14-064 MIG for consultant services for Vallco Shopping District Connectivity Plan OFFICE OF THE CITY CLERK
CITY HALL
10300 TORRE AVENUE•CUPERTINO, CA 95014-3255
TELEPHONE:(408),777-3223• FAX: (408)777-3366
C U P E RT I N O WEBSITE:WWW.CUPE)rtino.org
April 16, 2014
MIG
800 Hearst Avenue
Berkley, CA 94710
Re: Agreement for consultant services for Vallco Shopping District Connectivity Plan
A fully executed copy of the agreement for consultant services with the City of
Cupertino is enclosed. If you have any questions or need additional information, please
contact the Community Development Department at (408) 777-3308.
Sincerely,
Andrea Sanders
Senior Office Assistant
City Clerk's Office
Enclosure
cc: Community Development
o 00
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND MIG
FOR CONSULTANT SERVICES VALLCO SHOPPING DISTRICT
CONNECTIVITY PLAN
THIS AGREEMENT, for reference dated March 28th, 2014, is by and
between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to
as "City"), and MIG, a California corporation, whose address is 800 Hearst
Avenue, Berkeley, California 94710 (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 Municipal Code.
B. Consultant is specially trained, experienced and competent to
perform the special services which will be required by this Agreement; and
C. Consultant possesses the skill, experience, ability, background,
certification and knowledge to provide the services described in this Agreement
on the terms and conditions described herein.
D. City and Consultant desire to enter into an agreement for
consulting services for the Vallco Shopping District Connectivity Plan 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 281h, 2014, and shall
terminate on Tune 30, 2015, unless terminated earlier as forth herein.
2. SERVICES TO BE PERFORMED:
Consultant shall perform each and every service set forth in Exhibit A,
which is attached hereto and incorporated herein by this reference, in accordance
with the terms and conditions set forth in this agreement. City has the sole
discretion to approve optional tasks in Exhibit A, and is under no obligation to
do so.
3. COMPENSATION TO CONSULTANT:
4. Consultant shall be compensated for services performed pursuant to this
Agreement in the amount set forth in Exhibit "B" which is attached hereto and
incorporated herein by this reference, for a total not to exceed FIFTEEN
THOUSAND, FIVE HUNDRED AND TEN DOLLARS ($15,510). If the City
exercises its option to include additional tasks, such tasks shall be compensated
in the amount in Exhibit "B", not to exceed an additional ONE THOUSAND SIX
HUNDRED TWENTY DOLLARS ($1,620) for a total contract amount not to
exceed SEVENTEEN THOUSAND ONE HUNDRED THIRTY DOLLARS
($17,130). Payment shall be made by cftecks drawn on the treasury of the City, to
be taken from the 110-2211, BS 23034 funds.
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 riot employed by the City nor have any
contractual relationship with City.
6. INDEPENDENT PARTIES:
City and Consultant intend that the relationship between them created by
this Agreement is that of employer-ind.ependent contractor. The manner and
means of conducting the work are under the control of Consultant, except to the
extent they are limited by statute, rule or regulation and the express terms of this
Agreement. No civil service status or other right of employment will be acquired
by virtue of Consultant's services. None of the benefits provided by City to its
employees, including but not limited to, unemployment insurance, workers'
compensation plans, vacation and sick leave are available from City to
Consultant, its employees or agents. Deductions shall not be made for any state
or federal taxes, FICA payments, PERS payments, or other purposes normally
associated with an employer-employee relationship from any fees due
Consultant. Payments of the above items, if required, are the responsibility of
Consultant.
7. IMMIGRATION REFORM ANI) CONTROL ACT (IRCA):
Consultant assumes any and all :responsibility for verifying the identity
and employment authorization of all of his/her employees performing work
hereunder,. pursuant to all applicable I:R.CA 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.
8. NON-DISCRIMINATION:
Consistent with City's policy that harassment and discrimination are
unacceptable employer/employee conduct, Consultant agrees that harassment or
discrimination directed toward a job applicant, a City employee, or a citizen by
Consultant or Consultant's employeE! or subcontractor on the basis of race,
religious creed, color, national origin, ancestry, handicap, disability, marital
status, pregnancy, sex, age, or sexual orientation will not be tolerated.
Consultant agrees that any and all violations of this provision shall constitute a
material breach of this Agreement.
9. HOLD HARMLESS:
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, whether
physical, emotional, consequential or otherwise, arising out, pertaining to, or
related to the negligent 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
approved by City, not unreasonably withheld, expert fees and all other costs and
fees of litigation.
10. INSURANCE:
On or before the commencement of the term of this Agreement,
Consultant shall furnish City with certificates showing the type, amount, class of
operations covered, effective dates and elates of expiration of insurance coverage
in compliance with paragraphs 9A, 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." It is agreed that
Consultant shall maintain in force at all times during the performance of this
Agreement all appropriate coverage of insurance required by this Agreement
with an insurance company that is acceptable to City and licensed to do
insurance business in the State of California. Endorsements naming the City as
additional insured shall be submitted with the insurance certificates.
A. COVERAGE:
Consultant shall maintain the following insurance coverage:
(1) Workers' Compensation:
Statutory coverage as required by the State of California.
(2) Liability:
Commercial general liability coverage in the following
minimum limits:
Bodily Injury: $500,000
each occurrence
$1,000,000
aggregate- all other
Property Damage: $100,000 each occurrence
$250,000 aggregate
If submitted, combined single limit policy with aggregate
limits in the amounts of $1,000,000 will be considered
equivalent to the required minimum limits shown above.
(3) Automotive:
Comprehensive automotive liability coverage in the
following minimum limits:
Bodily Injury: $500,000 each occurrence
Property Damage: $100,000 each occurrence
or
Combined Single Limit: $500,000 each occurrence
(4) Professional Liability:
Professional liability insurance which includes coverage for
the professional acts, errors and omissions of Consultant in
the amount of at least$1,000,000.
B. SUBROGATION WAIVER:
Consultant agrees that in the event of loss due to any of the perils for
which he/she has agreed to provide comprehensive general and automotive
liability insurance, Consultant shall look solely to his/her insurance for recovery.
Consultant hereby grants to City, on behalf of any insurer providing
comprehensive general and automotive liability insurance to either Consultant or
City with respect to the services of Consultant herein, a waiver of any right to
subrogation which any such insurer of said Consultant may acquire against City
by virtue of the payment of any loss under such insurance.
C. FAILURE TO SECURE:
If Consultant at any time during the term hereof should fail to secure or
maintain the foregoing insurance, City shall be permitted to obtain such
insurance in the Consultant's name or as an agent of the Consultant and shall be
compensated by the Consultant for the costs of the insurance premiums at the
maximum rate permitted by law and computed from the date written notice is
received that the premiums have not been paid.
D. ADDITIONAL INSURED:
City, its City Council, boards and commissions, officers, employees and
volunteers shall be named as an additional insured under all insurance coverage,
except any professional liability insurance, required by this Agreement. The
naming of an additional insured shall not affect any recovery to which such
additional insured would be entitled under this policy if not named as such
additional insured. An additional insured named herein shall not be held liable
for any premium, deductible portion of any loss, or expense of any nature on this
policy or any extension thereof. Any other insurance held by an additional
insured shall not be required to contribute anything toward any loss or expense
covered by the insurance provided by this policy.
E. SUFFICIENCY OF INSURANCE:
The insurance limits required by City are not represented as being
sufficient to protect Consultant. Consultant is advised to confer with
Consultant's insurance broker to determine adequate coverage for Consultant.
11. CONFLICT OF INTEREST:
Consultant warrants that it is not a conflict of interest for Consultant to
perform the services required by this Agreement. Consultant may be required to
fill out a conflict of interest form if the services provided under this Agreement
require Consultant to make certain governmental decisions or serve in a staff
capacity as defined in Title 2, Division 6, Section 18700 of the California Code of
Regulations.
12. PROHIBITION AGAINST TRANSFERS:
Consultant shall not assign, .sublease, hypothecate, or transfer this
Agreement, or any interest therein, directly or indirectly, by operation of law or
otherwise, without prior written consent: of City. Any attempt to do so without
said consent shall be null and void, and any assignee, sub-lessee, hypothecate or
transferee shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer. However, claims for money by
Consultant from City under this Agreement may be assigned to a 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 co-tenancy, which shall result in changing the
control of Consultant, shall be construed as an assignment of this Agreement.
Control means fifty percent (50%) or more of the voting power of the
corporation.
13. SUBCONTRACTOR APPROVAL:
Unless prior written consent from City is obtained, only those people and
subcontractors whose names and resumes are attached to this Agreement shall
be used in the performance of this Agreement. Consultant may change or add
subcontractors only with the prior written approval of City.
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, autornobile and professional liability insurance
in reasonable conformity to the insurance carried by Consultant. In addition,
any work or services subcontracted hereunder shall be subject to each provision
of this Agreement.
14. PERMITS AND LICENSES:
Consultant, at his/her sole expense, shall obtain and maintain during the
term of this Agreement, all appropriate permits, certificates and licenses
including, but not limited to, a City Business License, that may be required in
connection with the performance of services hereunder.
15. REPORTS:
A. Each and every report, draft, work product, map, record and other
document, hereinafter collectively referred to as "Report", reproduced, prepared
or caused to be prepared by Consultant pursuant to or in connection with this
Agreement, shall be the exclusive property of City. Consultant shall not
copyright any Report required by this Agreement and shall execute appropriate
documents to assign to City the copyright to Reports created pursuant to this
Agreement. Any Report, information and data acquired or required by this
Agreement shall become the property of City, and all publication rights are
reserved to City. Consultant may retain a copy of any report furnished to the
City pursuant to this Agreement.
B. All Reports prepared by Consultant may be used by City in
execution or implementation of:
(1) The original Project for which Consultant was hired;
(2) Completion of the original Project by others;
(3) Subsequent additions to the original project; and/or
(4) Other City projects as appropriate.
C. Consultant shall, at such 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 ;jingle 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 Corsultant without prior approval by City. If
such Reports are reused by City for any purpose other than that for which such
Reports were originally prepared, or if City causes such Reports to be altered
without Consultant's written consent, such reuse shall be at City's risk.
16. RECORDS:
Consultant shall maintain complete and accurate records with respect to
sales, costs, expenses, receipts and other such information required by City that
relate to the performance of services under this Agreement.
Consultant shall maintain adequate records of services provided in
sufficient detail to permit an evaluation of services. All such records shall be
maintained in accordance with generally accepted accounting principles and
shall be clearly identified and readily accessible. Consultant shall provide free
access to such books and records to the representatives of City or its designees at
all proper times, and gives City the right to examine and audit same, and to
make transcripts therefrom as necessary, and to allow inspection of all work,
data, documents, proceedings and activities related to this Agreement. Such
records, together with supporting documents, shall be kept separate from other
documents and records and shall be maintained for a period of three (3) years
after receipt of final payment.
If supplemental examination or audit of the records is necessary due to
concerns raised by City's preliminary examination or audit of records, and the
City's supplemental examination or audit of the records discloses a failure to
adhere to appropriate internal financial controls, or other breach of contract or
failure to act in good faith, then Consultant shall reimburse City for all
reasonable costs and expenses associated with the supplemental examination or
audit.
17. NOTICES:
All notices, demands, requests or approvals to be given under this
Agreement shall be given in writing and conclusively shall be deemed served
when delivered personally or on the second business day after the deposit
thereof in the United States Mail, postage prepaid, registered or certified,
addressed as hereinafter
provided.
All notices, demands, requests, or approvals from Consultant to City shall
be addressed to City at:
City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
Attention: Aarti Shrivastava, Director of Community Development
All notices, demands, requests, or approvals from City to Consultant shall
be addressed to Consultant at:
MIG, Inc.
800 Hearst Avenue
Berkeley, California 94710
Attention: Chris Beynon, AICP
18. TERMINATION:
In the event Consultant fails or refuses to perform any of the provisions
hereof at the time and in the manner required hereunder, Consultant shall be
deemed in default in the performance of this Agreement. If such default is not
cured within the time specified after receipt by Consultant from City of written
notice of default, specifying the nature of such default and the steps necessary to
cure such default, City may terminate the Agreement forthwith by giving to the
Consultant written notice thereof.
City shall have the option, at its sole discretion and without cause, of
terminating this Agreement by giving; seven (7) days' prior written notice to
Consultant as provided herein. Upon termination of this Agreement, each party
shall pay to the other party that portion of compensation specified in this
Agreement that is earned and unpaid prior to the effective date of termination.
19. COMPLIANCES:
Consultant shall comply with all state or federal laws and all ordinances,
rules and regulations enacted or issued by City.
20. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of
the State of California excepting any choice of law rules which may direct the
application of laws of another jurisdiction. The Agreement and obligations of the
parties are subject to all valid laws, orders, rules, and regulations of the
authorities having jurisdiction over this Agreement (or the successors of those
authorities.)
Any suits brought pursuant to this Agreement shall be filed with the
courts of the County of Santa Clara, State of California.
21. ADVERTISEMENT:
Consultant shall not post, exhibit, display or allow to be posted, exhibited,
displayed any signs, advertising, shove bills, lithographs, posters or cards of any
kind pertaining to the services performed under this Agreement unless prior
written approval has been secured from City to do otherwise.
22. WAIVER:
A waiver by City of any breach of any term, covenant, or condition
contained herein shall not be deemed to be a waiver of any subsequent breach of
the same or any other term, covenant, or condition contained herein, whether of
the same or a different character.
22. INTEGRATED CONTRACT:
This Agreement represents the full and complete understanding of every
kind or nature whatsoever between the parties hereto, and all preliminary
negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions
hereof. Any modification of this Agreement will be effective only by written
execution signed by both City and Consultant.
23. INSERTED PROVISIONS:
Each provision and clause required by law to be inserted into the
Agreement shall be deemed to be enacted herein, and the Agreement shall be
read and enforced as though each were included herein. If through mistake or
otherwise, any such provision is not inserted or is not correctly inserted, the
Agreement shall be amended to make such insertion on application by either
party.
24. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of
the Agreement and in no way affect, liimit or amplify the terms or provisions of
this Agreement.
IN WITNESS WHEREOF, the parties have caused the Agreement to be
executed.
CONSULTANT CITY OF CUPERTINO
A Municipal Corporation
MIG Inc
By By Gary Chao, Assistant Director
Title Communitv Develo ment De artment
Date a- Date.
APPRO ED AS TO FORM:
By
lZity Attorney
ATTEST:
By:
City Clerk
EXPENDITURE DISTRIBUTION _
ACCOUNT NUMBER AMOUNT
110-2211, BS 23034 $17,130.00
POD '1 v 1
® Exhibit A
March 12, 2014
Aarti Shrivastava
Community Development Director
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
Reference: Vallco Shopping District Connectivity Plan, Contract for Services
Dear Aarti:
Thank you again for the opportunity to submit this proposal to assist the City of
Cupertino and KCR Development with the development of the Vallco Shopping District
Connectivity Plan. We understand this is an important and time sensitive project, since
KCR is moving forward with entitlements on a new hotel concurrent with the General
Plan Amendment process.
The following Work Plan includes a detailed scope of work, schedule and budget. We
are happy to discuss any assumptions and details of the Work Program and make
adjustments based on a better understanding of your desired level of effort and areas of
emphasis. If you find the details of this Work Plan acceptable, signature of this letter will
confirm the City's intent to retain MIG for the Vallco Shopping District Connectivity Plan.
As always, MIG appreciates the
opportunity to continue our work with Authorized by:
you, the City and the Cupertino
community! Please feel free to contact -
(Print Name and Title)
me with any questions at 510.845.7549.
Sincerely, Signature
6. Date
Chris Beynon, AICP
Principal
City of Cupertino 1
Vallco Shopping District Connectivity Plan Contract March 12,2014
® ®
City of Cupertino
Vallco Shopping District Connectivity Plan
Work Plan
March 12, 2014
Project Overview
MIG understands that the City would like more planning and design analysis around
future options for improving internal circulation and connectivity throughout the Vallco
Shopping District. The City is currently reviewing a proposed hotel project brought forth
by KCR Development. Per City Council direction, this development project is being
processed concurrently with the General Plan Amendment process because the
proposed hotel project is within the regulatory and development framework of the 2005
General Plan.
The focus of this project will be to assist the City and KCR Development in preparing a
Vallco Shopping District Connectivity Plan that will identify two options for
improving future mobility and connectivity throughout the district. The intent is to
ensure that any development on the KCR site fully integrates into the future circulation
system of the Vallco Shopping District, not just the current layout of facilities. Key
assumptions include:
1. Developing a new connectivity plan that is focused on improving ingress/egress
to different properties, improving transit circulation and improving overall bike and
pedestrian circulation;
2. Creating two options for future connectivity in the Vallco Shopping District, one
that anticipate few changes to existing building layouts and the other that
anticipates major changes to the V allco Shopping Mall as proposed under the
General Plan Amendment process;
3. Keeping the planning and design analysis at a conceptual level, and not
conducting quantitative circulation and traffic analysis; and
4. Coordinating plan input and refinements directly with the City and KCR
Development, and not developing a separate public outreach and participation
process.
City of Cupertino 2
Vallco Shopping District Connectivity Plan Contract March 12,2014
Scope of Work
Task VCP-1.1: Draft Connectivity Plan
MIG will compile and review existing documents, plans and mitigation programs that
relate to both current and future circulation within the Vallco Shopping District area,
including:
• South Vallco Master Plan
• Heart of the City Specific Plan
• KCR Hotel Plan
• Cupertino Square Master Plan Concept (e.g., Sand Hill Property draft plan)
• Main Street Project Documents
• Rosebowl Project Documents
• Apple 2 Project Documents (relative to the new bike/pedestrian path and EIR
circulation mitigation)
Based upon the assessment of existing information, and through discussions with City
staff and KCR Development, MIG will devE!lop a draft Connectivity Plan for the Vallco
Shopping District area. This draft plan will be structured as a chapter of the Vallco
Master Plan. It will include a summary of existing circulation conditions and two future
circulation options. The first option will identify ways to create better internal connectivity
based on current building layouts and assuming the Vallco Shopping Mall will not largely
be changed. The second option will identify ways to create better internal connection
based on anticipated future changes to the Vallco Shopping District, including a major
redesign of the Vallco Shopping Mall site as envisioned under the draft General Plan
Amendment.
For each option, MIG will prepare photos, graphics and diagrams that describe different
travel modes (automobile, transit, bike and pedestrian), facility connectivity, streetscape
and trail connections. The draft plan will be prepared as a Word document with attached
photos, graphics and diagrams. This will allow City staff to easily review and edit as
appropriate. MIG will submit one digital Ward file as part of this task.
Task VCP-1.2: Final Connectivity Plan
MIG will prepare an updated Final Connectivity Plan that reflects City staff and KCR
Development comments and feedback on the draft plan. The final plan will be highly-
graphical and designed using Adobe InDesign. It will include a new layout and template
for the South Vallco Master Plan. MIG will :submit a digital PDF file and five hard copies
to the City.
City of Cupertino 3
Vallco Shopping District Connectivity Plan Contract March 12,2014
v '
Task VCP-1.3: Project Coordination arid Meeting
MIG will manage the process to ensure the project remains on budget and schedule.
This task accounts for MIG's project management and coordination with both City staff
and KCR Development (emails, phone calls, data transfers, etc.). This task includes
MIG's attendance at one meeting in Cupertino with City staff and, as appropriate, KCR
Development staff to review and discuss the Draft Connectivity Plan. This task also
includes MIG holding phone discussions with each of the six property owners within the
Vallco Shopping District site (each phone discussion will be 30 minutes).
Task VCP-0.1:Additional Meetings (optional)
MIG can attend additional one hour meetings in Cupertino with City staff and/or property
owners as needed during the course of this project. The budget has an optional per
meeting cost, which includes meeting preparation, attendance and direct costs.
Deliverables
Item Description Format(s) #of Hard
Copies
Draft Connectivity Plan Approximately 15—20 Page Word Illustrator/Word/PDF 0
document with photos; graphics and
diagrams
Final Connectivity Plan Approximately 15—20 page InDesign Illustrator/InDesign/PDF 5
document with photos, graphics and
diagrams
Schedule
The following is the anticipated schedule for this project:
Task VCP-1.1: Draft Connectivity Plan ...........................................................3 weeks
Task VCP-1.2: Final Connectivity Plan ............_._................._.......................1-2 weeks
Task VCP-1.3: Project Coordination and Meetings........................................ Ongoing
Budget
The following detailed project budget shows MIG staff hours by each task and direct
expenses. The total budget for this project represents the maximum amount not to be
exceeded without authorization by the City of Cupertino. Services will be billed as fixed
fee per task with direct costs charged in addition.
City of Cupertino 4
Vallco Shopping District Connectivity Plan Contract March 12,2014
Exhibit B
project budget I vallco shopping district connectivity plan
M.
C 1 r..• C 11 11 1
VCP-1.1 Draft Connectivity Plan 4 $840 16 $2,320 36 $3,600 2 $200 58 $6,960
VCP-1.2 Final Connectivity Plan 2 $420 6 $870 18 $1,800 0 $0 26, $3.090
VCP-1.3 Project Coordination and Meeting 12 $2,520 12 $1,740 0 $0 4 $400 28 $4,660
Subtotal 18 $3,780 34 $4,930 54 15,400 -6 -$600 112 $1,4,710
Direct Costs*
-- - -- ___ -- ---- ---- --- $800
FINAL TOTAL ---- - __
L------------
*Direct costs include mileage associated with travel,delivery charges and mailings;document printing,large-scale color and b/w printing,and meeting/graph c supplies ----- ---
•
VCP-O(1 !Additional Meetings I 4 $8401 4 $SRO 0 $0 2 1 $200 10 $1,6,20
March 12,2014
6