13-015 Siegel & Strain Architects, consultant services, McClellan Ranch Historic Structures assessment projectX45`' -9
•
January 9, 2014
Siegel & Strain Architects
1295591h Street
Emeryville, CA 94608
Attn: Burton Peek Edwards
OFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE • CUPERTINO, CA 95014 -3255
TELEPHONE: (408) 777 -3223 • FAX: (408) 777 -3366
WEBSITE: www.cupertino.org
Re: First Amendment to Consultant Services Agreement for McClellan Barn Evaluation and
Conceptual Renovation Plan Project
Enclosed is the fully executed copy of the above stated agreement with the City of Cupertino
which was omitted from our mailing dated January 7. If you have any questions or need
additional information, please contact -the Public Works Department at (408) 777 -3354.
Sincerely,
Kirsten Squarcia
Deputy City Clerk
Enclosure
cc Public Works
FIRST AMENDMENT TO CONSULTANT SERVICES AGREEMENT
BETWEEN THE CITY OF CUPERTINO AND SIEGEL & STRAIN ARCHITECTS
FOR CONSULTANT SERVICES FOR MCCLELLAN HISTORIC STRUCTURES
ASSESSMENT PROJECT
This 1St Amendment to the Consultant Services Agreement between the City of
Cupertino and Siegel & Strain Architects, for reference dated December 12, 2013 , is by
and between the CITY OF CUPERTINO,, a municipal corporation (hereinafter "City ")
and Siegel & Strain Architects, a California corporation whose address is 1295 591h
Street, Emeryville, CA 94608, (hereinafter "Consultant "), and is made with reference to
the following:
RECITALS:
A. On February 26, 2013, an agreement was entered into by and between City
and Siegel & Strain Architects (hereinafter "Agreement").
B. City and Siegel & Strain desire to modify the Agreement on the terms and
conditions set forth herein.
NOW, THEREFORE, it is mutually agreed by and between and undersigned
parties as follows:
1. Paragraph 1, Term of the Agreement is modified to read as follows:
The term of this Agreement shall commence on the date of the executed agreement and
shall terminate on June 30, 2014, unless terminate earlier as set forth herein.
read:
2. Exhibit B; Schedule of Performance first line shall also be modified to
CONSULTANT shall complete all work by June 30, 2014.
Except as expressly modified herein, all other terms and covenants set forth in
the Agreement shall remain the same and shall be in full force and effect.
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Amendment No. 1 Siegel & Strain Agreement - McClellan ranch Barn Evaluation & Conceptual Renovation Plan
P.O. No.: 00057971
IN WITNESS WHEREOF, the parties hereto have caused this modification of
Agreement to be executed.
CONSULTANT
Siegel & Strain Architects
CITY OF CUPERTINO
A Municipal Corporation
-
Timm Bor en, Director of Public Works
Title 7i�l/t,/ /Gi�f97�
Date �, ��� 7// 3
Date/4 015 -
Tax I.D. No.: 94- 3303965
1295 59th Street APPROVED AS TO FORM:
Emeryville, CA 94608
Phone: 510 -547 -8092
Carol Korade, City Attorney
ATTEST:
Grace Schmidt, City Clerk
No change in agreement amount with this Amendment
Contract Amount: $ 75,000.00
Account No.: 420 -9262 -9300
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Amendment No. 1 Siegel & Strain Agreement - McClellan Ranch Barn Evaluation & Conceptual Renovation Plan
OFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE - CUPERTINO, CA 95014 -3255
TELEPHONE: (408) 777 -c;223 • FAX: (408) 777 -3366
WEBSITE: www.cupertino.org
CUPERTINO
February 28, 2013
Siegel & Strain Architects
1295 59th Street
Emeryville, CA 94608
An original copy of your agreement with the City of Cupertino is enclosed. If you have any
questions or need additional information, please contact the Public Works department at (408)
777 -3354.
Sincerely,
t -4,
Brittany Care
Senior Office Assistant
City of Cupertino
Enclosure
cc: Public Works
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND SIEGEL & STRAIN
ARCHITECTS FOR CONSULTANT SERVICES FOR MCCLELLAN RANCH
HISTORIC STRUCTURES- ASSESSMENT PROJECT
THIS AGREEMENT, for reference dated ' C/V- 2 (0 , 2013, is by and between
CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City "), and,
Siegel & Strain Architects, a California corporation, whose address is 1295 59TH Street,
Emeryville, CA 94608; phone no. 510 - 547 -8092; e -mail: hsiegel @siegelstrain.com
__(�t er referred to as "Consultant "), and is made with reference to the following:
�3 RECITALS:
V
A. City is a municipal corporation duly organized and validly existing under
the laws of the State of California with the power to carry on its business as it is now
being conducted under the Constitution and the statutes of the State of California and
the Cupertino Municipal Code.
B. Consultant is specially trained, experienced and competent to perform
the special services which will be required by this Agreement; and
C. Consultant possesses the skill, experience, ability, background,
certification and knowledge to provide the services described in this Agreement on the
terms and conditions described herein.
D. City and Consultant desire to enter into an agreement for Architectural
services for the McClellan Ranch Historic Structures Assessment project upon the terms
and conditions herein.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM:
The term of this Agreement shall commence on the date of execution this
agreement is executed and shall terminate on August 31, 2013, unless terminated
earlier as set forth herein.
2. SERVICES TO BE PERFORMED:
Consultant shall perform each and every service set forth in Exhibit "A ". titled
"Scope of Services" which is attached hereto and incorporated herein by this reference.
3. SCHEDULE OF PERFOMRANCE_
The Services of Consultant are to be completed according to the schedule set out
in Exhibit B, titled "Schedule of Performance ", which is attached hereto and
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incorporated herein by this reference.
4. COMPENSATION TO CONSULTANT:
The maximum compensation to be paid to Consultant under this agreement shall
not exceed SEVENTY FIVE THOUSAND DOLLARS ($ 75,000). The rate of payment is
set out in Exhibit C, titled "Compensation ", which is attached hereto and incorporated
herein.
Consultant shall furnish to City a detailed statement of the work performed for
compensation during the term of this Agreement. Consultant may submit monthly
invoices for interim progress payments during the course of each phase, clearly stating
as a minimum the total Contract amount, amount paid to date, percent complete and
amount due.
5. TIME IS OF THE ESSENCE:
Consultant and City agree that time is of the essence regarding the performance
of this Agreement.
6. STANDARD OF CARE:
Consultant agrees to perform all services hereunder in a manner commensurate
with the prevailing standards of like professionals in the San Francisco Bay Area and
agrees that all services shall be performed by qualified and experienced personnel who
are not employed by the City nor have any contractual relationship with City.
7. INDEPENDENT PARTIES:
City and Consultant intend that the relationship between them created by this
Agreement is that of employer- independent contractor. The manner and means of
conducting the work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the express terms of this Agreement. No civil
service status or other right of employment will be acquired by virtue of Consultant's
services. None of the benefits provided by City to its employees, including but not
limited to, unemployment insurance, workers' compensation plans, vacation and sick
leave are available from City to Consultant, its employees or agents. Deductions shall
not be made for any state or federal taxes, FICA payments, PERS payments, or other
purposes normally associated with an employer- employee relationship from any fees
due Consultant. Payments of the above items, if required, are the responsibility of
Consultant.
8. IMMIGRATION REFORM AND CONTROL ACT (IRCA)•
Consultant assumes any and all responsibility for verifying the identity and
employment authorization of all of his/her employees performing work hereunder,
pursuant to all applicable IRCA or other federal or state rules and regulations.
Consultant shall indemnify and hold City harmless from and against any loss, damage,
liability, costs or expenses arising from any noncompliance of this provision by
Consultant.
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NON - DISCRIMINATION:
Consistent with City's policy that harassment and discrimination are
unacceptable employer /employee conduct, Consultant agrees that harassment or
discrimination directed toward a job applicant, a City employee, or a citizen by
Consultant or Consultant's employee or subcontractor on the basis of race, religious
creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy,
sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all
violations of this provision shall constitute a material breach of this Agreement.
9. PROTECT COORDINATION
CITY: Director of Public Works shall be representative of City for all purposes
under this Agreement. Carmen Lynaugh, Public Works Project Manager is hereby
designated as the Director of Public Works' designee and Project Manager, and shall
supervise the progress and execution of this Agreement.
CONSULTANT: Consultant shall assign a single Consultant Project Manager to
have overall responsibility for the progress and execution of this Agreement for
Consultant. Should circumstances or conditions subsequent to the execution of the
Agreement require a substitute Consultant Project Manager for any reason, the
Consultant Project Manager designee shall be subject to the prior written acceptance and
approval of the City Project Manager. The designated Consultant Project Manager shall
be Burton Edwards.
HOLD HARMLESS:
Indemnification:
A. Claims for Professional Liabili Where the law establishes a standard
of care for Consultant's professional services, and to the extent the Consultant
breaches or fails to meet such established standard of care, or is alleged to have
breached or failed to meet such standard of care, Consultant shall, to the fullest
extent allowed by law, with respect to all services performed in connection with
the Agreement, indemnify, defend, ,and hold harmless the City and its officers,
officials, agents, employees and volunteers from and against any and all liability,
claims, actions, causes of action or demands whatsoever against any of them,
including any injury to or death of any person or damage to property or other
liability of any nature, that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of Consultant or Consultant's employees,
officers, officials, agents or independent contractors. Consultant shall not be
obligated under this Agreement to indemnify City to the extent that the damage
is caused by the negligence or willful misconduct of City, its agents or
employees. Irrespective of any language to the contrary in this Agreement or
under applicable law, Consultant shall have no duty to provide or fund up -front
defense costs of City against unproven claims or allegations, but shall reimburse
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those reasonable attorneys' fees, expert fees and all other costs and fees of
litigation incurred by City that are caused by the negligence, recklessness or
willful misconduct of Consultant, its employees, agents and sub - consultants
(collectively, "Defense Costs "). However, Consultant shall provide its immediate
cooperation, at no additional cost to the City, to the City in defending such
claims. In the event City tenders a claim to Consultant for damages alleged to
arise out of, pertain to, or relate to the Consultant's negligence, recklessness or
intentional misconduct or for the reimbursement of Defense Costs, and the
parties are unable to mutually agree to a resolution, such issues shall be decided
by a single arbitrator, chosen by the parties, in accordance with the Construction
Industry Arbitration Rules of the American Arbitration Association then
obtaining unless the parties agree otherwise. This agreement to arbitrate shall be
specifically enforceable under the California Arbitration Act. The award
rendered by the arbitrator shall be final, and judgment may be entered upon it in
accordance with the applicable law in any court having jurisdiction thereof.
B. Claims for Other Liability. Consultant shall, to the fullest extent allowed
by law, with respect to all services performed in connection with the Agreement,
indemnify, defend, and hold harmless the City and its officers, officials, agents,
employees and volunteers against any and all liability, claims, actions, causes of
action or demands whatsoever from and against any of them, including any
injury to or death of any person or damage to property or other liability of any
nature, that arise out of, pertain to, or relate to the negligence, recklessness, or
willful misconduct of Consultant or Consultant's employees, officers, officials,
agents or independent contractors. Such costs and expenses shall include
reasonable attorneys' fees of counsel of City's choice, expert fees and all other
costs and fees of litigation. Consultant shall not be obligated under this
Agreement to indemnify City to the extent that the damage is caused by the sole
or active negligence or willful misconduct of City, its agents or employees.
C. Claims involving intellectual property. In addition to the obligations
set forth in (A) and (B) above, Consultant shall indemnify, defend, and hold the
City, its elected and appointed officers, employees, and volunteers, harmless
from and against any Claim in which a violation of intellectual property rights,
including but not limited to copyright or patent rights, is alleged that arises out
of, pertains to, or relates to Consultant's negligence, recklessness or willful
misconduct under this Agreement. Such costs and expenses shall include
reasonable attorneys' fees of counsel of City's choice, expert fees and all other
costs and fees of litigation.
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10,. INSURANCE:
On or before the commencement of the term of this Agreement, Consultant shall
furnish City with certificates showing the type, amount, class of operations covered,
effective dates and dates of expiration of insurance coverage in compliance with
paragraphs 12A, B, C, D and E. Such certificates or insurance policy, which do not limit
Consultant's indemnification, shall also contain substantially the following statement:
"Should any of the above insurance covered by this certificate be canceled before the
expiration date thereof, the insurer affording; coverage shall provide thirty (30) days'
advance written notice to the City of Cupertino by mail, Attention: City Manager." It is
agreed that Consultant shall maintain in force at all times during the performance of this
Agreement all appropriate coverage of insurance required by this Agreement with an
insurance company that is acceptable to City and licensed to do insurance business in
the State of California. Endorsements naming the City as additional insured shall be
submitted with the insurance certificates.
A. COVERAGE:
Consultant shall maintain the following insurance coverage:
(1) Workers' Compensation:
Statutory coverage as required by the State of California.
(2) Liabili :
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 Liabili-ty:
Professional liability insurance which includes coverage for the
professional negligent acts, errors and omissions of Consultant in
the amount of at least $1,000,000.
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B. SUBROGATION WAIVER:
Consultant agrees that in the event of loss due to any of the perils for which
he /she has agreed to provide comprehensive general and automotive liability insurance,
Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants
to City, on behalf of any insurer providing comprehensive general and automotive
liability insurance to either Consultant or City with respect to the services of Consultant
herein, a waiver of any right to subrogation which any such insurer of said Consultant
may acquire against City by virtue of the payment of any loss under such insurance.
C. FAILURE TO SECURE:
If Consultant at any time during the term hereof should fail to secure or maintain
the foregoing insurance, City shall be permitted to obtain such insurance in the
Consultant's name or as an agent of the Consultant and shall be compensated by the
Consultant for the costs of the insurance premiums at the maximum rate permitted by
law and computed from the date written notice is received that the premiums have not
been paid.
D. ADDITIONAL INSURED:
City, its City Council, boards and commissions, officers, employees and
volunteers shall be named as an additional insured under all insurance coverages,
except any professional liability insurance, required by this Agreement. The naming of
an additional insured shall not affect any recovery to which such additional insured
would be entitled under this policy if not named as such additional insured. An
additional insured named herein shall not be held liable for any premium, deductible
portion of any loss, or expense of any nature on this policy or any extension thereof.
Any other insurance held by an additional insured shall not be required to contribute
anything toward any loss or expense covered by the insurance provided by this policy.
E. SUFFICIENCY OF INSURANCE:
The insurance limits required by City are not represented as being sufficient to
protect Consultant. Consultant is advised to confer with Consultant's insurance broker
to determine adequate coverage for Consultant.
11. CONFLICT OF INTEREST:
Consultant warrants that it is not a conflict of interest for Consultant to perform
the services required by this Agreement. Consultant may be required to fill out a
conflict of interest form if the services provided under this Agreement require
Consultant to make certain governmental decisions or serve in a staff capacity as defined
in Title 2, Division 6, Section 18700 of the California Code of Regulations.
12. PROHIBITION AGAINST TRANSFERS:
Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or
any interest therein, directly or indirectly, by operation of law or otherwise, without
prior written consent of City. Any attempt to do so without said consent shall be null
and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or
interest by reason of such attempted assignment, hypothecation or transfer. However,
claims for money by Consultant from City under this Agreement may be assigned to a
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bank, trust company or other financial institution without prior written consent.
Written notice of such assignment shall be promptly furnished to City by Consultant.
The sale, assignment, transfer or other disposition of any of the issued and
outstanding capital stock of Consultant, or of the interest of any general partner or joint
venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture
or syndicate or cotenancy, which shall result in changing the control of Consultant, shall
be construed as an assignment of this Agreement. Control means fifty percent (50 %) or
more of the voting power of the corporation.
13. SUBCONTRACTOR APPROVAL:
Unless prior written consent from City is obtained, only those people and
subcontractors whose names are included in this Agreement shall be used in the
performance of this Agreement.
In the event that Consultant employe subcontractors, such subcontractors shall
be required to furnish proof of workers' compensation insurance and shall also be
required to carry general, automobile and professional liability insurance in reasonable
conformity to the insurance carried by Consultant. In addition, any work or services
subcontracted hereunder shall be subject to each provision of this Agreement.
14. PERMITS AND LICENSES:
Consultant, at his/her sole expense, shall obtain and maintain during the term of
this Agreement, all appropriate permits, certificates and licenses including, but not
limited to, a City Business License, that may, be required in connection with the
performance of services hereunder.
15. REPORTS:
A. Each and every report, draft, work product, map, record and other
document, hereinafter collectively referred to as "Report ", reproduced, prepared or
caused to be prepared by Consultant pursuant to or in connection with this Agreement,
shall be the exclusive property of City. Consultant shall not copyright any Report
required by this Agreement and shall execute appropriate documents to assign to City
the copyright to Reports created pursuant to this Agreement. Any Report, information
and data acquired or required by this Agreement shall become the property of City, and
all publication rights are reserved to City. Consultant may retain a copy of any report
furnished to the City pursuant to this Agreement.
B. All Reports prepared by Consultant may be used by City in execution or
implementation of:
(1) The original Project for which Consultant was hired;
(2) Completion of the original Project by others;
(3) Subsequent additions to the original project; and /or
(4) Other City projects as appropriate.
C. Consultant shall, at such tirne and in such form as City may require,
furnish reports concerning the status of services required under this Agreement.
D. All Reports required to be provided by this Agreement shall be printed
on recycled paper. All Reports shall be copied on both sides of the paper except for one
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original, which shall be single sided.
E. No Report, information or other data given to or prepared or assembled
by Consultant pursuant to this Agreement shall be made available to any individual or
organization by Consultant without prior approval by City.
F. Electronic and hard copies of Consultant's work product shall constitute
the Project deliverables. Plans to be in CAD and PDF formats, and other documents to
be in Microsoft Word and PDF formats. City holds Consultant harmless for any
modifications to the documents.
16. RECORDS:
Consultant shall maintain complete and accurate records with respect to sales,
costs, expenses, receipts and other such information required by City that relate to the
performance of services under this Agreement.
Consultant shall maintain adequate records of services provided in sufficient
detail to permit an evaluation of services. All such records shall be maintained in
accordance with generally accepted accounting principles and shall be clearly identified
and readily accessible. Consultant shall provide free access to such books and records to
the representatives of City or its designees at all proper times, and gives City the right to
examine and audit same, and to make transcripts therefrom as necessary, and to allow
inspection of all work, data, documents, proceedings and activities related to this
Agreement. Such records, together with supporting documents, shall be kept separate
from other documents and records and shall be maintained for a period of three (3)
years after receipt of final payment.
If supplemental examination or audit of the records is necessary due to concerns
raised by City's preliminary examination or audit of records, and the City's
supplemental examination or audit of the records discloses a failure to adhere to
appropriate internal financial controls, or other breach of contract or failure to act in
good faith, then Consultant shall reimburse City for all reasonable costs and expenses
associated with the supplemental examination or audit.
17. NOTICES:
All notices, demands, requests or approvals to be given under this Agreement
shall be given in writing and conclusively shall be deemed served when delivered
personally or on the second business day after the deposit thereof in the United States
Mail, postage prepaid, registered or certified, addressed as hereinafter
provided.
All notices, demands, requests, or approvals from Consultant to City shall be
addressed to City at:
City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
Attention: Carmen Lynaugh
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All notices, demands, requests, or approvals from City to Consultant shall be
addressed to Consultant at:
Burton Edwards
Siegel & Strain Architects
1295 591h Street
Emeryville, CA 94608
Phone: 510 - 547 -8092 x 102
e -mail: hsiegel@siegelstrain.com
18. TERMINATION:
In the event Consultant fails or refuses to perform any of the provisions hereof at
the time and in the manner required hereunder, Consultant shall be deemed in default
in the performance of this Agreement. If such default is not cured within within the
time specified after receipt by Consultant from City of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, City
may terminate the Agreement forthwith by giving to the Consultant written notice
thereof.
City shall have the option, at its sole discretion and without cause, of terminating
this Agreement by giving seven (7) days' prior written notice to Consultant as provided
herein. Upon termination of this Agreement:, each party shall pay to the other party that
portion of compensation specified in this Agreement that is earned and unpaid prior to
the effective date of termination.
In the event of termination, Consultant shall deliver to City, copies of all reports,
documents, and other work performed by Consultant under this Agreement.
19. COMPLIANCES:
Consultant shall comply with all state or federal laws and all ordinances, rules
and regulations enacted or issued by City.
20. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State
of California excepting any choice of law rules which may direct the application of laws
of another jurisdiction. The Agreement and obligations of the parties are subject to all
valid laws, orders, rules, and regulations of the authorities having jurisdiction over this
Agreement (or the successors of those authorities.)
Any suits brought pursuant to this Agreement shall be filed with the courts of
the County of Santa Clara, State of California.
21. ADVERTISEMENT:
Consultant shall not post, exhibit, display or allow to be posted, exhibited,
displayed any signs, advertising, show bills, lithographs, posters or cards of any kind
pertaining to the services performed under this Agreement unless prior written
approval has been secured from City to do otherwise.
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22. WAIVER:
A waiver by City of any breach of any term, covenant, or condition contained
herein shall not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained herein, whether of the same or a different
character.
22. INTEGRATED CONTRACT:
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations and
agreements of whatsoever kind or nature are merged herein. No verbal agreement or
implied covenant shall be held to vary the provisions hereof. Any modification of this
Agreement will be effective only by written execution signed by both City and
Consultant.
23. GIFTS:
A. Consultant is familiar with City's prohibition against the acceptance of any gift
by a City officer or designated employee, which prohibition is found in City
Administrative Procedures.
B. Consultant agrees not to offer any City officer or designated employee any gift
prohibited by the Administrative Procedures.
C. The offer or giving of any prohibited gift shall constitute a material breach of this
Agreement by Consultant. In addition to any other remedies, City may have in law or
equity, City may terminate this Agreement for such breach as provided in Section 19 of
this Agreement.
24. INSERTED PROVISIONS:
Each provision and clause required by law to be inserted into the Agreement
shall be deemed to be enacted herein, and the Agreement shall be read and enforced as
though each were included herein. If through mistake or otherwise, any such provision
is not inserted or is not correctly inserted, the Agreement shall be amended to make
such insertion on application by either party.
25. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of the
Agreement and in no way affect, limit or amplify the terms or provisions of this
Agreement.
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P.O. No.- M S-2 % %
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
z
CONSULTA T ; /. 0 �/ CITY OF CUPERTINO
V A Municipal Corporation
Siegel & Strain Architects
Timm Borden, Director of Public Works
Title
Date
Tax I.D. No.: � �7
1295 591h Street
Emeryville, CA 94608
Phone: 510 - 547 -8092
Date Z�'L-
APPROVED AS TO FORM:
MY.
ATTEST:
Grace Schmidt, City Clerk
Contract Amount: $ 75,000
Account No.: 420- 9262 -9300 `v�
U ~'
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall perform professional services as detailed in the following sections related
to the McClellan Ranch Historic Structures Assessment project located at the 22221 McClellan
Road, Cupertino.
SECTION 1. GENERAL
A. General PROJECT Description: The PROJECT involves evaluating of structures at
McClellan Ranch for historical significance under current standards. Several structures
at McClellan Ranch were evaluated in 1995 -96 for historic status, condition and possible
use. The structures may now be eligible for historic status, qualify for coverage under
the recently adopted 2010 California Historical Building Code, and /or qualify for grant
funding. The evaluation will identify the structures' significance under the current
standard and allow for their proper repair and protections. The structures to be
assessed are:
• Ranch House
• Garage (Nature Museum)
• Blacksmith Shop
• Milk Barn
• Tank House
• Gardeners' Shed
• Barn
• Tack Room(4H Office)
• Animal Sheds
B. General Performance Requirements:
1. The performance of all services by CONSULTANT shall be to the satisfaction of
the CITY, in accordance with the express terms hereof, including but not limited
to the terms set out in detail in this scope of services and the standard of care
provisions contained in this AGREEMENT.
2. The CITY's Department of Public Works shall manage the design and
construction of the PROJECT and this AGREEMENT. CONSULTANT shall
receive final direction from the CITY's Director of Public Works or his/her
authorized designee (hereinafter collectively "CITY ") only. The CITY shall
resolve any conflicting direction from other groups, departments or agencies.
3. CONSULTANT shall coordinate this scope of services with the CITY as well as
with other CITY consultants and contractors, as needed or as directed by the
CITY. CONSULTANT shall schedule meeting and prepare meeting agendas and
minutes for all PROJECT meetings during the design phase under the scope of
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Exhibits
work. All minutes of meetings are due to the CITY within five (5) working days
after the meeting. CONSULTANT shall provide copies of such documentation to
the CITY, and as directed by the CITY, to other appropriate agencies and entities.
CONSULTANT shall coordinate all responses to comments through the CITY.
4. CONSULTANT shall designate and provide to the CITY the names of their team
members for the PROJECT. The team members shall be satisfactory to the CITY.
The team members shall include Burton Edwards as CONSULTANT's Principal -
in- charge for the duration of the PROJECT. CONSULTANT shall not substitute
any team members without the prior approval of the CITY.
5. CONSULTANT's services shall be performed as expeditiously as is consistent
with professional skill and care and the orderly process of the work. The
schedule for the performance included in EXHIBIT B, may be adjusted by mutual
agreement.
6. CONSULTANT shall manage its SUBCONSULTANTS, and administer the
PROJECT. CONSULTANT shall consult with the CITY, research applicable
design criteria, and communicate with members of the PROJECT team.
7. When the CITY determines that the PROJECT requirements have been
sufficiently identified, CONSULTANT shall prepare and update a PROJECT
schedule for the CITY at the beginning of each TASK as defined in SECTION 2 -
"SCOPE of SERVICES" of this EXHIBIT A. The PROJECT schedule shall identify
milestone dates for decisions required of the CITY, design services furnished by
CONSULTANT and CONSULTANT's SUBCONSULTANTS, dates of reviews
and approvals required by all governmental agencies that have jurisdiction over
the PROJECT, deliverables to be furnished by CONSULTANT, completion of
documentation provided by CONSULTANT, commencement of construction
and substantial completion of the construction of the PROJECT, and as identified
in the exhibits under this AGREEMENT.
8. CONSULTANT shall submit the ]= listorical Structures Assessment document to
the CITY, according with this EXHIBIT A for purposes of evaluation and
approval by the CITY. The CITY including the Department of Public Works
Engineering and City Facilities and Department of Parks and Recreation will
review the document. CONSULTANT will meet with the CITY for progress
review at various stages of the PROJECT. CONSULTANT will be responsible for
causing the appropriate SUBCONSULTANT(S) to attend any meetings included
in this SCOPE OF SERVICES. CONSULTANT shall make revisions to the
document as required for each ta;;k in a timely manner.
9. CONSULTANT shall prepare and make presentations to explain the Historical
Structures Assessment as directed by the CITY according with this EXHIBIT A.
In addition CONSULTANT will be required to attend and prepare presentation
materials for a Parks and Recreation Commission meeting and the City Council
meeting.
Page 2 of 10
Siegel & Strain Architects Agreement
McClellan Ranch Historic Structures Assessment
Exhibits
SECTION 2. TASKS
Task 1. Review of Existing Documentation
S&S will review the several previous reports and drawings both to be familiar with the
prior condition of the various structures and to establish a check list for updating
current conditions.
Task 2. Site Visit with consultants to McClellan Ranch and survey nine structures
1. Ranch House,
2. Garage (Nature Museum),
3. Blacksmith Shop,
4. Milk Barn,
5. Tank House,
6. Gardeners' Shed,
7. Barn,
8. Tack Room (4H Office)
9. Animal Sheds
Task 3. Conditions Assessment
S &S will update conditions assessments of the nine structures and photographically
document each. In addition S &S will review conditions under current building codes
and make general recommendations for code mandated updates according to proposed
uses.
Task 4. Character- Defining Features
S&S will provide a list of Character - Defining features of each of the nine buildings
where appropriate.
Task 5. Archival Research
After reviewing existing documentation, S &S will do additional archival research to
both fill in gaps in existing documentation and to update it.
Task 6. Evaluation / Recommendations
S &S will evaluate the individual buildings and the overall property for
historical significance undercurrent historic preservation standards. The
buildings will be considered individually and as a potential historic district.
Page 3 of 10
Siegel & Strain Architects Agreement
McClellan Ranch Historic Structures Assessment
Exhibits
Task 7. Report (draft / final)
S&S will provide the City with a draft report for the City's review and comment.
After appropriate response to comments S &S will provide a final report. (One hard
copy and one electronic copy in MS Word and pdf)
Task 8. Meetings
S &S has included three meetings with staff during the completion of this project. The
first will occur in conjunction with the Site Visit with consultants. At the second
meeting S &S will review the draft report with City staff (this could take the form of a
telephone conference). The third meeting will be a presentation of the final report to
the City Council.
Page 4 of 10
Siegel & Strain Architects Agreement
McClellan Ranch Historic Structures Assessment
Exhibits
EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall complete all work by August 31, 2013.
The following sets forth the distribution of CONSULTANT's Schedule of Performance for each
project. The CITY may approve in writing the extension of any milestone date set in this
Exhibit.
Task #1:
Review of Existing Documentation:
3 weeks after
Notice to
Proceed (NTP)
for this hase
Task #2
Site Visits:
3weeks after
Notice to
Proceed (NTP)
for this phase
Task #3:
Conditions Assessment:
10 weeks after
Notice to
Proceed (NTP)
for this phase
Task #4:
Character - Defining Features
10week after
Notice to
Proceed (NTP)
for this phase
Task #5:
Archival Research:
9 weeks after
Notice to
Proceed (NTP)
for this phase
Task #6:
Evaluation /Recommendations:
13weeks after
Notice to
Proceed (NTP)
for this phase
Task #7
Report (Draft/Final)
20weeks after
Notice to
Proceed (NTP)
for this phase
Page 5of10
Siegel & Strain Architects Agreement
McClellan Ranch Historic Structures Assessment
Exhibits
Task #8 Meetings 21 weeks after
Notice to
Proceed (NTP)
for this phase
Page 6 of 10
Siegel & Strain Architects Agreement
McClellan Ranch Historic Structures Assessment
Exhibits
EXHIBIT C
COMPENSATION
A. Maximum Compensation.
The CITY agrees to compensate CONSULTANT for professional services performed in
accordance with the terms and conditions of this AGREEMENT. The maximum amount of
compensation to be paid to CONSULTANT under this AGREEMENT, including both payment
for professional services, and reimbursable expenses, shall not exceed SEVENTY FIVE
THOUSAND DOLLARS ($ 75,000). CONSULTANT agrees that it shall perform all of the
services set forth in Exhibit A of this AGREEMENT.
B. Method of Payment
For Task Nos. 1 through 8 CONSULTANT shall, during the term of this AGREEMENT, invoice
the CITY monthly based upon a percentage of completion of each milestone set forth below in
the Payment Schedule (Schedule D below) for services performed, and reimbursable expenses
incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter
"Invoice. ") Provided CONSULTANT has completed the services and incurred the reimbursable
expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as
determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice
within thirty (30) working days of receipt of the Invoice.
The Invoice shall be based on the percentage of milestone completed, and it shall describe the
topics and tasks completed during the Invoice period in accordance with the Budget Schedule
and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable
expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth
below. CONSULTANT also shall include supporting documents for any reimbursable
expenses. The Invoice shall also show the total to be paid for the Invoice period.
Page 7 of 10
Siegel & Strain Architects Agreement
McClellan Ranch Historic Structures Assessment
Exhibits
C. Budget Schedule
The Budget Schedule for this AGREEMENT shall be as follows:
CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior
written authorization from the CITY. The CITY may approve in writing the transfer of budget
amounts between any of the Tasks listed above provided the total AGREEMENT amount does
not exceed SEVENTY FIVE THOUSAND DOLLARS ($ 75,000).
Page 8of10
Siegel & Strain Architects Agreement
McClellan Ranch Historic Structures Assessment
Exhibits
Task
Task Description
Compensation
Task #1:
Review of Existing Documentation
$ 2,240
Task #2:
Site Visit(s)
$ 7,130
Task #3:
Conditions Assessment
$ 25,695
Task #4:
Character - Defining Features
$ 4,100
Task #5:
Archival Research
$ 5,450
Task #6:
Evaluation/Recommendations
$ 9,760
Task #7:
Report (Draft/Final)
$ 16,825
Task #8:
Meetings
$ 3,800
TOTAL $ 75,000
CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior
written authorization from the CITY. The CITY may approve in writing the transfer of budget
amounts between any of the Tasks listed above provided the total AGREEMENT amount does
not exceed SEVENTY FIVE THOUSAND DOLLARS ($ 75,000).
Page 8of10
Siegel & Strain Architects Agreement
McClellan Ranch Historic Structures Assessment
Exhibits
D. Payment Schedule
The Payment Schedule for this AGREEMENT shall be as follows:
TASK MILESTONE PERCENT OF TASK
COMPENSATION
PAID UPON
COMPLETION OF
MILESTONE
Task #1— Review of Existing Documentation 100%
Task #2 — Site Visits 100%
Task #3 — Condition Assessment 100%
Task #4 — Character — Defining Features 100%
Task #5 — Archival Research 100%
Task #6 — Evaluation /Recommendations 100%
Task #7 — Report (Draft/Final) 100%
Task #8 — Meetings 100%
Page 9 of 10
Siegel & Strain Architects Agreement
McClellan Ranch Historic Structures Assessment
Exhibits
E. Subconsultant Services.
CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this
PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule
shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services.
F. Reimbursable expenses.
Reimbursable expenses are included in CONSUL.TANT's maximum compensation, including,
but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test
prints, 8 1/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the
responsibility of the CITY. There are no separate reimbursable expenses for Basic Services
performed under Tasks 1 -6 of EXHIBIT A.
Page 10 of 10
Siegel & Strain Architects Agreement
McClellan Ranch Historic Structures Assessment
Exhibits