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14-045 David J. Powers & Associates, Consultant Services for Civic Center Master Plan & Parking Garage Conceptual Planning project OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE•CUPERTINO, CA 95014-3255 TELEPHONE:(408)777-3223•FAX: (408)777-3366 16 WEBSITE:www.cupertino.org CUPERTINO June 24, 2015 David J. Powers &Associates, Inc. 1871 The Alameda, Suite 200 San Jose, CA 95126 Re: Third Amendment to agreement for contract services. Enclosed for your records is a fully executed original copy of the agreement with the City of Cupertino. If you have any questions, please contact the Public Works Department at (408) 777-3354. Sincerely, Andrea Sanders Senior Office Assistant City Clerk's Office Enclosure cc: Public Works P.O.00058387 THIRD AMENDMENT AGREEMENT BETWEEN THE CITY OF CUPERTINO AND DAVID J.POWERS &ASSOCIATES, INC. FOR ENVRIONMENTAL CONSULTANT SERVICES FOR THE CIVIC CENTER MASTER PLAN&PARKING GARAGE CONCEPTUAL PLANNING PROJECT This Third Amendment to the Agreement between the City of Cupertino and David J. Powers &Associates, Inc., for reference dated June 16, 2015, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "CITY") and DAVID J. POWERS. & ASSOICATES, INC., a California corporation whose address is 1871 The Alameda, Suite 200, San Jose, CA 95126; phone no.: 408-248-3500, (hereinafter "CONSULTANT"), and is made with reference to the following: RECITALS: A. On March 10, 2014, an agreement was entered into by and between CITY and David J. Powers &Associates, Inc. . B. On August 18, 2014 and on December 17, 2014, a first and then a second amendment (respectively) to the agreement were entered into by and between City and David J. Powers & Associates, Inc. (collectively, the Agreement and the First and the Second Amendment are referred to as the "Agreement"). C. City and David J. Powers & Associates, Inc. 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 that the following paragraph is amended to read as follows: 1. TERM: The term of this Agreement shall commence on March 10, 2014 and shall . terminate on December 31, 2015,unless terminated earlier as set forth herein. 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. Page 1 of 2 Third Amendment Civic Center Master Plan&Parking Garage Conceptual Planning Project-Environmental Services Consultant:David J.Powers P.O.00058387 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT CITY OF CUPERTINO David J. Powers &Associates Inc. A Municipal Corporation By By Director of Public Works, Timm Borden Date �� I 1871 The Alameda, Suite 200 San Jose, CA, 95126 Phone no. 408-248-3500 APPROVED AS TO FORM: By City Attorney, Carol Korade ATTEST: BYZ City Clerk, Grace Schmidt Account Nos.: 420-9144-9300-$ 10,500 And 420-9272-9300- $47,500 And 420-9274-9300-$27,000 Total Contract Amount: $85,000 (Amendment No.1 Amount: $47,500) (Amendment No. 2 Amount: $27,000) (Amendment No. 3 Amount: $ 0) Page 2 of 2 Third Amendment Civic Center Master Plan&Parking Garage Conceptual Planning Project-Environmental Services Consultant:David J.Powers CUPERTINO February 6, 2015 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 David J Powers & Associates, Inc. 1871 The Alameda, Suite 200 San Jose, CA 95126 Re: Civic Center Master Plan & Parking Garage Conceptual Planning Project, Second Amendment to Agreement Enclosed is a fully executed second amendment to the agreement for consultant services for the Civic Center Master Plan & Parking Garage Conceptual Planning Project with the City of Cupertino. 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 P.0.00058387 SECOND AMENDMENT AGR BETWEEN THE CITY OF CUPERTINO AND DAVID J. POWERS & ASSOCIATES, INC. FOR ENVRIONMENTAL CONSULTANT SERVICES FOR THE CIVIC CENTER MASTER PLAN & PARKING GARAGE CONCEPTUAL PLANNING PROJECT This Second Amendment to the Agreement between the City of Cupertino and David J. Powers & Associates, Inc., for reference dated December 17, 2014, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "CITY") and DAVID J. POWERS & ASSOICATES, INC., a California corporation whose address is 1871 The Alameda, Suite 200, San Jose, CA 95126; phone no.: 408-248-3500, (hereinafter "CONSULTANT"), and is made with reference to the following: RECITALS: A. On March 10, 2014, an agreement was entered into by and between CITY and David J. Powers & Associates, Inc.. B. On August 18, 2014, a first amendment to the agreement was entered into by and between City and David J. Powers & Associates, Inc. (collectively, the Agreement and the First Amendment are referred to as the "Agreement"). C. City and David J. Powers & Associates, Inc. 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 that the following paragraphs are amended to read as follows: 1. TERM: The term of this Agreement shall commence on March 10, 2014 and shall terminate on June 30, 2015, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" Revised. 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 Revised, titled "Schedule of Performance ", which is attached hereto and incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: Pagel of 3 Second Amendment Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers P.O. 00058387 The maximum compensation to be paid to Consultant under this agreement shall not exceed EIGHTY FIVE THOUSAND DOLLARS ($ 85,000). The rate of payment is set out in Exhibit C Revised, 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. The following exhibits to the agreement are amended and replaced to read as shown in the attachments to this amendment: Exhibit A Revised - Scope of Services Exhibit B Revised - Schedule of Performance Exhibit C Revised— Compensation 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. Page 2 of 3 Second Amendment Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers P.O. 00058387 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT David J. Powers & Associates Inc. B Title �Q'�e r Date I l �' ILA 1871 The Alameda, Suite 200 San Jose, CA, 95126 Phone no. 408-248-3500 CITY OF CUPERTINO A Municipal Corporation By Director of Public Works, Timm Borden AP71�1 EDO FORM: By City Attorney, Carol Korade ATTEST: B City Clerk, Grace Schmidt Account Nos.: 420-9144-9300 - $10,500 And 420-9272-9300 - $47,500 And 420-9274-9300 - $27,000 Total Contract Amount: $ 85,000 (Amendment No.1 Amount: $ 47,500) (Amendment No. 2 Amount: $27,000 Page 3 of 3 Second Amendment Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers EXHIBIT A REVISED SCOPE OF SERVICES CONSULTANT shall perform professional environmental services as detailed in the following sections related to the Cupertino Civic Center Master Plan & Parking Garage Conceptual Planning project. SECTION 1. GENERAL A. General PROJECT Description: David J. Powers & Associates, Inc. (DJP&A), provide environmental services, for the Cupertino Civic Center Master Plan & Parking Garage Conceptual Planning project. The City is moving forward with the Alternative 3: Civic Life For the Civic Center Master Plan along with a conceptual plan for a parking garage. David J. Powers and Associates (DJP&A) to: 1) provide an environmental existing conditions opportunities and constraints analysis prior to the design phase (Phase 1); 2) provide input during the development and refinement of the Master Plan alternative and Parking Garage design (Phase 2); 3) prepare an Initial Study (IS) pursuant to the requirements of the California Environmental Quality Act (CEQA) for a preferred scenario chosen by the City Council. 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 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 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. City of Cupertino Exhibits A, B & C Revised Page 1 of 15 Amendment No. 2: Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers 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 Jodi Starbird 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 REVISED, 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. CONSULTANT shall assist the CITY, as requested by the CITY, in connection with the CITY's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the PROJECT. SECTION 2. TASKS PHASE 1 EXISTING CONDITIONS/ANALYSISMARLY CONCEPT TASK 1A. SITE INVESTIGATION AND CONDITION ASSESSMENT DJP&A will attend a kick-off meeting with the City staff and project team to develop an understanding of the project and confirm the project approach. DJP&A will review relevant background and technical information provided by the City and/or the project team. It is anticipated that this will include review of draft plans and prior technical/environmental reports. This scope of work also includes time for general coordination and correspondence with the City staff and the project team throughout the Phase 1 process. Coordination will take place in the form of phone calls, e-mail correspondence, and meetings, as necessary. DJP&A will conduct a site visit to evaluate and document the existing project site conditions, including a survey of the existing trees on-site. The data collected will be utilized to the extent possible in the preparation of the CEQA documentation should the City elect to have DJP&A complete the final CEQA documents. TASK 1B ENVIRONMENTAL OPPORTUNITIES AND CONSTRAINTS ANALYSIS DJP&A will prepare a brief memo report that describes the existing environmental opportunities and constraints and issues associated with the Civic Center Master Plan Alternative 3 and Parking Garage Conceptual Planning Project as currently envisioned. DJP&A City of Cupertino Exhibits A, B & C Revised Page 2 of 15 Amendment No. 2: Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers will summarize potential issues such as visual/aesthetics, cultural & biological resources, traffic and parking, construction -related water and air quality and noise, geology & soils, hazards, etc., in the constraints analysis. The memo report will also include a comprehensive list of all permits, regulatory and environmental approvals, and other agencies or utilities that will need to be coordinated with as a result of the proposed Master Plan. DJP&A will provide the constraints analysis to the City for review and consideration in selecting the preferred project design. This scope of work includes time for DJP&A to respond to one round of comments from the City and to revise the constraints analysis, as necessary. PHASE 2 REFINEMENT SERVICES TASK 2 MEETINGS/COORDINATION As the project is developed and refined, DJP&A will attend up to two meetings/hearings with the City staff and project team to provide input for selection of the preferred project design. This scope of work also includes time for general coordination and correspondence with the City staff and the project team throughout the Phase 2 process. Coordination will take place in the form of phone calls, e-mail correspondence, and up to two (2) meetings, as necessary. A - PHASE 3 INITIAL STUDY PREPRATION DJP&A proposes to prepare an Initial Study (IS) pursuant to the requirements of the California Environmental Quality Act (CEQA) and the City of Cupertino's standards. The IS will include a project description, a description of the existing environmental conditions, a discussion of environmental impacts associated with the proposed project (based on CEQA thresholds of significance and the CEQA Checklist), and identification of proposed and possible mitigation measures. The IS can be used by the City to support a Mitigated Negative Declaration if the project includes mitigation measures to reduce any significant impacts to a less than significant level. In the event it is determined that the project would result in significant unavoidable impacts, or does not propose necessary mitigation, the IS can be used as the basis for preparation of an Environmental Impact Report (EIR). DJP&A could prepare an EIR under a separate scope and cost. The specific tasks 3 proposed in this scope of work are described below. This scope assumes that no work will occur below the top of the bank of the Regnart Creek, adjacent to the project site. TASK 3A REVIEW OF BACKGROUND INFORMATION AND PROJECT INITIATION DJP&A will review the relevant background information based on the preferred scenario chosen. DJP&A will also meet with City staff to develop an understanding of the preferred scenario as well as to discuss the environmental constraints and potential impacts associated with the project. City of Cupertino Exhibits A, B & C Revised Page 3 of 15 Amendment No. 2: Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers TASK 3B PREPARATION OF ADMINISTRATIVE DRAFT INITIAL STUDY Introduction An introduction will provide background on the proposed project. The purpose and requirements for an IS under CEQA will be discussed. Project Description The IS will describe the proposed project, including the physical characteristics (new buildings design/size, parking allocation, site access, etc.). 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 for development of the project and decision-making agencies.' Maps and graphics will be provided to illustrate the text. Consistency with Plans and Policies In relevant sections throughout the IS, discussions of the proposed project's consistency with the City of Cupertino's General Plan, Santa Clara Valley Urban Runoff Pollution Prevention Program, and other applicable plans and policies will be included. Particular attention will be given to inconsistencies, if any are identified. Environmental Setting, Checklists, Impacts and Mitigations An overview of the environmental setting will be described. The IS will include a checklist based on the form recommended by the State CEQA Guidelines. Each impact identified in the checklist will be addressed, including a discussion of its significance as well as project -specific mitigation measures to reduce impacts, if warranted. A description of the primary issues to bE addressed is provided below. Aesthetics The IS will describe the existing visual character of the project area and will include photographs to illustrate the text. The IS will also describe the aesthetic changes that will result from implementation of -the proposed project. The IS will generally describe,the change in views from scenic thoroughfares, impacts to scenic resources, and/or changes to scenic vistas that may result from implementation of the proposed project. City of Cupertino, Exhibits A, B & C Revised Page 4 of 15 Amendment No. 2: Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers Air OualitX The IS will describe the air quality within the City, based upon information prepared by Illingwoith & Rodkin, as a subconsultant to DJP&A. This scope assumes that traffic data is provided to DJP&A for use in the preparation of the IS air quality analysis. Primary air quality issues associated with the project would be community risk impacts (Toxic Air Contaminants or TACs) associated with project construction on existing nearby sensitive receptors, including residences. The analysis will be used to describe any potential air quality impacts to future uses, and any potential impacts from the construction of the project on nearby residents and other sensitive uses. The risks associated with modeled construction period concentrations would be computed following BAAQMD risk management policy guidance. The risks would be compared against BAAQMD CEQA thresholds. Mitigation and avoidance measures will be identified, as necessary, for significant impacts. Land Use The IS will describe the historic and current land uses on the site and in the project area, in addition to the current General Plan and zoning designations of the site. The IS will identify land use impacts and conflicts that could result to the project from nearby land uses, as well as impacts upon nearby land uses resulting from the project. Mitigation and avoidance measures will be identified, as necessary, for significant land use impacts. Transportation and Traffic The IS will describe the existing traffic and circulation conditions in the project area, based upon a project -specific traffic analysis. The traffic analysis will identify the short-term traffic and circulation impacts resulting from the proposed project. The IS will also address the parking requirements associated with the proposed project. Mitigation measures will be identified to reduce or avoid any significant traffic or circulation impacts resulting from the operation of the proposed project, as appropriate. The following tasks will be completed by Fehr & Peers as part of this task: 1. Trip generation estimates for the preferred alternative will be developed based on the Institute of Transportation Engineer's (ITE) Trip Generation data, site-specific data collected at the two Civic Center Driveways, and use -specific trip rates based on anticipated programming elements. Trip distribution (directionality) and assignment will be submitted to City staff for review and approval and included in the analysis. City of Cupertino Exhibits A, B & C Revised Page 5 of 15 Amendment No. 2: Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers 2. Operations at the following four study intersections will be evaluated for the AM and PM peak hours using TRAFFDC software: • Torre Avenue/Pacifica Drive (unsignalized) • Torre Avenue/Rodrigues Avenue (unsignalized) • De Anza Boulevard/McClellan Road (signalized) • De Anza Boulevard/Rodrigues Avenue (signalized) Each intersection will be evaluated for existing, existing plus approved, but not yet built projects (the background condition), and background plus project conditions using the City's level of service impact criteria. Because the project is not anticipated to generate more than 100 peak hour trips, a Congestion Management Program (CMP) analysis is not required per VTA Guidelines. 3. The site plan will be reviewed to determine if site access and internal circulation within the parking areas is adequate. Recommendations will be provided if there are areas where vehicle, pedestrian, and bicycle improvements can be achieved. Potential' conflicts between site users and vehicle driveways and the provision of adequate bicycle parking will be described. 4. Parking demand projections will be refined per the preferred plan based on previously developed parking rates from'parking surveys, the ITE,. and the City's parking ordinance. 5. Fehr & Peers' have included up to eight hours for meetings, including a public hearing. Additional hearing's can be attended upon written authorization. Biological Resources Currently, the project site contains landscaping, public buildings, and parking lots. Special status plant and wildlife species are not expected to be present on the project site, although nesting raptors could be present in the area. The IS will discuss impacts to City of Cupertino ordinance size trees and other trees from construction of the project, based on the City of Cupertino's tree ordinance. Mitigation and avoidance measures will be identified, as appropriate, to reduce any biological resources impacts to a Jess than significant level. City of Cupertino Exhibits A, B & C Revised Page 6 of 15 Amendment No. 2: Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers Greenhouse Gas Emissions The greenhouse gas emissions section of the IS will discuss the potential for the project to increase greenhouse gas emissions. Mitigation measures and best management practices will be included to reduce greenhouse gas emissions, as feasible. Noise The IS will describe the existing noise sources and levels at the project site based upon a noise analysis prepared by Illingworth & Rodkin, as a subconsultant to DJP&A. The analysis will be used to describe any potential noise impacts to future users, and any potential noise and vibration impacts from the construction of the project on nearby residents and other sensitive uses Mitigation measures will be identified to reduce potentially significant noise impacts to less than significant levels. Other Sections The IS will also address all other issues in the checklist, including agricultural resources, cultural resources, geology and soils, hydrology and water quality, hazardous materials, mineral resources, population and housing, public services, recreational facilities, and utilities and service systems based upon existing available information. Mitigated Negative Declaration If all potential environmental impacts can be mitigated to a less than significant level, the project will be eligible for a Mitigated Negative Declaration (MND) under CEQA. The MND will be attached to the IS and will include a brief description of the project, including location, project impacts, and mitigation measures included in the project to avoid any significant effects. TASK 3C SUBMITTAL OF THE ADMINISTRATIVE DRAFT IS DJP&A will prepare up to five (5) copies of the Administrative Draft IS. These copies will be submitted to the City staff for review and comment. A pdf copy will also be provided. TASK 3D PREPARATION OF PUBLIC REVIEW DRAFT INITIAL STUDY Revisions will be made to the Administrative Draft IS, based on comments received from City staff. This scope of work assumes that no additional technical analyses are required to respond to City comments. After revision, a screen check version of the document will be sent to the City in electronic format for final approval. Up to twenty (20) copies of the Draft IS will be City of Cupertino Exhibits A, B & C Revised Page 7 of 15 Amendment No. 2: Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers provided to the City for distribution to the public and appropriate agencies. The Draft IS will also be provided in an electronic format for posting to the City's web site. DJP&A will also provide guidance to the City regarding the necessary notification (i.e., Notice of Intent to Adopt a Mitigated Negative Declaration) associated with distribution of the public review Draft IS. DJP&A will provide drafts of the notices for use by the City. This scope assumes that all the necessary notification posting associated with distribution of the public review Draft IS will be completed by the City, including publication in a regional newspaper. TASK 3E RESPONSE TO PUBLIC COMMENTS DJP&A will assist the City in responding to substantive comments received on the Draft IS during the public review period, and will make any necessary changes to the Draft IS based upon the comments received. Once all the public comments are received, DJP&A will evaluate and determine the level of effort required. The cost for this effort will be based on a negotiated fee and an Additional Service Directive (ASD) issued by the City. The responses will be provided to City staff in the form of a memorandum that can be attached to the Staff Report for the project. This scope of work does not include work related.to a protest of the Negative Declaration. Because we cannot predict what issues might be raised in such a protest, we cannot budget the time to respond. We can, however, provide assistance to the City staff in defending a Negative Declaration if it is protested, and if requested to do so. The cost would be on a time and materials basis or negotiated fee and an ASD or Amendment issued. TASK 3F MITIGATION MONITORING, OR REPORTING PLAN A Mitigation, Monitoring, or Reporting Plan (MIVIRP) will be prepared in conformance with the CEQA Guidelines and City of Cupertino requirements. The MMRP will identify significant adverse impacts, proposed mitigation, and the person or agency responsible for overseeing the mitigation and the method for ensuring the mitigation is implemented. The MMRP will be designed to fit into the City's existing entitlement and project review process. A draft MMRP will be provided to the City prior to consideration of the project by the decision -makers. After review and comment on the Draft MMRP, DJP&A will revise the NIMRP, according to the comments provided, and will submit the Final NIN4RP to the City. TASK 3G ATTEND HEARINGS/MEETINGS This scope of work includes DJP&A attendance at up to five (5) meetings and/or public hearings. If additional meetings are needed, they can be added upon City approval of Additional Services Directive (ASD). City of Cupertino Exhibits A, B & C Revised Page 8 of 15 Amendment No. 2: Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers TASK 3H PREPARATION OF NOTICE OF DETERMINATION DJP&A will prepare the Notice of Determination (NOD) for the CEQA process. DJP&A will also file the NOD at the County Clerk's office within five working after the decision to approve the project has been made. This scope includes DJP&A payment of County Clerk filing fees ($50) and the California Department of Fish and Wildlife filing fee (approximately $2,500) for the IS/MND, if these fees vary, an ASD will be issued. TAKS 3I PROJECT MANAGEMENT AND COORDINATION DJP&A will oversee the management of the IS, including all subconsultants, document production, QA/QC, and related activities. These activities include management of the project scope, budget, and schedule for environmental compliance activities. ADDITIONAL SERVICES Consultant Services beyond the work in these tasks may be provided by CONSULTANT as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional services amount of EIGHT THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($ 8,750.00) is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. City of Cupertino Exhibits A, B & C Revised Page 9 of 15 Amendment No. 2: Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers EXHIBIT B REVISED SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by June 30, 2015 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 #1A: Site Investigation and Condition Assessment 1 week --- DJP&A receives plans and the traffic analysis after. signing Receive noise and air quality reports Week 4 thea reement Task#1B Environmental Opportunities & Constraints Analysis 1 week DJP&A revises IS/MND per comments received & prepares Screencheck IS/MND* Week 10 after signing Week 11 DJP&A revises Screencheck IS/MND and print IS/MND for Circulation thea reement Task #2: Meetings/coordination 1 week Prepare draft Mitigation Monitoring and Reporting Program (MMRP) after signing City staff review of draft MMRP (one week) Week 17 the agreement Task #3 Initial Study Preparation See Schedule Prepare and File NOD Within 5 days of adoption of MND Below Task3 Initial Study Preparation Optimum IS/MND Schedule Completed at End of Week Receive Authorization to Proceed --- DJP&A receives plans and the traffic analysis Week 1 Receive noise and air quality reports Week 4 DJP&A completes and submits Administrative Draft IS/MND to City Week 6 City staff review of Administrative Draft IS/MND (assumes 2 week review) Week 8. DJP&A revises IS/MND per comments received & prepares Screencheck IS/MND* Week 10 City reviews and approves Screencheck IS/MND Week 11 DJP&A revises Screencheck IS/MND and print IS/MND for Circulation Week 12 End of 20 -day public review period Week 15 DJP&A assists City in preparation of Responses to Comment Prepare draft Mitigation Monitoring and Reporting Program (MMRP) Week 16 City staff review of draft MMRP (one week) Week 17 Revise MMRP per comments received — prepare Final MMRP Week 18 Attend Public Hearing - adoption of MND March 3, 2015 Prepare and File NOD Within 5 days of adoption of MND City of Cupertino Exhibits A, B & C Revised Page 10 of 15 Amendment No. 2: Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers EXHIBIT C REVISED 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, additional services and reimbursable expenses, shall not exceed EIGHTY FIVE THOUSAND DOLLARS ($ 85,000). CONSULTANT agrees that it shall perform all of the services set forth in Exhibit A REVISED of this AGREEMENT, except for additional services required pursuant to Section 2, TASKS and inclusive of reimbursable expenses, for the maximum not to exceed amount of SEVENTY SIX THOUSAND TWO HUNDRED FIFTY DOLLARS ($ 76,250). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C REVISED is EIGHT THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($ 8,750). B. Method of Payment For Task Nos.1 through 3 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. City of Cupertino Exhibits A, B & C Revised Page 11 of 15 Amendment No. 2: Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: . Task Task Description Compensation Task #1A: Site Investigation and Condition Assessment $ 2,000 Task #1B: Environmental Opportunities & Constraints Analysis $ 5,000 Task #2: Meeting/Coordination $ 2,500 Task #3 Initial Study Preparation $66,750 Additional Services a$ 8,750 TOTAL $ 85,000 . 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 EIGHTY FIVE THOUSAND DOLLARS ($ 85,000). City of Cupertino Exhibits A, B & C Revised Page 12 of 15 Amendment No. 2: Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers 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 #1A - Site Investigation and Condition Assessment 100% Task #1B - Environmental Opportunities & Constraints Analysis 100% Task #2 - Meeting/coordination Task #3 - Initial Study Preparation Additional Services E. Subconsultant Services. 100% 100% Paid Pursuant to Subsection G below 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 CONSULTANT's lump sum 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 1-3 of EXHIBIT A REVISED. G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of EIGHT THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($ 8,750) for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. City of Cupertino Exhibits A, B & C Revised Page 13 of 15 Amendment No. 2: Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additional Services are authorized, CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule attached to this EXHIBIT C REVISED. The rates shown in the EXHIBIT C-1 REVISED sall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C REVISED. City of Cupertino Exhibits A, B & C Revised Page 14 of 15 Amendment No. 2: Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers EXHIBIT C-1 REVISED CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES David J. Powers & Associates Rates: Hourly Rates SENIOR PRINCIPAL $ 255.00 PRINCIPAL PROJECT MANAGER $ 225.00 SENIOR ENVIRONMENTAL SPECIALIST $ 200.00 SENIOR PROJECT MANAGER $180.00 ENVIRONMENTAL SPECIALIST $165.00 PROJECT MANAGER $155.00 ASSOCIATE PROJECT MANAGER $140.00 ASSISTANT PROJECT MANAGER $115.00 RESEARCHER $100.00 DRAFTSPERSON/GRAPHIC ARTIST $ 90.00 DOCUMENT PROCESSOR/QUALITY CONTROL $ 90.00 ADMINISTRATIVE MANAGER $ 90.00 OFFICE SUPPORT $ 75.00 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. City of Cupertino Exhibits A, B & C Revised Page 15 of 15 Amendment No. 2: Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers August 28, 2014 OFFICE OF THE CITY CLERIC CITY HALL 10300 TORRE AVENUE • CUPERTINO, CA 95014-3255 TELEPHONE: (408:) 777-3223 • FAX: (408) 777-3366 WEBSITE: www.cul)ertino.org David J. Powers & Associates, Inc 1871 The Alameda Suite 200 San Jose, CA 95126 Re: Agreement for contract services. Enclosed for your records is a fully executed original copy of the agreement with the City of Cupertino. If you have any questions, please contact the Public Works Department at (408) 777-3354. Sincerely, Andrea Sanders Senior Office Assistant City Clerk's Office Enclosure cc: Public Works candidate FIRS `�ENDT AGREEMENT BE'.CWEEN THE CITY OF CU-PERTINO AND �--WERS & ASSOCIA'T'ES, INC. FOR ENVRIONMENTAL CONSULTANT SERVICES FOR THE CIVIC CENTER MASTER PLAN & PARKING GARAGE CONCEPTUAL PLANNING PROJECT,('e7- 7//' This First Amendment to the Agreement between the City of Cupertino and David J. Powers & Associates, Inc., for reference dated August 18, 2014, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "CITY") and DAVID J. POWERS & ASSOICATES, INC., a Califoi nia corporation whose address is 1871 The Alameda, Suite 200, San Jose, CA 95126; phone no.: 408-248-3500, (hereinafter "CONSULTANT"), and is made with reference to the following: RECITALS: A. On March 10, 2014, an agreement was entered into by and between City and Harris & Associates (hereinafter "Agreement"). B. City and David J. Powers & Associates, Inc. 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. TERM: The term of this Agreement shall commence on March 10, 2014 and shall terminate on May 31, 2015, unless terminated earlier as set forth h ein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" Revised. 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 Revised, titled "Schedule of Performance ", which is attached hereto and incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed Fifty Eight Thousand Dollars ($ 58,000). The rate of payment is set out in Exhibit C Revised, titled "Compensation", which is attached hereto and incorporated herein. Page 1 of 3 First Amendment Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers 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 dur:ulg the course of each phase, clearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due. 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. Page 2 of 3 First Amendment Civic Center Master Plan & Parking Garage Conceptual Flarming'Project - Environmental Services Consultant: David J. Powers IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CONSULTANT CITY OF CUPERTINO David J. Powers & Associates Inc. A Municipal Corporation L. By By Director of Public Works, Timm Borden Title IQL (j . L_. Date q;' I ) 4. I IT 1871 The Alameda, Suite 200 San. Jose, CA, 95126 Phone, no. 408-248-3500 APP VED AS TO FORM: By ( M JCity Attorney, Carol Korade ATTEST: ByBy City Clerk, Grace Schmidt Account Nos.: 420-9144-9300 - $ 10,500 And 420-9272-9300 - $47,500 Total Contract Amount: $ 58,000 (Amendment No.1 Amount: $ 47,500) Page 3 of 3 First Amendment Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers EXHIBIT A REVISED SCOPE OF SERVICES CONSULTANT shall perform professional environmental services as detailed in the following sections related to the Cupertino Civic Center Master Plan & Parking Garage Conceptual. Planning project. SECTION 1. GENERAL A. General PROJECT Description: David J. Powers & Associates, Inc. (DJP&A), provide environmental services, for the Cupertino Civic Center Master. Plan & Parking Garage Conceptual Planning project. The City is moving forward with the Alternative 3: Civic Life For the Civic Center Master Plan along with a conceptual plan for a parking garage. David J. Powers and Associates (DJP&A) to: 1) provide an environmental existing conditions opportunities and constraints analysis prior to the design phase (Phase 1); 2) provide input during the development and refinement of the Master Plan alternative and Parking Garage design (Phase 2); 3) prepare an Initial Study (IS) pursuant to the requirements of the California Environmental Quality Act (CEQA) for a preferred scenario chosen by the City Council. 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 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 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. City of Cupertino Exhibits A, B & C Revised Page 1 of 14 Amendment No. 1: Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers 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 Jodi Starbird 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 REVISED, 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 conu-nunicate' with members of the PROJECT team. 7. CONSULTANT shall assist the CITY, as requested by the CITY, in connection with the CITY's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over. the PROJECT. SECTION 2. TASKS PHASE 1 EXISTING CONDITIONS/ANALYSIS/EARLY CONCEPT TASK 1A. SITE INVESTIGATION AND CONDITION ASSESSMENT DJP&A will attend a kick-off meeting with the City staff and project team to develop an understanding of the project and confirm the project approach. DJP&A will review relevant background and technical information provided. by the City and/or the project team. It is anticipated that this will include review of draft plans and prior technical/environmental reports. This scope of work also includes time for general coordination and correspondence with the City staff and the project team throughout the Phase 1 process. Coordination will take place in the form of phone calls, e-mail correspondence, and meetings, as necessary. DJP&A will conduct a site visit to evaluate and document the existing project site conditions, including a survey of the existing trees on-site. The data collected will be utilized to the extent possible in the preparation of the CEQA documentation should the City elect to have DJP&A complete the final CEQA documents. TASK 1B ENVIRONMENTAL OPPORTUNITIES AND CONSTRAINTS ANALYSIS DJP&A will prepare a brief memo report that describes the existing environmental opportunities and constraints and issues associated with the Civic Center Master Plan Alternative 3 and Parking Garage Conceptual Planning Project as currently envisioned. DJP&A City of Cupertino Exhibits A, B & C Revised Page 2of14 Amendment No. l: Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers will summarize potential issues such as visual/aiesthetics, cultural & biological resources, traffic and parking, construction -related water and air quality and noise, geology & soils, hazards, etc., in the constraints analysis. The memo report will also include a comprehensive list of all permits, regulatory and environmental approvals, and other agencies or utilities that will need to be coordinated with as a result of the proposed Master Plan. DJP&A will provide the constraints analysis to the City for review and consideration in selecting the preferred project design. This scope of work includes time for DJP&A to respond to one round of comments from the City and to revise the constraints analysis, as necessary. PHASE 2 REFINEMENT SERVICF,S TASK 2 MEETINGS/COORDINATION As the project is developed and refined, DJP&A will attend up to two meetings/hearings with the City staff and project team to provide input for selection of the preferred project design.. This scope of work also includes time for general coordination and correspondence with the City staff and the project team throughout the Phase 2 process. Coordination will take place in the form of phone calls, e-mail correspondence, and up to two (2) meetings, as necessary. PHASE 3 INITIAL STUDY PREPRATION DJP&A proposes to prepare an Initial Study (IS) pursuant to the requirements of. the California Environmental Quality Act (CEQA) and the City of Cupertino's standards. The IS will include a project description, a description of the existing environmental conditions, a discussion of environmental impacts associated with the proposed project (based on CEQA thresholds of significance and the CEQA Checklist), and identification of proposed and possible mitigation measures. The IS can be used by the City to support a Mitigated Negative Declaration if the project includes mitigation pleasures to reduce any significant impacts to a less than significant level. In the event it is determined that the project would result in significant unavoidable impacts, or does not propose necessary mitigation, the IS can be used as the basis for preparation of an Environmental Impact Report (EIR). DJP&A could prepare an EIR under a separate scope and cost. The specific tasks 3 proposed in this scope of work are described below. This scope assumes that no work will occur below the top of the bank of. the Regnart Creek, adjacent to the project site. TASK 3A REVIEW OF BACKGROUND INFORMATION AND PROJECT INITIATION DJP&A will review the relevant background information based on the preferred scenario chosen. DJP&A will also meet with City staff to develop an understanding of the preferred scenario as well as to discuss the environmental constraints and potential impacts associated with the project. City of Cupertino Exhibits A, B & C Revised Page 3 of 14 Amendment No. 1: Civic Center Master Plait & Parking Garage Conceptual Plarming Project - Environmental Services Consultant: David J. Powers TASK 3B PREPARATION OF ADMINISTRATIVE DRAFT INITIAL STUDY Introduction An introduction will provide background on the proposed project. The purpose and requirements for an IS under CEQA will be discussed. Project Description The IS will describe the proposed project, including the physical characteristics (new buildings design/size, parking allocation, site access, etc.). 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 for development of the project and decision-making agencies. Maps and graphics will be provided to illustrate the text. Consistency with Plans and Policies In relevant sections throughout the IS, discussions of the proposed project's consistency with the City of Cupertino's General Plan, Santa Clara Valley Urban Runoff Pollution Prevention Program, and other applicable plans and policies will be included. Particular attention will be given to inconsistencies, if any are identified. Environmental Setting, Checklists, Impacts and' Mitigations An overview of the environmental setting will be described. The IS will include a checklist based on the form recommended by the State C]EQA Guidelines. Each impact identified in the checklist will be addressed, including a discussion of its significance as well as project -specific mitigation measures to reduce impacts, if warranted. A description of the primary issues to be addressed is provided below. A PSth Pti c,, The IS will describe the existing visual character of the project area and will include photographs to illustrate the text. The IS will also describe the aesthetic changes that will result from implementation of the proposed project. The IS will generally describe the change in views from scenic thoroughfares, impacts to scenic resources, and/or changes to scenic vistas that may result from implementation of the proposed project. City of Cupertino Exhibits A, B & C Revised Page 4 of 14 Amendment No. 1: Civic Center Master Plan & Parking Gairage Conceptual Planning Project — Environmental Services Consultant: David J. Powers Air. Qualitti The IS will describe the air quality within the Ciity, based upon information prepared by IUingwoith & Rodkin, as a subconsultant to DJP&:A. Th.is scope assumes that traffic data is provided to DJP&A for use in the preparation of the IS air quality analysis. Primary air quality issues associated with the project would be community risk impacts (Toxic Air Contaminants or TACs) associated with project construction on existing nearby sensitive receptors, including residences. The analysis will be used to describe any potential air quality impacts to future uses, and any potential impacts from the construction of the project on nearby residents and other sensitive uses. The risks associated with modeled construction period concentrations would be computed following BAAQMD risk management policy guidance. The risks would be compared against BAAQMD CEQA thresholds. Mitigation and avoidance measures will be identified, as necessary, for significant impacts. Land Use The IS will describe the historic and current lana uses on the site and in the project area, in addition to the current General Plan and zoning designations of the site. The IS will identify land use impacts and conflicts that could result to the project from nearby land uses, as well as impacts upon nearby land uses resulting from the project. Mitigation and avoidance measures will be identified, as necessary, for significant land use impacts. Transportation and Traffic The IS will describe the existing traffic and circulation conditions in the project area, based upon a project -specific traffic analysis prepared under separate contract and provided to DJP&A by the City. The traffic analysis will identify the short-term traffic and circulation impacts resulting from the proposed project. The IS will also address the parking requirements associated with the proposed project. Mitigation measures will be identified to reduce or avoid any significant traffic or circulation impacts resulting from the operation of the proposed project, as appropriate. Biological Resources Currently, the project site contains landscaping, public buildings, and parking lots. Special status plant and wildlife species are not expected to be present on the project site, although nesting raptors could be present in the area. The IS will discuss impacts to City of Cupertino ordinance size trees and other trees from construction of the project, based on the City of City of Cupertino Exhibits A, B & C Revised Page 5 of 14 Amendment No. 1: Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Po-vvers Cupertino's tree ordinance. Mitigation and avoidance measures will be identified, as appropriate, to reduce any biological resources :impacts to a less than significant level. Greenhouse Gas Emissions The greenhouse gas emissions section of the IS will discuss the potential for the project to increase greenhouse gas emissions. Mitigation measures and best management practices will be included to reduce greenhouse gas emissions, as feasible. Noise The IS will describe the existing noise sources and levels at the project site based upon a noise analysis prepared by lllingworth & Rodkin, as a subconsultant to DJP&A. The analysis will be used to describe any potential noise impacts to future users, and any potential noise and vibration impacts from the construction of the project on nearby residents and other sensitive uses Mitigation measures will be identified to reduce potentially significant noise impacts to less than significant levels. Other Sections The IS will also address all other issues in the checklist, including agricultural resources, cultural resources, geology and soils, hydrology and water duality, hazardous materials, mineral resources, population and housing, public services, recreational facilities, and utilities and service systems based upon existing available information. Mitigated Negative Declaration If all potential environmental impacts can be mitigated to a less than significant level, the project will be eligible for a Mitigated Negative Declaration (MND) under. CEQA. The MND will be attached to the IS and will include a brief description of the project; including location, project impacts, and mitigation measures included in the project to avoid any significant effects. City of Cupertino Exhibits A, B & C Revised Page 6 of 14 Amendment No. 1: Civic Center Master Plan & Parking Garage Conceptual Plarming Project — Environmental Services Consultant: David J. Powers TASK 3C SUBMITTAL OF THE ADMINISTRATIVE DRAFT IS DJP&A will prepare up to five (5) copies of. the Administrative Draft IS. These copies will be submitted to the City staff for review and comrrient. A pdf copy will also be provided. TASK 3D PREPARATION OF PUBLIC .R.EVIEw DRAFT INITIAL STUDY Revisions will be made to th.e Administrative Draft IS, based on comments received from City staff. This scope of work assumes that no additional technical analyses are required to respond to City comments. After revision, a screen check version of the document will be sent to the City in electronic format for final approval. Up to twenty (20) copies of the Draft IS will be provided to the City for distribution to the public and appropriate agencies. The Draft IS will also be provided in an electronic format for posting to the City's web site. DJP&A will also provide guidance to the City regarding the necessary notification (i.e., Notice of Intent to Adopt a Mitigated Negative Declaration) associated with distribution of the public review Draft IS. DJP&A will provide drafts of the notices for use by the City. This scope assumes that all the necessary notification posting associated with distribution of the public review Draft IS will be completed by the City, including publication in a regional newspaper.. TASK 3E RESPONSE TO PUBLIC COMMENTS DJP&A will assist the City in. responding to substantive comments received on the Draft IS during the public review period, and will make any necessary changes to the Draft IS based upon the comments received. Once all the public comments are received, DJP&A will evaluate and determine the level of effort required. The cost for this effort will be based on a negotiated fee and an Additional Service Directive (ASD) issued by the City. The responses will be provided to City staff in the form of a memorandum that can be attached to the Staff Report for the project. This scope of work does not include work related to a protest of the Negative Declaration. Because we cannot predict what issues might be raised in such a protest, we cannot budget the time to respond. We can, however, provide assistance to the City staff in defending a Negative Declaration if it is protested, and if requested to do so. The cost would be on a -time and materials basis or negotiated fee and an ASD or Amendment issued. City of Cupertino Exhibits A, B & C Revised Page 7 of 14 Amendment No. 1: Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers TASK 3F MITIGATION MONITORING, OR REPORTING PLAN A Mitigation, Monitoring, or Reporting Plan (MMRP) will be prepared in conformance with the CEQA Guidelines and City of Cupertino requirements. The MMRP will identify significant adverse impacts, proposed mitigation, and the person or agency responsible for overseeing the mitigation and the method for ensuring the mitigation is implemented. The MMRP will be designed to fit into the City's existing entitlement: and project review process. A draft MMRP will be provided to the City prior to consideration of the project by.the decision -makers. After review and comment on the Draft MMRP, DJP&:A will revise the MMRP, according to the comments provided, and will submit the Final MMRP to the City. TASK 3G ATTEND HEARINGS/MEETINGS This scope of work includes DJP&A attendance at up to five (5) meetings and/or public hearings. If. additional meetings are needed, they can be added upon City approval of Additional Services Directive (ASD). TASK 3H PREPARATION OF NOTICE OF DETERMINATION DJP&A will prepare the Notice of Determination (NOD) for the CEQA process. DJP&A will also file the NOD at the County Clerk's office within five working after the decision to approve the project has been made. This scope includes DJP&A payment of. County Clerk filing fees ($50) and the California Department of. Fish and. Wildlife filing fee (approximately $2,500) for. the IS/MND, if these fees vary, an ASD will be issued. TAKS 3I PROJECT MANAGEMENT AND COORDINATION DJP&A will oversee the management of the IS, including all subconsultants, document production, QA/QC, and related activities. These activities include management of the project scope, budget, and schedule for environmental compliance activities. ADDITIONAL SERVICES Consultant Services beyond the work in these tasks may be provided by CONSULTANT as Additional Services only if. such Additional Services are authorized in writing by the CITY in advance. An Additional services amount of EIGHT THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($ 8,750.00) is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. Cite of Cupertino Exhibits A, B & C Revised Page 8 of 14 Amendment No. 1: Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers EXHIBIT C' REVISED COMPEI`ISATION 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, additional services and reimbursable expenses, shall not exceed FIFTY EIGHT THOUSAND DOLLARS ($ 58,000). COI',TSULTANT agrees that it shall perform all of the services set forth in Exhibit A REVISED of this AGREEMENT, except for additional services required pursuant to Section 2, TASKS and inclusive of reimbursable expenses, for the maximum not to exceed amount of. FOURTY NINE THOUSAND TWO HUNDRED FIFTY DOLLARS ($ 49,250). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C REVISED is EIGHT THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($ 8,750). B. Method of Payment For Task Nos. 1 through 3 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. City of Cupertino Exhibits A, B & C Revised Page 10 of 14 Amendment No. 1: Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers EXHIBIT B REVISED SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by May 31, 201.5 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 #1A: Site Investigation and Condition Assessment 1 week --- DJP&A receives plans and the traffic analysis after signing Receive noise and air quality reports Week 4 theagreement Task#1.13 Environmental Opportunities & Constraints Analysis 1 week DJP&A revises IS/MND per comments received &: prepares Screencheck I S/MND * Week 10 after signing Week 11 DJP&A revises Screencheck IS/MND and print IS/MND for Circulation theagreement Task #2: _ Meetings/coordination 1 week Prepare draft Mitigation Monitoring and Reporting;_ Program (MMRP) after signing City staff review of draft MMRP (one week) Week 17 theagreement Task #3 _ Initial Study Preparation See Schedule Prepare and File NOD Within 5 days of adoption of MND Below Task3 Initial Study Preparation Optimum IS/MND Schedule Completed at End ofWeek Receive Authorization to Proceed --- DJP&A receives plans and the traffic analysis Week 1 Receive noise and air quality reports Week 4 DJP&A completes and submits Administrative Draft IS/MND to City Week 6 City staff review of Administrative Draft IS/MND (assumes 2 week review) Week 8 DJP&A revises IS/MND per comments received &: prepares Screencheck I S/MND * Week 10 City reviews and approves Screencheck IS/MND Week 11 DJP&A revises Screencheck IS/MND and print IS/MND for Circulation Week 12 End of 20 -day public review period Week 15 DJP&A assists City in preparation of Responses to Comment Prepare draft Mitigation Monitoring and Reporting;_ Program (MMRP) Week 16 City staff review of draft MMRP (one week) Week 17 Revise MMRP per comments received — prepare Final MMRP Week 18 Attend Public Hearing - adoption of MND March 3, 2015 Prepare and File NOD Within 5 days of adoption of MND City of Cupertino Exhibits A, B & C Revised Page 9 of 14 Amendment No. 1: Civic Center Master Plan & Parki.ng Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation Task #1.A: Site Investigation and Condition Assessment $ 2,000 Task #113: Environmental Opportunities & Constraints Analysis $ 5,000 Task #2: Meeting/Coordination $ 2,500 Task #3 Initial Study Preparation $39,750 Additional Services $ 8,750 TOTAL $ 58,000 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 FIFYTY EIGHT THOUSAND DOLL,4RS ($ 58,000). City of Cupertino Exhibits A, B & C Revised Page 11 of 14 Amendment No. 1: Civic Center Master Plan & Parking Garage Conceptual Planning Project - Environmental Services Consultant: David J. Powers D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE Task #1.A - Site Investigation and Condition Assessment Task #113 — Environmental Opportunities & Constraints Analysis Task #2 — Meeting/coordination Task #3 — Initial Study Preparation Additional Services PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE 100% 100% 100% 100% Paid Pursuant to Subsection G below 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 CONSULTANT's lump sum 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 1-3 of. EXHIBIT A REVISED. G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of EIGHT THOUSAND SEVEN HUNDRED FIFTY DOLLARS ($ 8,750) for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. City of Cupertino Exhibits A, B & C Revised Page 12 of 14 Amendment No. 1: Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during; the previous month. In the event Additional Services are authorized, CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule attached to this EXHIBIT C REVISED. The rates shown in the EXHIBIT C-1. REVISED sail stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C REVISED. City of Cupertino Exhibits A, B & C Revised Page 13 of 14 Amendment No. 1: Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers EXHIBIT C•1 REVISED CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES David J. Powers & Associates Rates: Hourly Rates SENIOR PRINCIPAL $ 255.00 PRINCIPAL PROJECT MANAGER $ 225.00 SENIOR ENVIRONMENTAL SPECIALIST $ 200.00 SENIOR PROJECT MANAGER $ 180.00 ENVIRONMENTAL SPECIALIST $ 1.65.00 PROJECT MANAGER $ 155.00 ASSOCIATE PROJECT MANAGER $ 140.00 ASSISTANT PROJECT MANAGER $ 1.15.00 RESEARCHER $ 100.00 DRAFTSPERSON/GRAPHIC ARTIST $ 90.00 DOCUMENT PROCESSOR/QUALITY CONTROL $ 90.00 ADMINISTRATIVE MANAGER $ 90.00 OFFICE SUPPORT $ 75.00 MATERIALS, OUTSIDE SERVICES AND SUBCONSULTANTS INCLUDE A 15% ADMINISTRATION FEE. MILEAGE WILL BE CHARGED PER THE CUF:RENT IRS STANDARD MILEAGE RATE AT THE TIME COSTS OCCUR. City of Cupertino Exhibits A, B & C Revised Page 14 of 14 Amendment No. 1: Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environ -mental Services Consultant: David J. Powers 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 CUPERTINO March 26, 2014 David J. Powers & Associates, Inc. 1871 The Alameda, Suite 200 San Jose, CA 95126 Re: Agreement for consultant services Enclosed for your records is a fully executed original copy of the agreement with the City of Cupertino. If you have any questions, please contact the Public Works Department at (408) 777-3354. Sincerely, Andrea Sanders Senior Office Assistant City Clerk's Office Enclosure cc: Public Works AGREEMENT BETWEEN THE CITY OF CUPERTINO AND DAVID J. POWERS &ASSOCIATES, INC. FOR ENVRIONMENTAL CONSULTANT SERVICES FOR THE CIVIC CENTER MASTER PLAN & PARKING GARAGE CONCEPTUAL PLANNING PROJECT p0 �-�J-P9J THIS AGREEMENT, for reference dated March 10, 2014, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and DAVID J. POWERS & ASSOICATES, INC., a California corporation whose address is 1871 The Alameda, Suite 200, San Jose, Ca 95126; phone no.: 408-248-35.00 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: 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 Muunicipal 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 environmental consultant services for the Civic Center Master Plan & Parking Garage Conceptual Plarming 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 March 10, 2014 and shall terminate on June 30, 2014, unless terminated earlier as set forth herein. Cite of Cupertino A(Ireement Page 1 of 13 Civic Center Master Plan & Parking Garage Conceptual Planning Project— Environmental Services Consultant: David J. Powers 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 PERFOMRANCI,: 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 incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed Ten Thousand Five Hundred Dollars ($ 10,500). 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 therm 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 Cit} of Cupertino Agreement Page 2 of 13 Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers 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 (IBCA): 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. 9. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimiriation 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. 10. PROTECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes Linder this Agreement. Katy Jensen, 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 City of Cupertino Agreement Page 3 of 13 Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental services Consultant: Daviel J. Powers designated Consultant Project Manager shall be Jodi Starbird, Principal Project Manger. HOLD HARMLESS: Indemnification: A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volLurteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of comisel 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 negligence or willful misconduct of City, its agents or employees. B. Claims for Other Liability. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement indemnify, defend, and hold harmless 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 performance of this Agreement by 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. City of Cupertino Agreement Page 4 of 13 Civic Center Master Plan & Parking Garage Conceptual Planning Project- Environmental Services Consultant: David J. Powers 11. 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, 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 or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." Itis 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 accep able 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: City of Cupertino (1) Workers' Compenszttion: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minnimuln 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 Agreement Page 5 of 13 Civic Center Master Plan 8 Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers or Combined Single Limit: $500,000 each occurrence (4) Professional Liabili itty: Professional liability insurance which includes coverage for the professional acts; errors and omissions of Consultant in the amount of at least $1,000,000. 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 Linder 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 connputed 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 Linder 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. City of Cupertino Agreement Page 6 of 13 Civic Center Master Plan & Parking Garage Conceptcral Planning Project — Environmental Services CollSUltant: David J. Powers 12. 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 snake certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 13. 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 Colder this Agreement may be assigned to a 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. 14. 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 employs 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. Cit} of Cupertino Agreement Page 7 of 13 Civic Center Master Plan & Parking Garage Conceptual Planning Project— Environmental Services Consultant: David J. Powers 15. 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. 16. 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 ]'or 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 time 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 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. City of Cupertino Agreement Page 8 of 13 Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers 17. 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. 18. 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: Katy Jensen E-mail: katyj@cupertnzo.org City of Cupertino Agreement Page 9 of 13 Civic Center Master Plan .& Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Jodi Starbird, Principal Project Manager 1871. The Alameda, Suite 200 San Jose, CA 95126 Phone no. 408-454-3437 E-mail: jstarbird«davidjpowers.com 19. 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 the time specified after receipt by Consultant from City of written notice of default, specifying thenature 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. 20. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 21. 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. City of Cupertino Agreement Page 1.0 of 13 Civic Center Master Plan & Parking Garage Concephi.il Planning Project— Environmental Services Consultant: Daviel J. Powers 22. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show brills, lithographs, posters or cards of any kind pertaining to the services performed wider this Agreement unless prior written approval has been secured from City to do otherwise. 23. 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. 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 City of Cupertino Agreement Page 11 of 13 Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: Daviel J. Powers 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. City of Cupertino Agreement Page 12 of 13 Civic Center Master Plan & Parking Garage Conceptu,II Planning Project — Environmental Services Consultant: David J. Powers P.O. No. ,w, k, j IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT +CITY OF CUPERTINO A Municipal Corporation DAVID J. POWERS & ASSOCIATES, IiVC. By �J Timm Borden, Director of Public Works Name Title FF -1 Nc kFA, L - Date �J 11 1 Tax I.D. No.: 1-7 - 0Z � C� 511 1871 The Alameda, Suite 200 San Jose, CA, 95126 Phone no. 408-454- 3500 Date APPROVED AS TO FORM: Carol Korade, City Uttoiney ATTEST: Grace Schmidt, City Clerk Contract Amount: $10,500 Account No.: 420-9144-9300�%� J( P- / City of Cupertino Agreement Page 13 of 13 Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental services Consultant: Daviel J. Powers EXHI131T A SCOPE OF SERVICES CONSULTANT shall perform professional environmental services as detailed in the following sections related to the Cupertino Civic Center Master Plan & Parking Garage Conceptual Planning project. SECTION 1. GENERAL A. General PROJECT Description: David J. Powers & Associates, Inc. (DJP&A), provide environmental services, for the Cupertino Civic Center Master Plan & Parking Garage Conceptual Planning project. The City is moving forward with the Alternative 3: Civic Life For the Civic Center Master Plan along with a conceptual plan for a parking garage. David J. Powers and Associates (DJP&A) to: 1) provide an environmental existing conditions opportunities and constraints analysis prior to the design phase (Phase 1); 2) provide input during the development and .refinement of the Master Plan alternative and Parking Garage design (Phase 2). B. General Performance Requirements: I Theperformance 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 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 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,fodi Starbird as CONSULTANT's Principal -in - Cite of Cupertino Exhibits A, B & C Page 1 of 9 Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers 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. CONSULTANT shall assist the CITY, as requested by the CITY, in connection with the CITY's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the PROJECT. SECTION 2. TASKS PHASE 1 EXISTING CONDITIONS/ANALYSIS/EARLY CONCEPT TASK 1A. SITE INVESTIGATION AND CONDITION ASSESSMENT DJP&A will attend a kick-off meeting with the City staff and project team to develop an understanding of the project and confirm the project approach. DJP&A will review relevant background and technical information provided by the City and/or the project team. It is anticipated that this will include review of draft plans and prior technical/environmental reports. This scope of work also includes tune for general coordination and correspondence with the City staff and the project team throughout the Phase 1 process. Coordination will take place in the form of phone calls, e-mail correspondence, and meetings, as necessary. DJP&A will conduct a site visit to evaluate and document the existing project site conditions, including a survey of the existing trees on-site. The data collected will be utilized to the extent possible in the preparation of the CEQA documentation should the City elect to have DJP&A complete the final CEQA documents. TASK 113 ENVIRONMENTAL OPPOR`]CUNITIES AND CONSTRAINTS ANALYSIS DJP&A will prepare a brief memo report that describes the existing environmental opportunities and constraints and issues associated with the Civic Center Master Plan Alternative 3 and Parking Garage Conceptual Pl.annin,g Project as currently envisioned. DJP&A will summarize potential issues such as visual/aesthetics, cultural & biological resources, traffic and parking, construction -related water and air quality and noise, geology & soils, hazards, etc., in the constraints analysis. The memo report will also include a comprehensive list of all City of Cupertino Exhibits A, B & C Page 2 of 9 Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Provers permits, regulatory and environmental approvals, and other agencies or utilities that will need to be coordinated with as a result of the proposed Master Plan. DJP&A will provide the constraints analysis to the City for review and consideration in selecting the preferred project design. This scope of work includes time for DJP&A to respond to one round of comments from the City and to revise the constraints analysis, as necessary. PHASE 2 REFINEMENT SERVICES TASK 2 MEETINGS/COORDINATION As the project is developed and refined, DJP&A will attend up to two meetings/hearings with the City staff and project team to provide input for selection of the preferred project design. This scope of work also includes tithe for general coordination and correspondence with the City staff and the project team throughout the Phase 2 process. Coordination will take place in the form of phone calls, e-mail correspondence, and up to two (2) meetings, as necessary. ADDITIONAL SERVICES Consultant Services beyond the work in these tasks may be provided by CONSULTANT as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional services amount of ONE THOUSAND DOLLARS ($ 1,000.00) is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed.. City of Cupertino Exhibits A, B & C Page 3 of 9 Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers EXHI131T B SCHEDULE OF YERFORMANCE CONSULTANT shall complete all work by June 30, 2014. 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 #1A: Site Investigation and Condition Assessment 1 week after signing theagreement Task#113 Environmental Opportunities &: Constraints Analysis 1 -week After signing theagreement Task #2: Meetings/coordination 1 week after signing the agreement City of Cupertino Exhibits A, B & C Page 4 of 9 Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers 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, additional services and. reimbursable expenses, shall not exceed TEN THOUSAND FIVE HUNDRED DOLLARS ($ 10;500). CONSULTANT agrees that it shall perform all of the services set forth in Exhibit A of this AGREEMENT, except for additional services required pursuant to Section 2, TASKS and inclusive of reimbursable expenses, for the maximum not to exceed amount of NINE THOUSAND FIVE HUNDRED DOLLARS ($ 9,500). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C is ONE THOUSAND DOLLARS ($ 7,000). B. Method of Payment For Task Nos. 7 through 2 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 hist 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. City of Cupertino Exhibits A, B & C Page 5 of 9 Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation Task #1A: Site Investigation and Condition Assessment $ 2,000 Task #1B: Environmental Opportunities & Constraints Analysis $ 5,000 Task #2: Meeting/Coordination $ 2,500 Additional Services $ 1,000 TOTAL $ 10,500 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 TEN THOUSAND FIVE HUNDRED DOLLARS ($ 1.0,500). City of Cupertino Exhibits A, B & C Page 6 of 9 Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE Task #1A — Site Investigation and Condition Assessment Task #113 — Environmental Opportunities & Constraints Analysis Task #2 — Meeting/coordination Additional Services PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE 100% 100% 100% Paid Pursuant to Subsection G below 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 CONSULTANT's lump sum compensation, including, but not hinited'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 1-2 of EXHIBIT A. G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the surn of ONE THOUSAND DOLLARS ($ 1,000) for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during; the previous month. In the event Additional Services are authorized, CONSULTANT shall submit Invoices in accordance with the City of Cupertino Exhibits A, B & C Page 7 of 9 Civic Center Master Plan & Parking Garage Conceptual Planning Project —,Environmental Services Consultant: David J. Powers CONSULTANT hourly rate schedule attached to this EXHIBIT C. The rates shown in the EXHIBIT C-1 sall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. City of Cupertino Exhibits A, B & C Page 8 of 9 Civic Center Master Plan & Parking Garage Conceptual Pinnning Project — Environmental Services Consultant: David J. Powers EXHIBIT G1 CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES David J. Powers & Associates Rates: Hourly Rates SENIOR PRINCIPAL .$250.00 PRINCIPAL PROJECT MANAGER $ 220.00 SENIOR ENVIRONMENTAL SPECIALIST $1.95.00 SENIOR PROJECT MANAGER $ 175.00 ENVIRONMENTAL SPECIALIST $ 1.60.00 PROJECT MANAGER $ 150.00 ASSOCIATE PROJECT MANAGER $ 1.35.00 ASSISTANT PROJECT MANAGER $ 11.0.00 RESEARCHER $ 95.00 DRAFTSPERSON/GRAPHIC ARTIST $ 85.00 DOCUMENT PROCESSOR/QUALITY CONTROL $ 85.00 ADMINISTRATIVE MANAGER $ 85.00 OFFICE SUPPORT $ 70.00 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. Cite of Cupertino Exhibits A, B & C Page 9 of 9 Civic Center Master Plan & Parking Garage Conceptual Planning Project — Environmental Services Consultant: David J. Powers