08-026, HNTB Corp.Mary Ave Footbridge
THE CITY OF CUPERTINO
FIRST AMENDMENT TO
AGREEMENT BETWEEN
THE CITY OF CUPERTINO
AND
HNTB CORPORATION
THIS FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT ("Agreement") is
dated this ly_~ day of Ma reh , 2008, in the City of Cupertino, State of California, by and between
HNTB Corporation, hereinafter referred to as ("Consultant") and CITY OF CUPERTINO, hereinafter referred to as
("City").
Recitals
WHEREAS, CITY and CONSULTANT desire to amend the AGREEMENT to modify the basic
agreement, scope of services, and increase the total compensation; and
WHEREAS, the CITY OF CUPERTINO desires to obtain professional consultant services for the Mary
Avenue Bicycle Pedestrian Bridge, (hereinafter, PROJECT); and
WHEREAS, City's rules and regulations authorize City to enter into agreements for professional temporary
services; and
WHEREAS, HNTB 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. Definitions
Unchanged. See Basic Agreement.
2. Term of Agreement
All work comprising the Services shall be deemed performed under this Agreement. This Agreement shall
conclude upon the completion of the Project. Services under this agreement are anticipated to commence on or
about August 21, 2007, and be completed June 30, 2009. Actual commence and completion dates are subject to
change by agreement of the parties to the Agreement.
3. Schedule of Performance
See Basic Agreement, Exhibit B of the original Agreement, and Exhibit B of this First Amendment.
4. Compensation
The compensation to be paid to CONSULTANT for professional services, reimbru•sable, and any
authorized additional services expenses shall not exceed ONE MILLION TWO HUNDRED THOUSAND
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First Amendment
AND 00/100 Dollars ($1,200,000.00). the rate and schedule of payment is set out in Exhibit C, entitled
"Compensation", which is attached hereto and incorporated herein.
5. Method of Payment
Unchanged. See Basic Agreement.
6. Independent Contractor
Unchanged. See Basic Agreement.
7. No Third Party Rights
Unchanged. See Basic Agreement,
8. Project Coordination
Unchanged. See Basic Agreement.
9. Assignability/ Sub consultants/ Employee
Unchanged. See Basic Agreement.
10. Indemnification
Unchanged. See Basic Agreement.
11. Insurance Requirements
Unchanged. See Basic Agreement.
12. Nondiscrimination
Unchanged. See Basic Agreement.
13. Termination
Unchanged. See Basic Agreement.
14. Governing Law
Unchanged. See Basic Agreement.
15. Compliance With Laws
Unchanged. See Basic Agreement.
16. Confidential Information
Unchanged. See Basic Agreement.
17. Ownership of Materials
Unchanged. See Basic Agreement
18. Waiver
Unchanged. See Basic Agreement.
19. Consultant's Boolcs and Records
Unchanged. See Basic Agreement.
20. Interest of Consultant
Unchanged. See Basic Agreement.
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First Amendment
21. Gifts
Unchanged. See Basic Agreement.
22. Notices
Unchanged. See Basic Agreement.
23. Venue
Unchanged. See Basic Agreement.
24. Agreement Binding/ Prior Agreements and Amendments
Unchanged. See Basic Agreement.
25. Costs and Attorneys Fees
Unchanged. See Basic Agreement.
26. Electronic Transmission of Information
Unchanged. See Basic Agreement.
27. Job Site Safety
Unchanged. See Basic Agreement.
28. Dispute Resolution
Unchanged. See Basic Agreement.
29. Right to Rely upon Information
Unchanged. See Basic Agreement.
30. Standard of Care
Unchanged. See Basic Agreement.
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First Amendment
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment the day first mentioned above.
APPR E TO FORM:
rles Kilian, City Counsel
Date: ~ - / ~-{-b8
"Ci "CITY OF CUPERTINO,
By:
David VV. Knapp, City Manager
Date: 3 . f Y , vg
Attest:
Kimberley Smith, City C k
Date: ~ -~ y -~
State of 6a~ifernm N~ ~o:_.~.
County of ~ Oz~~L
On d ~ D / m / y2 ~, before me,
~S rl NC.>•Ck.~VV-
Nota ublic, personally appeared
~ bey ~~ ~+1-c~wts~
known to me (or proved to me on the basis of
satisfactory evidence) to be the person (s) whose
name (s) is /are subscribed to the within instrument
and acknowledged to me that he /she /they executed the
same in his /her /their capacity (ies), and that by his /her /
their signature (s) on the instrument the person (s) or the
entity upon behalf of which the person (s) acted,
executed the inshument.
"Consultant" HNTB Corporation
~:
-~~e: ~'~'- 1~z`~cc"rJJtVIS~OV1
Date: _3- lo- C~F~
Tax. I.D. No.:
5 Penn Plaza, 6~' Floor
New York, NY 10001
WITNESS my hand and official seal.
C.~~tl~.
Sigi re f Notary P tc
MAl;Y ANN NEEDHAM
~~OiAriY 1=119~iC, STATE OE NEWYORK
No.u"NEa114160
C~!a~;~'~D !~ 1!F<*V YCR~{ COUNTY
iw ,.;in';.; ,,,.;,it, t?(i'lf?ES AUG. i6, 2008
Contract Amount: $1,200,000
P.O. # 032676
Account #: 428-9449-9300
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.
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EXHIBIT A
SCOPE OF SERVICES
First Amendment
CONSTRUCTION PHASE SUPPORT SERVICES
HNTB, as Engineer of Record, shall provide construction phase support services to the City of
Cupertino. Services shall include, but are not limited to, the following:
• Review and Respond to all Contractor Shop Drawings and Submittals
• Review and Respond to Contractor's Requests for Information
• Evaluate Contractor proposed Alternatives
• Prepare and Submit the Resident Engineer's File
• Provide Erection Engineering Services
• Provide a Bridge Maintenance Manual in Conformance with Caltrans
Requirements
• Provide Management, Consultation and Project Coordination Services
• Provide limited Shop Inspections and Field Visits
• Provide Record Drawings in compliance with Caltrans requirements upon
Project Completion of Project
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Exhibit A-1
EXHIBIT C
COMPENSATION
First Amendment
CONSULTANT shall be compensated on a Lump Sum Basis, in regular monthly
payments, not to exceed a total of ONE MILLION ONE HUNDRED FIFTY
THOUSAND AND 00/100 DOLLARS ($1,150,000).
Additional Services up to FIFTY THOUSAND AND 00/l00 DOLLARS ($50,000.00), if
authorized and executed by the City in the form of an Additional Services Directive
(ASD), shall be provided on a Time and Materials basis and in accordance with the rates
set forth in Exhibit D of this AGREEMENT.
The total Contract shall not exceed ONE MILLION TWO HUNDRED THOUSAND
AND 00/100 DOLLARS ($1,200,000.00).
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First Amendment
Exhibit C - 1
Exhibit D
Billing Rates and Reimbursable Expenses
First Amendment
Billing rates for each active CONSULTANT team member shall be provided as an
attachment to each Task Order, when CONSULTANT is asked to perform a Task Order
on a Time and Materials basis. Lump Sum services do not require the submission of
billing rates.
Invoices for Lump Sum services shall clearly indicate the type and quantity of services
provided and the percentage to which those services are complete and may also include
reimbursable expenses.
CONSULTANT will be entitled to a 2% mark up on Sub Consultant services.
Reimbursable expenses incurred as a part of this Basic Agreement shall be submitted to
CITY for reimbursement with typical backup documentation to enable verification, and
will be reimbursed from the fee stated in the Agreement.
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First Amendment
Exhibit D - 1