTRATION FEE. MILEAGE WILL BE CHARGED PER THE CURRENT IRS STANDARD MILEAGE RATE AT THE TIME COSTS OCCUR. SUBJECT TO REVISION JULY 2012 1 David J.Powers&Associates,Inc.provides regular,clear and accurate invoices as the work on this project proceeds,in accordance with normal company billing procedures. The cost estimate prepared for this project does not include special accounting or bookkeeping procedures,r..or does it include preparation of extraordinary or unique statements or invoices. If a special invoice or accounting process is requested,the service can be provided on a time and materials basis. 3 j1S-- David J.Powers&Associates,Inc.is a Certified Green Business•Please Recycle 1871 The Alameda• Suite 200• San Jose,CA 95126 Green Business Tel:408-248-3500•Fax: 408-248-9641 •www.davidjpowers.com Quo \ OFFICE OF THE CITY CLERK �' CITY HALL - 10300 TORRE AVENUE•CUPERTINO, CA 95014-3255 <i.`'�'19j, TELEPHONE: (408) 777-3223• FAX: (408) 777-3366 CUPERTINO WEBSITE:www.cupert no.org May 8, 2012 David J. Powers & Associates, Inc. Re: Agreement Amendment#4 for the Preparation of an Addendum to the 2009 Final Environmental Impact Report for Main Street project A signed original copy of your agreement with the City of Cupertino is enclosed. If you have any questions or need additional information, please contact the Community Development Department at (408) 777-3308. Sincerely, Kirsten Squarcia City Clerk's Office Enclosure cc: Planning CITY OF \ , ; AGREEMENT (Amendment#5) � CITY OF CUPERTINO 10300 Torre Avenue Cupertino, CA 95014 CUPERTINO 408-777-3200 NO. 000057497 THIS AGREEMENT, made and entered into this 24th day of April 2012, is by and between the CITY OF CUPERTINO (Hereinafter "CITY") and David J Powers & Associates, Inc., Hereinafter "CONTRACTOR"), in consideration of their mutual covenants, the parties agree as follows: CONTRACTOR shall provide or furnish the following specified services and/or materials: Budget Amendment #5 for the Preparation of an Addendum to the 2008 Final Environmental Impact Report for the Main Street project. EXHIBITS: The following attached exhibits hereby are made part of this Agreement: Exhibit A. TERMS: The services and/or materials furnished under this Agreement shall commence on April 24, 2012 and shall be completed no later than May 30, 2012. COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: Current amendment amount of$10,740.00 for a total agreement amount of$131,565.00 California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of$1,000.00. GENERAL TERMS AND CONDITIONS Hold Harmless. Contractor agrees to save and hold harmless the City, its officers, agents and employees from any and all damage and liability due to negligence, errors and omissions, including all costs of defending any claim, caused by or arising out of the performance of this Agreement. City shall not be liable for acts of Contractor in performing services described herein. Subcontracting. Contractor has been retained due to their unique skills and Contractor may not substitute another, assign or transfer any rights or obligations under this Agreement. Unless prior written consent from City is obtained, only those people whose names are listed this Agreement shall be used in the performance of this Agreement. Assignment. Contractor may not assign or transfer this Agreement, without prior written consent of CITY. Page 1 of 3 Short Form Agreement Insurance. Contractor shall file with City a Certificate of Insurance consistent with the following requirements Coverage: Contractor shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $1,000,000 each occurrence $2,000,000 aggregate - all other Property Damage: _ $500,000 each occurrence $1,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of$2,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automobile liability coverage in the following minimum limits: Bodily injury: $500,000 each occurrence Property Damage: $500,000 each occurrence or Combined Single Limit: $1,000,000 each occurrence Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Termination of Agreement. The City reserves the right to terminate this Agreement with a seven (7)-day notice. The Contractor may terminate this Agreement with a seven (7)-day written notice. Non-Discrimination. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion, gender or sexual orientation of such person Interest of Contractor. It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this Agreement. Contractor certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City. City shall have no right of control as to the manner Contractor performs the services to be performed. Nevertheless, City may, at any time, observe the manner in which such services are being performed by the contractor. Page 2 of 3 Short Form Agreement The Contractor shall comply with all applicable Federal, State, and local laws and ordinances including, but not limited to, unemployment insurance benefits, FICA laws, and the City business license ordinance. Changes. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall be: NAME:Aki Honda Snelling, Senior Planner DEPARTMENT:Community Development This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. By Gary Chao Title .TY•e%i dP.1. Title: City Planner Soc. Sec.#or Tax I.D APPROVALS EXPENDITURE DISTRIBUTION DEPARTMENT HEAD DATE ACCOUNT NUMBER AMOUNT 110-2211, $10,740.00 Aarti Shrivastava CITY ATTORNEY APPROVED AS TO FORM DATE Prior receipts: BS 16347,$14,345.00; BS 15196, C Cojiocoteo .L $61,530.00; BS 15767, $3,100; BS 15925, 1 � $11,560; BS 15968, $1,110.00; BS 16564, $29,180.0 0 CITY ERK DATE Page 3 of 3 Short Form Agreement Call DAVID J. POWERS , & ASSOCIATES , INC. April 26,2012 Aki Honda Snelling,AICP Senior Planner Community Development Department City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 RE: Main Street Cupertino Phase Two: Addendum—Contract Amendment 5(REVISED) Sent via email to: AkiH(a,cupertino.org; GarvC@cupertino.org Dear Ms. Snelling: We are submitting this revised request for an amendment to our existing agre ent fo e 012 Main Street Cupertino project(Phase Two)based on recent discussions w. T would like an additional restaurant sensitivity analysis for the Main Street Cupertino project. The purpose of this additional restaurant sensitivity analysis is to evaluate two land use scenarios that include 30,000—50,000 square feet of restaurant uses on-site,a 180-room hotel,and a mix of other uses(e.g.,office,housing,and/or general commercial)for the Main Street Cupertino project site. The restaurant sensitivity analysis will be completed by Fehr&Peers and include trip generation, parking demand,and level of service tables. This information will summarized and transmitted to the City via email. No formal report or write-up by Fehr&Peers is included. The two base land use/development scenarios that will be analyzed are outlined below. Scenario 1 • 30,000,40,000,and/or 50,000 square feet of restaurant uses • 180-room hotel • 292,000 square feet of office uses • 143 senior housing units David J.Powers&Associates,Inc.is a Certified Green Business•Please Recycle 1871 The.Alameda•Suite 200•San Jose,CA 95126 Green Business Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com SIMa as Crory Scenario 2 • 30,000,40,000,and/or 50,000 square feet of restaurant uses • 180-room hotel • 260,000 square feet of office uses • 143 senior housing units The types of restaurants assumed will be based on the breakdown developed by the project applicant and provided to us on April 25,2012. If there is trip capacity for additional development(compared to what was analyzed in the 2009 Final EIR),general commercial square footage will be added. In addition,the senior housing will be replaced with market-rate apartments. The above schemes will be analyzed initially with 30,000 square feet of restaurant uses. If there is trip capacity for additional development,the trip generation for the scheme will be analyzed with increased restaurant square footage(40,000 then 50,000). If the amount of development assumed above result; in substantially more trips than disclosed in the certified 2009 Final EIR,the senior housing units will be eliminated and then office square feet as necessary. Land use scenarios that are determined by Fehr&Peers to be reasonably within the trip generation of the 2008 project will be confirmed with the City prior to completing a level of service analysis to ensure the scenario(s)do not result in new or more substantial traffic impacts than disclosed in the 2009 Final EIR. This contract amendment includes DJP&A time to coordinate,review, and assist the City with the restaurant sensitivity analysis. If the land use/development scenario results in greater average daily trips than previously disclosed in the 2009 Final EIR,the project's air quality,greenhouse gas,and noise impacts will be affected. This contract amendment includes DJP&A time to assist the City with a qualitative discussion regarding the implications of the project's increased average daily trips. No formal report by DJP&A regarding the restaurart sensitivity analysis or air quality, greenhouse gas,and noise implications from the restaurant sensitivity analysis is included. This contract amendment assumes quantitative analyses of air quality, greenhouse gas,and noise implications are not required. We will need an additional$10,740,to complete the additional work described above and as outlined in the table on the following page. This would increase our total contract amount for Phase Two from$120,825 to $131,565. Our work would be billed on a time and materials basis, in accordance with the attached fee schedule and as outlined below. If we do not need all the time that has been budgeted,we will only charge for the time that we Lave actually spent completing the work. 2 David J.Powers&Associates,Inc.is a Certified Green Business•Please Recycle 1871 The Alameda•Suite 200•San Jose,CA 95126 Green Business Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com Soto Goa Gutty In order to complete the restaurant sensitivity analysis by Thursday,May 3,2012,we will need: ❑ Authorization for this contract amendment by Wednesday,April 25,2012; ❑ Confirmation on the land use scheme outlined above;and ❑ Confirmation on the breakdown of restaurant types to be assumed(e.g.,square footage of restaurants assumed to be open during the AM peak hour, high-turnover,or low-turnover—as outlined in an email sent by Fehr&Peers on Tuesday,April 25, 2012). Phase Two: Preparation of Addendum Existing Agreement 0057497(assuming approval of our last amendment $120,825 dated April 9,2012) Contract Amendment Request $10,740 David J.Powers&Associates—coordination,review,and assistance with restaurant sensitivity analysis,and assistance with the analysis' implications on the project's air quality,greenhouse gas,and noise impacts. ($4,760) Subconsultant* - Fehr&Peers—restaurant sensitivity analysis. ($5,980) Total w/Contract Amendment $131,565 Note: * Subconsultant costs include our standard 15 percent administration fee. If additional tasks not included in this contract amendment are required,we can complete that work on a time and materials basis per the City's authorization. If this amendment is acceptable to the City,a signed amendment to our existing agreement will serve as our binding legal agreement for the additional services described above and our authorization to invoice for this additional work. Please contact me if you have any questions about this proposal or need any additional information. Sincerely, • —flu- Kristy Weis Project Manager /attachment 3 David J.Powers&Associates,Inc.is a Certified Green Business•Please Recycle 1871 The Alameda•Suite 200•San Jose,CA 95126 Green Business Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com ■ ®© DAVID J. POWERS H.94 & ASS • CIATES, INC. ®®M Charge Rate Schedule' SENIOR PRINCIPAL $250.00 PER HOUR PRINCIPAL PROJECT MANAGER $220.00 PER HOUR SENIOR ENVIRONMENTAL SPECIALIST $ 195.00 PER HOUR SENIOR PROJECT MANAGER $ 175.00 PER HOUR ENVIRONMENTAL SPECIALIST $ 160.00 PER HOUR PROJECT MANAGER $ 150.00 PER HOUR ASSOCIATE PROJECT MANAGER $ 135.00 PER HOUR ASSISTANT PROJECT MANAGER $ 110.00 PER HOUR RESEARCHER $95.00 PER HOUR DRAFTSPERSON/GRAPHIC ARTIST $ 85.00 PER HOUR DOCUMENT PROCESSOR/QUALITY CONTROL $ 85.00 PER HOUR ADMINISTRATIVE MANAGER $ 85.00 PER HOUR OFFICE SUPPORT $ 70.00 PER HOUR MATERIALS,OUTSIDE SERVICES AND SUBCONSULTANTS INCLUDE A 15% ADMINISTRATION FEE. MILEAGE WILL BE CHARGED PER THE CURRENT IRS STANDARD MILEAGE RATE AT THE TIME COSTS OCCUR. SUBJECT TO REVISION JULY 2012 David J.Powers&Associates,Inc.provides regular,clear and accurate invoices as the work on this project proceeds,in accordance with normal company billing procedures. The cost estimate prepared for this project does not include special accounting or bookkeeping procedures,nor does it include preparation of extraordinary or unique statements or invoices. If a special invoice or accounting process is requested,the service can be provided on a time and materials basis. 4 -3121L David J.Powers&Associates,Inc.is a Certified Green Business•Please Recycle 1871 The Alameda• Suite 200 • San Jose,CA 95126 Green Business Tel:408-248-3500• Fax:408-248-9641 • www.davidjpowers.com Swa.n(sooty OFFICE OF THE CITY CLERK oak CITY HALL 0 TORRE AVENUE.••CUPERTINO, CA 95014-3255 1030 TELEPHONE: (408) 777-3223• FAX: (408) 777-3366 CUPERTINO WEBSITE:www.cupertino.org March 27, 2012 David J Powers & Associates, Inc. Re: Amendment No. 3 for the Preparation of an Addendum to the 2008 Final Environmental Impact Report for the Main Street Project A signed original copy of Amendment No. 3 for the Preparation of an Addendum to the 2008 Final Environmental Impact Report for the Main Street Project with the City of Cupertino is enclosed. If you have any questions or need additional information,please contact the Community Development Department at (408) 777-3308. Sincerely, Kirsten Squarcia City Clerk's Office Enclosure cc: Planning CITY OF "// AGREEMENT (Amendment#3) CITY OF CUPERTINO 10300 Torre Avenue �,,t 9ss Cupertino, CA 95014 CUPERTINO 408-777-3200 NO. 000057497 THIS AGREEMENT, made and entered into this 12th day of March 2012, is by and between the CITY OF CUPERTINO (Hereinafter "CITY") and David J Powers & Associates, Inc., Hereinafter "CONTRACTOR"), in consideration of their mutual covenants, the parties agree as follows: CONTRACTOR shall provide or furnish the following specified services and/or materials: Budget Amendment#3 for the Preparation of an Addendum to the 2008 Final Environmental Impact Report for the Main Street proiect. EXHIBITS: The following attached exhibits hereby are made part of this Agreement: Exhibit A. TERMS: The services and/or materials furnished under this Agreement shall commence on March 12, 2012 and shall be completed no later than AQril 17, 2012. COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: Current amendment amount of$14,345.00 for a total agreement amount of$91,645.00 California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess of$1,000.00. GENERAL TERMS AND CONDITIONS Hold Harmless. Contractor agrees to save and hold harmless the City, its officers, agents and employees from any and all damage and liability due to negligence, errors and omissions, including all costs of defending any claim, caused by or arising out of the performance of this Agreement. City shall not be liable for acts of Contractor in performing services described herein. Subcontracting. Contractor has been retained due to their unique skills and Contractor may not substitute another, assign or transfer any rights or obligations under this Agreement. Unless prior written consent from City is obtained, only those people whose names are listed this Agreement shall be used in the performance of this Agreement. Assignment. Contractor may not assign or transfer this Agreement, without prior written consent of CITY. Page 1 of 3 Short Form Agreement Insurance. Contractor shall file with City a Certificate of Insurance consistent with the following requirements Coverage: Contractor shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $1,000,0C)0 each occurrence $2,000,0C)0 aggregate - all other Property Damage: $500,000 each occurrence $1,000,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $2,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automobile liability coverage in the following minimum limits: Bodily injury: $500,000 each occurrence Property Damage: $500,000 each occurrence or Combined Single Limit: $1,000,000 each occurrence Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Termination of Agreement. The City reserves the right to terminate this Agreement with a seven (7)-day notice. The Contractor may terminate this Agreement with a seven (7)-day written notice. Non-Discrimination. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion, gender or sexual orientation of such person Interest of Contractor. It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this Agreement. Contractor certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City. City shall have no right of control as to the manner Contractor performs the services to be performed. Nevertheless, City may, at any time, observe the manner in which such services are being performed by the contractor. Page 2 of 3 Short Form Agreement The Contractor shall comply with all applicable Federal, State, and local laws and ordinances including, but not limited to, unemployment insurance benefits, FICA laws, and the City business license ordinance. Changes. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall be: NAME:Aki Honda Snelling, Senior Planner DEPARTMENT:Community Development This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. CONTRACTOR: .3 By Gary Chao Title 'reS1 t Pik- Title: City Planner J Soc. Sec. # or Tax I.D ( APPROVALS /J EXPENDITURE DISTRIBUTION DEPARTMENT HEAD 4f af.„, DATE / / ACCOUNT NUMBFR AMOUNT Aarti Shrivastava '// a3 , P yL 110-2211, BS I co 3 4-1 $14,345.00 CITY ATTORNEY APP VE AST FORM DATE Prior receipts: BS 15196,$61,530.00; BS 15767, � 3/2 4 �!a $3,100;BS 15925,$11,560,BS15968,$1,110.00 Page 3 of 3 Short Form Agreement EXHIBIT A man DAVIII J. POWERS & ASS • CIATES, INC. ®® 0 March 12, 2012 Aki Honda Snelling, AICP Senior Planner Community Development Department City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 RE: Main Street Cupertino Phase Two: Addendum—Contract Amendment 3 Sent via email to: AkiH(&cupertino.org Dear Ms. Snelling: We are submitting this revised request for a contract amendment to our existing agreement for the 2012 Main Street Cupertino project(Phase Two)based on recent discussions with City Staff. This contract amendment covers completion of additional technical analysis for the Addendum including: a) updating the construction air quality health risk assessment and b)completing additional traffic sensitivity analysis for increased restaurant area within the retail component of the project. Since completion of the construction air quality health risk assessment,the applicant provided revised soil excavation amounts. As a result,we are requesting additional budget to update the construction air quality health risk assessment by Illingworth&Rodkin to reflect the projected excavation and truck off-haul. The traffic and parking analyses for the project were completed in late February and early March, consistent with the assumptions for the 2008 project(which assumed approximately 10 percent of the proposed retail uses on-site would be restaurant uses). The applicant has recently indicated that up to 59,000 square feet of restaurant uses may occur under each project scheme,which is greater than the 10 percent assumed in the completed traffic and parking analyses. To analyze the transportation implications of this recent change in the project description,Fehr&Peers will: 1. Prepare a trip generation analysis to determine how the additional restaurant square footage on-site would affect the peak hour and daily trip generation for the project(i.e., 2012 schemes la, lb, 1 d, 2a, and 2b). Since restaurant uses generate approximately twice as many trips as regular retail, it is anticipated that this change would increase peak hour and daily trip generation compared to what has been already analyzed. JO' David J. Powers&Associates,Inc.is a Certified Green Business•Please Recycle 1871 The Alameda• Suite 200 • San Jose,CA 95126 Green Business Tel:408-248-3500 • Fax:408-248-9641 •www.davidjpowers.com Santa Clan County 2 2. Develop one reduced land use scheme based on the results of the trip generation sensitivity analysis. The identified reduced land use scheme will generate peak hour and daily vehicle trips that are equal to or less than one of the schemes previously evaluated in the traffic analysis. Land uses likely to be reduced in scale to off-set the increase in restaurant square footage include office,market-rate housing, and/or athletic club uses. 3. Revise the parking analysis based on current parking supply numbers and the possibility that parking garage 2 is reserved for only office uses in all five 2012 project schemes. The revised parking analysis will also include a shared parking analysis that assumes 59,000 square feet of the retail uses proposed are restaurant uses under the one reduced land use scheme developed as a park of Task 2 above;. This contract amendment includes DJP&A hours to review the additional technical work, as well as DJP&A time for additional coordination and revisions to the Addendum resulting from recent project description changes. We are requesting an amendment to our existing agreement for Phase Two(Addendum Preparation) for an additional $14,345 to cover the above described work. This would increase our total contract amount for Phase Two from $77,300 to$91,645. Our work would be billed on a time and materials basis, in accordance with the attached fee schedule and as outlined below. If we do not need all the time that has been budgeted,we will only charge for the time that we have actually spent completing the work. Phase Two: Preparation of Addendum Existing Agreement 0057497 $77,300 Contract Amendment Request $14,345 David J. Powers& Associates—coordination with. City Staff and subconsultants, review of subconsultant analyses I;assumes 25 Project Manager hours and 15 Principal Project Manager hours, $5.950) Subconsultants* - Illingworth& Rodkin—updated construction health risk assessment($920) - Fehr& Peers—trip generation study and parking analysis($7,475) Total w/Contract Amendment $91,645 Note: * Subconsultant costs include our standard 15 percent administration fee. David J.Powers&Associates, Inc.is a Certified Green Business•Please Recycle 1871 The Alameda• Suite 200 • San Jose,CA 95126 Green Business Tel:408-248-3500 •Fax:408-248-9641 •www.davidjpowers.com smu ch.Comfy 3 OPTIMUM SCHEDULE DJP&A proposes the following optimum schedule for preparation of the Addendum. DJP&A can commit to maintaining the schedule in the areas which are within our control. Completion of the Addendum is based upon receipt of all necessary project information, as outlined in the schedule below. Delays in receiving requested information or responses by others will result in at least day- for-day delays in the overall schedule. Substantial changes in the project description made after work on the Addendum has begun, including proposed land uses, number of units, commercial square footage, number of parking spaces, etc.,would also result in delay while the document is rewritten. Duration Time Estimated Task/Product Date of of Task Elapsed Completion DJP&A receives approval of this contract amendment 1 day 1 day 3/12/12 DJP&A subconsultants complete additional air quality and traffic analyses outlined in this contract amendment 3 days 3 days 3/14/12 DJP&A completes Administrative Draft Addendum.on 2012 Schemes ld and 2b after receiving completed technical reports and provides to City for review 3 days 6 days 3/19/12 City completes review of Administrative Draft Addendum and provides comments to DJP&A; DJP&A finalizes Addendum based on City comments 3 days 9 days 3/22/12 TOTAL +/-9 days Please call Kristy Weis or Nora Monette if you have any questions or need additional information. If this contract amendment is acceptable to you, a dated countersigned copy of this amendment to our agreement,returned to us will serve as our authorization to proceed and our binding legal agreement for the services described. Sincerely, APPROVED AND AUTHORIZED BY THE CITY OF CUPERTINO: a/A1,.. .Crta-der Judy Shanley (signature) President (printed name) (date) jet- David J.Powers&Associates,Inc.is a Certified Green Business•Please Recycle 1871 The Alameda• Suite 200 • San Jose,CA 95126 Green Business Tel:408-248-3500 •Fax:408-248-9641 •www.davidjpowers.com Santa Claw county ' ' DAVIL) J. POWERS ® s n & ASSOCIATES, INC. Charge Rate Schedule SENIOR PRINCIPAL $250.00 PER HOUR PRINCIPAL PROJECT MANAGER $ 220.00 PER HOUR SENIOR ENVIRONMENTAL SPECIALIST $ 195.00 PER HOUR SENIOR PROJECT MANAGER $ 175.00 PER HOUR ENVIRONMENTAL SPECIALIST $ 160.00 PER HOUR PROJECT MANAGER $ 150.00 PER HOUR ASSOCIATE PROJECT MANAGER $ 135.00 PER HOUR ASSISTANT PROJECT MANAGER $ 110.00 PER HOUR RESEARCHER $ 95.00 PER HOUR DRAFTSPERSON/GRAPHIC ARTIST $ 85.00 PER HOUR DOCUMENT PROCESSOR/QUALITY CONTROL $ 85.00 PER HOUR ADMINISTRATIVE MANAGER $ 85.00 PER HOUR OFFICE SUPPORT $ 70.00 PER HOUR MATERIALS, OUTSIDE SERVICES AND SUBCONSULTANTS INCLUDE A 15% ADMINISTRATION FEE. MILEAGE WILL BE CHARGED PER THE CURRENT IRS STANDARD MILEAGE RATE AT THE TIME COSTS OCCUR. SUBJECT TO REVISION JULY 2012 1 David J.Powers&Associates,Inc.provides regular,clear and accurate invoices as the work on this project proceeds,in accordance with normal company billing procedures. The cost estimate prepared for this project does not include special accounting or bookkeeping procedures,nor does it include preparation of extraordinary or unique statements or invoices. If a special invoice or accounting process is requested,the service can be provided on a time and materials basis. JO" David J.Powers&Associates,Inc.is a Certified Green Business• Please Recycle 1871 The Alameda• Suite 200 • San Jose,CA 95126 Green Business Tel:408-248-3500 • Fax:408-248-9641 •www.davidjpowers.com Santa Clan Camay CITY OF CUPERTINO RECEIPT NUMBER: BS000016347 RECEIVED BY: TRACIC PAYOR: 500 FORBES LLC TODAY'S DATE: 03/23/12 REGISTER DATE: 03/23/12 TIME: 10 : 04 2 REFUNDABLE DEPOSIT MAIN ST DJP 3RD AMENDMENT $14,345. 00 MISC REVENUE 10% CONTRACT ADMIN FEE $1,434 .50 TOTAL DUE: $15,779.50 CHECK $15, 779.50 :REF NUM: 000241 TENDERED CHANGE $15, 779.50 $.00 CITY OF AGREEMENT tb-)1/ CITY OF CUPERTINO Ds� 10300 Torre Avenue b3 Cu 4081777 200014 NO. � - /, CUPERTINO .\/ .I / T! BY THIS AGREEMENT, ma•e and entered into this 1st day of November, 2011, by and between the CITY OF CUPERTINO (Hereinafter referred to as CITY) and David J Powers&Associates, Inc Address City SAN JOSE Zip 95126 Phone 408.248.3500 (Hereinafter referred as CONTRACTOR), in consideration of their mutual covenants, the parties hereto agree as follows: CONTRACTOR shall provide or furnish the following specified services and/or materials: Prepare Addendum to the 2008 Final EIR for the revised Main Street Cupertino project. EXHIBITS: The following attached exhibits hereby are made part of this Agreement: EXHIBIT A TERMS: The services and/or materials furnished under this Agreement shall commence on 11-1-2011 and shall be completed before 2-29-2012. COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: $61,530.00 GENERAL TERMS AND CONDITIONS Hold Harmless Contractor agrees to save and hold harmless the City, its officers, agents and employees from any and all damage and liability due to negligence, errors and omissions, including all costs of defending any claim, caused by or arising out of the performance of this Agreement. City shall not be liable for acts of Contractor in performing services described herein. Insurance Should the City require evidence of insurability, Contractor shall file with City a Certificate of Insurance before commencing any services under this Agreement. Said Certificate shall be subject to the approval of City's Director of Administrative Services. Non-Discrimination No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion or sex of such person. Interest of Contractor It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this agreement. Contractor certifies, that no one who has or will have any financial interest under this Agreement is an officer or employee of City. Changes This Agreement shall not be assigned or transferred without the written consent of the City. No changes or variations of any kind are authorized without the written consent of the City. 1/410 CONTRACT CO-ORDINATOR and representative for CITY shall be: 1 I I} NAME Aki Honda Snelling, Senior Planner DEPARTMENT COMMUNITY DEVELOPMENT This Agreement shall become effective upon its execution by CITY, in witness thereof; the parties have executed this Agreement the day and year first written above. CONTRACTOR: CITY OF CUPERTINO: i By ., By GARY CHAD/ Title (leo- OvidJ•9 S4ASSDC •I►nC.. Title CITY PLAN App- Tax ID/Soc. Sec. # APPROVALS EXPENDITURE DISTRIBUTION DEPARTMENT HEAD ((MOW DATE _ACCOUNT NUMBER AMOUNT AARTISHRI1/ TAVA - �'�'��C 10�/!/ BS 15196, 110 4211 $61,530.00 CI LERK DATE / /� _.41t " <<� 1177/11 7/1I ,--�., �/16/ll CITY OF CUPERTINO RECEIPT NUMBER: BS000015196 RECEIVED BY: TRACIC PAYOR: 500 FORBES LLC TODAY'S DATE: 10/31/11 REGISTER DATE: 10/31/11 TIME: 15:43 2 REFUNDABLE DEPOSIT DJ&P - MAIN ST $61,530.00 MISC REVENUE 10% ADMIN FEE $6, 153 . 00 TOTAL DUE: $67, 683 . 00 CHECK $67, 683 .00 REF NUM: 000213 TENDERED CHANGE $67, 683 .00 $. 00 EXHIBIT A ©o© DAVID J. POWERS •U® & ASSOCIATES, INC. LJ $$ October 21,2011 Aki Honda Snelling,AICP Senior Planner Community Development Department City of Cupertino 10300 Torre Avenue Cupertino,CA 95014 RE: Scope of Work to Prepare an Addendum for the Main Street Cupertino Project Sent via email to: AkiH( ),cupertino.org Dear Ms. Snelling: David J. Powers and Associates(DJP&A)is pleased to offer this scope of work for environmental consulting services and the preparation of an Addendum for the proposed revisions to the mixed-use Main Street Cupertino project in the City of Cupertino. In 2008,DJP&A assisted the City in completing a Final Environmental Impact Report for the Main Street Cupertino project(2008 Final EIR). The 2008 Final EIR analyzed two project schemes. The developer, Sand Hill Property Company, is now considering modifications to the project schemes analyzed in the 2008 Final EIR. Based upon preliminary trip generation studies for the proposed modifications, overall traffic volumes would be reduced compared to those analyzed in the 2008 Final EIR,except for some movements during the AM peak hour period. The developer has requested that additional analysis be completed to determine if the additional traffic would result in a new environmental impact and if, so,what refinements of the uses could avoid a new transportation impact. Based upon our current understanding of the project schemes, it is believed that the project revisions could avoid any new significant adverse environmental impacts that were not addressed in the 2008 Final EIR, and that all appropriate mitigation and avoidance measures will be incorporated into the project to reduce any new impacts to a less than signiificant level. Therefore,the proposed project revisions appears eligible for an Addendum to the 2008 Final EIR.' 'This scope of work does not cover preparation of a Supplemental Environmental Impact Report. David J.Powers&Associates,Inc.is a Certified Green Business 1871 The Alameda• Suite 200•San Jose,CA 95126 Green Business Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com s...��. JP Attached is a scope of work that describes the main issues to be discussed in the Addendum, and the estimated schedule and cost for completion of the Addendum. Our work will be billed on a time and materials basis, in accordance with the attached fee schedule(refer to Attachment A). If we do not need all the staff hours/cost requested,we will only charge you for the time that we actually spend completing the work. If this proposal is acceptable to the City, it can be attached as a scope of work to the City's standard consultant agreement. We appreciate your consideration of our firm for this work and look forward to working with you on this project. Please contact me or Nora Monette if you have any questions about this proposal or need any additional information. Sincerely, f<6#114:4' Kristy Weis Project Manager /attachments David J.Powers&Associates,Inc.is a Certified Green Business 1871 The Alameda•Suite 200•San Jose,CA 95126 Green Business Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com Clara County 1P 131311 DAVID J. POWERS MOE +& ASSOCIATES INC. DAVID J. POWERS & ASSOCIATES Scope of Work to Prepare An Addendum for the Main Street Cupertino Project As a part of project refinement, an update of the level of service analysis in the 2008 transportation impact analysis for the Main Street Cupertino Project:will be completed. The proposed revisions to the two development schemes analyzed in the 2008 Final EIR for the Main Street Cupertino Project (2008 Final EIR)may be modified further in the event a new or substantially greater impact is identified. Subsequent environmental review would be completed on up to two development schemes approved by the project applicant that would not have greater transportation impacts than those previously evaluated. David J. Powers&Associates(DJP&A)will prepare an Addendum to the 2008 Final EIR in accordance with the California Environmental Quality Act(CEQA)and City of Cupertino standards. The Addendum will provide an objective determination of the environmental impacts that could result from the proposed revisions to project. This scope of work assumes that no significant environmental impacts are identified by the Addendum that cannot be mitigated to a less than significant level. The specific tasks included in this scope of work are outlined below. PREPARATION OF ADMINISTRATIVE DRAFT ADDENDUM The Addendum will include an introduction, project description,discussion of consistency with applicable plans and policies, and a section describing the environmental setting that includes the CEQA checklist and explanation of project effects arid mitigation, as described below. Introduction An introduction will provide background on the proposed project revisions and previous environmental review for mixed-use development on the Main Street site. The purpose and requirements for an Addendum to an EIR under CEQA will be discussed. Project Description Based on information provided to DJP&A by the City/project applicant,the Addendum will provide detailed description of the proposed modifications to the 2008 project schemes, including the physical characteristics(grading and drainage, setbacks, lot layout,percentage of site coverage, landscaping and hardscape, circulation, etc.)of the development. This section will also discuss whether or not the proposed project is consistent with applicable land use controls, and will include a list of the necessary discretionary actions. Maps and graphics will be provided to illustrate the text. 4 David J.Powers&Associates,Inc.is a Certified Green Business Green Business 1871 The Alameda• Suite 200• San Jose,CA 95126 Santana'.Corr, Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com 2 Table 1 below outlines the currently proposed modifications to the 2008 project. Summary of Development Schemes Proposed Uses Athletic Senior Market- On-Site Retail Office Hotel Housing Rate Club Parking (sfl (sf) (sfl (units) Condos (rooms) (stalls) 2008 EIR Scheme 1 150,000 145,000 100,000 160 --- 150 1,520 2008 EIR Scheme 2 146,500 --- 205,000 160 --- 250 1,830 2011 Scheme la 69,700 60,000 292,006 143 --- 180 1,935 2011 Scheme lb 78,700 60,000 292,006 143 --- 180 1,935 2011 Scheme 2a 83,200 - 292,006 143 120 180 1,963 2011 Scheme 2b 92,200 --- 292,006' 143 120 180 1,963 Note: sf=square footage, ac=acres Consistency with Plans and Policies Throughout the Addendum, in relevant sections,discussions of the proposed project's consistency with the Cupertino General Plan,Heart of the City Specific Plan,Municipal Regional Permit, and other applicable plans and policies will be included. Environmental Setting and CEOA Checklist and Mitigations The Addendum will be divided into subsections for each subject area, such as land use, transportation, air quality, and greenhouse gas emissions. The subsections will be formatted to include a description of the existing environmental setting followed by the relevant CEQA checklist section with a discussion of any question that is not answered"no new impact." The sources of information for determining impacts will be identified. We anticipate that the environmental issues requiring supplemental technical analysis for the project are:transportation,air quality,greenhouse gas emissions, and schools. These are described below. Transportation Recently,a trip generation study was completed for 2011 schemes 1 a and 2a. The results of the study found that both these schemes would result in lower PM peak hour and daily trips,however, the schemes would result in greater AM peak hour trips than the 2008 schemes. In order to determine whether the proposed 2011 schemes would result in new or greater significant impacts than disclosed in the 2008 Final EIR,Fehr&Peers will update the 2008 traffic study with the proposed scheme modifications outlined in the table above. If new or greater significant impacts are identified,Fehr&Peers will identify potential land use changes to eliminate the impacts. David J.Powers&Associates,Inc.is a Certified Green Business 1871 The Alameda•Suite 200•San Jose,CA 95126 Green Busy ineess Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com 3 Updating the 2008 traffic study for the proposed 201 l scheme modifications includes: 1. Preparing a trip generation study (already completed for two of the four 2011 schemes)and assigning the trips to the roadway system; 2. Updating the 2008 study intersection analysis to evaluate the proposed 2011 schemes. The same study intersections and freeway segments analyzed in 2008 will be analyzed for the 2011 schemes. The level of service analysis will evaluate Background Plus Project and Cumulative Plus Project conditions. 3. Identifying significant impacts and mitigation measures. If new or greater significant impacts are identified,Fehr&Peers will identify potential land use changes to eliminate the added impacts. This scope assumes that after the results of the updated traffic study are known,the City/project applicant will select the project modifications the City/project applicant would like to move forward with. After the selected 2011 modifications/schemes have been confirmed with the air quality and greenhouse gas supplemental analysis(described below),Fehr&Peers will complete an updated trip generation study(if needed)and an updated report on impacts to transit,bicycle,and pedestrian facilities; site access, local circulation,and neighborhood traffic; and parking. Air Quality Since the 2008 Final EIR,the Bay Area Air Quality Management District(BAAQMD)has updated its methodology and modeling for criteria air pollutants,and requires analysis of construction emissions and the health risks of construction emissions on nearby sensitive receptors(i.e., residences to the west of the project site). This scope of work includes supplemental air quality analysis to be completed by Illingworth&Rodkin, Irc. and would include the following: • Calculating operational emissions; • Calculating construction emissions; • Conducting a health risk screening modeling of construction diesel particulate matter emissions; and • Identifying toxic air contaminant impacts from existing sources(including I-280 and Stevens Creek Boulevard)using BAAQMD's screening tools. Since the methodology and modeling for air quality emissions has changed since 2008,the emissions for the 2008 schemes need to be recalculated to allow for a meaningful comparison of impacts. The emissions for the 2011 modification will be calculated and compared to the emissions for the 2008 schemes. If the 2011 modifications result in greater emissions/risks than the 2008 schemes, Illingworth&Rodkin, Inc. will identify potential land use changes to eliminate the increase and/or work with the project applicant to refine the construction phasing. David J.Powers&Associates,Inc.is a Certified Green Business Green Business 1871 The Alameda•Suite 200•San Jose,CA 95126 Sum a,,,Quay Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com 4 Greenhouse Gas Emissions Based on the selected 2011 modifications from the City/project applicant after the results of the traffic study are known, greenhouse gas emissions associated with each scheme will be calculated by Illingworth&Rodkin, Inc. for the 2011 modifications. The estimated greenhouse gas emissions from the 2011 modifications will be compared to the emissions from the 2008 schemes. If the 2011 modifications result in greater greenhouse emissions than the 2008 schemes,Illingworth&Rodkin, Inc. will identify potential land use changes to eliminate the increase in emissions. This scope of work assumes that the City of Cupertino is in agreement with the qualitative approach used in the 2008 Final EIR in determining the significance of the project's greenhouse gas emissions. Public Service(Schools) The proposed 2011 schemes 2a and 2b include apartment units. This scope of work assumes that a school impact analysis will be completed under separate contract to the City and provided to DJP&A for use in the Addendum. Other Sections Other sections, including land use, aesthetics, biological resources,cultural resources,geology and soils,hazards and hazardous materials,hydrology and water quality,noise,population and housing, public services(which would include the discussion of the project's impacts on local schools), recreation,and utilities and service systems,will be based upon existing available information, any updated information provided by the project applicant,and will reflect constraints and mitigations identified in the 2008 Final EIR. REVISIONS TO ADDENDUM DJP&A will provide up to five hard copies of the Addendum in Administrative Draft form to the City staff for review and comment. Revisions will be made to the Administrative Draft Addendum, based on comments received from City staff. An electronic"Screencheck"of the Addendum will be sent to the City for its final review. After finalizing the Addendum,DJP&A will provide up to 25 hard copies and an electronic copy in PDF to the City for its use. MEETINGS This scope of work includes attendance by DJP&A at up to three public hearings/meetings and attendance of Fehr&Peers at one meeting. DJP&A and DJP&A subconsultants can attend additional meetings/hearings on a time and materials basis upon the City's approval. David J.Powers&Associates,Inc.is a Certified Green Business 1871 The Alameda• Suite 200•San Jose,CA 95126 Green Business Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com Semi Clan Gang 5 OPTIMUM SCHEDULE DJP&A proposes the following optimum schedule for preparation of the Addendum. DJP&A can commit to maintaining the schedule in the areas which are within our control. Completion of the Addendum,as described in the schedule below, is based upon receipt of all necessary project information upon receiving authorization to proceed. Delays in receiving requested information or responses by others will result in at least day-for-day delays in the overall schedule. Substantial changes in the project description made after work on the Addendum has begun, including proposed land uses,number of units, commercial square footage, number of parking spaces, etc.,would also result in delay while the document is rewritten. Duration of Time Task/Product Task Elapsed DJP&A receives authorization to proceed --- --- School impact analysis is completed and provided to DJP&A 2.5 weeks 2.5 weeks Updated traffic report on impacts,mitigation,and potential land use changes is completed 2-3 weeks* 3 weeks* Project Applicant selects 2011 modifications to proceed with and provides: - Construction phasing details - Any green building measures proposed(e.g.,percent efficiency above Title 24, solar panels,cool roofs,etc.) 1 week 4 weeks Air quality and GHG emissions analysis completed 2 week 6 weeks Project Applicant selects final 2011 modifications to proceed with and provides: - conceptual site plan of final modifications, including parking spaces provided and elevations - amount of pervious and impervious surfaces - list of BMPs proposed to conform to the NPDES permit(e.g.,LID techniques) 1 week 7 weeks Updated trip generation study(if required)and updated traffic study on impacts to transit,bike,and pedestrian facilities; site access,local circulation,and neighborhood traffic;and parking completed 1 week 8 weeks DJP&A completes Administrative Draft Addendum after receiving completed technical reports and provides to City for review 2 weeks 10 weeks City completes review of Administrative Draft Addendum and provides comments to DJP&A 1 week 11 weeks DJP&A revises Addendum and provides"Screencheck"to the City for final review 1 week 12 weeks City reviews Screencheck and provides DJP&A with:final comments 1 week 13 weeks DJP&A finalizes Addendum based on City comments 1 week 14 weeks TOTAL +/- 14 weeks Note: *Fehr&Peers will be able to complete the updated traffic impacts,mitigation,and potential land use changes in two weeks for an additional fee of$4,600. David J.Powers&Associates,Inc.is a Certified Green Business Green Business 1871 The Alameda Suite 200• San Jose,CA 95126 Seat:Ws[a,,., Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com 6 COST We anticipate that the cost to complete the Addendum will not exceed$56,930, including the cost of the updated traffic study and the air quality/greenhouse gas analysis. If the project applicant would like to expedite the traffic study on impacts,mitigation,and potential land use changes,the additional fee for Fehr&Peers for this is $4,600. With the expedition fee,the total cost to complete the Addendum would be$61,530. Our work would be billed on a time and materials basis, in accordance with the attached fee schedule and as outlined below. If we do not need all the time that has been budgeted, we will only charge you for the time that we have actually spent completing the work. This scope of work assumes that there will be no further issues arising that would require any additional technical analysis or documentation. In tha event that additional technical analysis is required,we can complete that work on a time and materials basis,upon your authorization. Task Estimated Cost David J. Powers&Associates • Preparation of the Addendum,meetings, and $25,050 coordination • Reimbursables(printing and travel)" $1,175 Subconsultants* • Fehr&Peers - Updated traffic study on impacts,mitigation, $15,180 and potential land use changes - Updated trip generation study(if required) $1,725 - Updated traffic study on impacts to transit, $5,750 bike, and pedestrian facilities; site access, local circulation,and neighborhood traffic; and parking • Illingworth&Rodkin, Inc. - Supplemental air quality and greenhouse gas $8,050 emissions analysis TOTAL $56,930 Optional Task* - Fehr&Peers—expedition fee for traffic $4,600 study on impacts,mitigation, and potential land use changes TOTAL with Optional Task I $61,530 Note: *All subconsultant and reimbursable costs include our standard 15 percent administrative fee. David J.Powers&Associates,Inc.is a Certified Green Business 1871 The Alameda Suite 200• San Jose,CA 95126 G r e e n Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com Santa 7 ATTACHMENT A Charge Rate Schedule2 SENIOR PRINCIPAL $250.00 PER HOUR PRINCIPAL PROJECT MANAGER $220.00 PER HOUR SENIOR ENVIRONMENTAL SPECIALIST $ 195.00 PER HOUR SENIOR PROJECT MANAGER $ 175.00 PER HOUR ENVIRONMENTAL SPECIALIST $ 160.00 PER HOUR PROJECT MANAGER $ 150.00 PER HOUR ASSOCIATE PROJECT MANAGER $ 135.00 PER HOUR ASSISTANT PROJECT MANAGER $ 110.00 PER HOUR RESEARCHER $95.00 PER HOUR DRAFTSPERSON/GRAPHIC ARTIST $ 85.00 PER HOUR DOCUMENT PROCESSOR/QUALITY CONTROL $ 85.00 PER HOUR ADMINISTRATIVE MANAGER $ 85.00 PER HOUR OFFICE SUPPORT $ 70.00 PER HOUR MATERIALS,OUTSIDE SERVICES AND SUBCONSULTANTS INCLUDE A 15% ADMINISTRATION FEE. MILEAGE WILL BE CHARGED PER THE CURRENT IRS STANDARD MILEAGE RATE AT THE TIME COSTS OCCUR. SUBJECT TO REVISION JANUARY 2012 2 David J.Powers&Associates,Inc.provides regular,clear and accurate invoices as the work on this project proceeds,in accordance with normal company billing procedures. The cost estimate prepared for this project does not include special accounting or bookkeeping procedures,nor does it include preparation of extraordinary or unique statements or invoices. If a special invoice or accounting process is requested,the service can be provided on a time and materials basis. David J.Powers&Associates,Inc.is a Certified Green Business 1871 The Alameda• Suite 200•San Jose,CA 95126 G r e e n Tel:408-248-3500•Fax: 408-248-9641 •www.davidjpowers.com OFFICE OF THE CITY CLERK CITY HALL TORRE AVENUE •CUPERTINO,TO , CA 95014-3255 <4, 94,r TELEPHONE: (408)777-3223• FAX: (408) 777-3366 CU P E RT I N O WEBSITE:www.cuper:ino.org September 24, 2012 David J. Powers & Associates, Inc. Re: Budget Amendment # 7 for the Preparation of an Addendum to the Final Environmental Impact Report for Main Street Project A fully executed copy of your agreement with the City of Cupertino is enclosed. If you have any questions or need additional information, please contact the Planning Department at(408) 777- 3308. Sincerely, ilk Brittany Morales-i - CITY OF AGREEMENT (Amendment #7) CITY OF CUPERTINO 10300 Torre Avenue Cupertino. CA 95014 �1/- ��`� CUPERTINO 408-777-3200 NO. ee005797— THIS AGREEMENT, made and entered into this 31st day of August is by and between Hereinafter "CONTRACTOR"), in consideration of their mutual covenants, the parties agree as follows: CONTRACTOR shall provide or furnish the following specified services and/or materials:.Budget Amendment #7 for the Preparation of an Addendum to the Final Environmental Impact Report for the Main Street project. EXHIBITS: The following attached exhibits hereby are made part of this Agreement: Exhibit A. TERM: The services and/or materials furnished under this Agreement shall commence on August 31St, 2012 and shall be completed no later than March 29th, 2013 . COMPENSATION: For the full performance of this Agreement, CITY shall pay CONTRACTOR: Current amendment amount of$35,000 for a total agreement amount of$194,375. California Labor Code, Section 1771 requires the payment of prevailing wages to all workers employed on a Public Works contract in excess cf$1,000.00. GENERAL TERMS AND CONDITIONS Hold Harmless. Contractor shall, to the fullest extent allowed by law, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, stop notices, 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, arising out of, pertaining to, or related to the negligent performance of this Agreement by Contractor or Contractor's employees, officers, officials, agents or independent contractors. Contractor 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. 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. Subcontracting. Contractor has been retained due to their unique skills and Contractor may not substitute another, assign or transfer any rights or obligations under this Agreement. Unless prior written consent from City is obtained, only those people whose names are listed this Agreement shall be used in the performance of this Agreement. Assignment. Contractor may not assign or transfer this Agreement, without prior written consent of CITY. Insurance. Contractor shall file with City a Certificate of Insurance consistent with the following requirements Page 1 of 3 Short Form Agreement Coverage: Contractor shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of$1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limit: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least $1,000,000. Subrogation Waiver. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Contractor shall look solely to its insurance for recovery. Contractor hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Termination of Agreement. The City reserves the right to terminate this Agreement with or without cause with a seven (7)-day notice. The Contractor may terminate this Agreement with or without cause with a seven (7)-day written notice. Non-Discrimination. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, ancestry, religion, gender or sexual orientation of such person Interest of Contractor. It is understood and agreed that this Agreement is not a contract of employment in the sense that the relationship of master and servant exists between City and undersigned. At all times, Contractor shall be deemed to be an independent contractor and Contractor is not authorized to bind the City to any contracts or other obligations in executing this Agreement. Contractor certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of City. City shall have no right of control as to the manner Page 2 of 3 Short Form Agreement Contractor performs the services to be performed. Nevertheless, City may, at any time, observe the manner in which such services are being performed by the contractor. The Contractor shall comply with all applicable Federal, State, and local laws and ordinances including, but not limited to, unemployment insurance benefits, FICA laws, and the City business license ordinance. Changes. No changes or variations of any kind are authorized without the written consent of the City. CONTRACT CO-ORDINATOR and representative for CITY shall be: NAME: Gary Chao, City Planner DEPARTMENT: Community Development This Agreement shall become effective upon its execution by CITY, in witness thereof, the parties have executed this Agreement the day and year first written above. CONTRACTOR: CITY OF CUPERTINO: By Ge �r£'Sl v\-4- Title: City Planner Soc. Sec. #or Tax I.D APPROVALS EXPENDITURE DISTRIBUTION DEPART / DATE ACCOUNT NUMBER AMOUNT lea( % 09/0)12 $ CIT AT1 ORN Y PROVES AS TO FORM DATE / 1 • 9, L1h1l0 1/ d - ( (CLERK: ATTDAT � �� 1 ,� 17 ? ,I0�L Page 3 of 3 Short Form Agreement �® DAVID J. POWERS ® & ASSOCIATES, INC. August 22,2012 Aki Honda Snelling,AICP Senior Planner Community Development Department City of Cupertino 10300 Torre Avenue Cupertino,CA 95014 RE: Main Street Cupertino Phase Two: Second Addendum—Contract Amendment 7 Sent via email to: AkiH(uicupertino.org Dear Ms. Snelling: We are submitting this request for an amendment to our existing agreement for the 2012 Main Street Cupertino project(Phase Two)to prepare a Second Addendum to the 2009 Final Environmental Impact Report(EIR). The Second Addendum will evaluate the applicant's proposed modifications to the project evaluated in the 2009 Final EIR and subsequent May 2012 Addendum for the Main Street Cupertino project. The revised project includes 130,500 square feet of retail uses(of which 40 percent would be restaurant uses),260,000 square feet of office uses, 120 market-rate apartments,and a 180-room hotel. This contract amendment includes preparing the Second Addendum(including printing costs), completion of a trip generation study and level of service analysis by Fehr&Peers,and attendance at public meetings/hearings. A breakdown of the estimated cost is provided in the table below. Existing Budget $159,375 Contract Amendment Request 7 David J.Powers&Associates—Preparation of the Second Addendum, $27,950 coordination,meetings(1 ERC, 1 PC, 1 CC),and reimbursables (printing,travel)* $7,050 Subconsultant—Fehr&Peers—trip generation study and level of service check,meetings(1 ERC, 1 CC)* Total w/ContractAmendment $194,375 Note:*All reimbursables and subconsultant costs include our standard 15 percent administrative fee, 1 David J.Powers&Associates,Inc.is a Certified Green Business•Please Recycle 1871 The Alameda•Suite 200•San Jose,CA 95126 Green BUSinerou Tel:408-248-3500 •Fax:408-248-9641 •www.davidjpowers.com Imo On boar This contract amendment would increase our total contract amount for Phase Two from$1 59,375 to $194375,as outlined above. Our work will be billed on a time and materials basis, in accordance with the attached fee schedule, If we do not need all the staff hours/cost requested,we will only charge you for the time that we actually spend completing the work. If this amendment is acceptable to the City, a signed amendment to our existing agreement will serve as our binding legal agreement for the additional services described above and our authorization to invoice for this additional work. Please contact me if you have any questions about this proposal or need any additional information. Sincerely, • Kristy Weis Project Manager /attachment 2 David J.Powers&Associates,Inc.is a Certified Green Business•Please Recycle 1871 The Alameda•Suite 200•San Jost,CA 95126 Green Business Tel:408-248-3500•Fax:408-248-9641 •www.davidjpowers.com Wags.CaVnif ®0°o DAVID J. POWERS & ASSOCIATES INC . CHARGE RATE SCHEDULE SENIOR PRINCIPAL $250.00 PER HOUR PRINCIPAL PROJECT MANAGER $220.00 PER HOUR SENIOR ENVIRONMENTAL SPECIALIST $ 195.00 PER HOUR SENIOR PROJECT MANAGER $ 175.00 PER HOUR ENVIRONMENTAL SPECIALIST $ 160.00 PER HOUR PROJECT MANAGER $ 150.00 PER HOUR ASSOCIATE PROJECT MANAGER $ 135.00 PER HOUR ASSISTANT PROJECT MANAGER $ 110.00 PER HOUR RESEARCHER $95.00 PER HOUR DRAFTSPERSON/GRAPHIC ARTIST $85.00 PER HOUR DOCUMENT PROCESSOR/QUALITY CONTROL $85.00 PER HOUR ADMINISTRATIVE MANAGER $85.00 PER HOUR OFFICE SUPPORT $70.00 PER HOUR MATERIALS,OUTSIDE SERVICES AND SUBCONSULTANTS INCLUDE A 15% ADMINISTRATION FEE. MILEAGE WILL BE CHARGED PER THE CURRENT IRS STANDARD MILEAGE RATE AT THE TIME COSTS OCCUR. SUBJECT TO REVISION JANUARY 2013 David J.Powers&Associates,Inc.provides regular,clear and accurate invoices as the work on this project proceeds,in accordance with normal company billing procedures. The cost estimate prepared for this project does not include special accounting or bookkeeping procedures,nor does it include preparation of extraordinary or unique statements or invoices. If a special invoice or accounting process is requested,the service can be provided on a time and materials basis.