14-073 Hexagon Transportation for consultant services for the Biltmore CLubhouse Project 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 NI O WEBSITE:www.cupertino.org
May 1, 2014
Hexagon Transportation Consultants, Inc.
1.11 W. St. John Street, Suite 850
San Jose, CA 95113
Re: Agreement for consultant services for the Biltmore Clubhouse Project.
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
�-
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND HEXAGON
TRANSPORTATION CONSULTAN'CS, INC, FOR CONSULTANT
SERVICES FOR THE BILTMORE CLUBHOUSE PROJECT
THIS AGREEMENT, for reference dated April 181h, 2014, is by and
between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to
as "City"), and Hexagon Transportation Consultants, Inc., a California
corporation, whose address is 111 W. St. Tohn Street, Suite 850, San Tose,
California 95113 (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 a traffic
study for seven studio apartments on Blaney Avenue (Biltmore Clubhouse) 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 April 18th, 2014, and shall
terminate on December 31St, 2014, unless terminated earlier as set 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.
3. COMPENSATION TO CONSULTANT:
Consultant shall be compensated for services performed pursuant to this
Agreement in the amount set forth in Exhibit "A" which is attached hereto and
incorporated herein by this reference. Payment shall be made by checks drawn
on the treasury of the City, to be taken from the 110-2211, BS 23085 fund.
4. TIME IS OF THE ESSENCE:
Consultant and City agree that time is of the essence regarding the
performance of this Agreement.
5. 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.
6. INDEPENDENT PARTIES:
City and Consultant intend that the relationship between them created by
this Agreement is that of employer-independent contractor. The manner and
means of conducting the work are under the control of Consultant, except to the
extent they are limited by statute, rule or regulation and the express terms of this
Agreement. No civil service status or other right of employment will be acquired
by virtue of Consultant's services. None of the benefits provided by City to its
employees, including but not limited to, unemployment insurance, workers'
compensation plans, vacation and sick leave are available from City to
Consultant, its employees or agents. Deductions shall not be made for any state
or federal taxes, FICA payments, PERS payments, or other purposes normally
associated with an employer-employee relationship from any fees due
Consultant. Payments of the above itenrns, if required, are the responsibility of
Consultant.
7. IMMIGRATION REFORM AND CONTROL ACT QRCA):
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 IF-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:
Indemnification:
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 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.
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 mE!et such established standard of care, or
is alleged to have breached or failed to meet such standard of care,
Consultant shall, to the fullest extent allowed by law, with respect to all
services performed in connection with the Agreement, indemnify, defend,
and hold harmless the City and :its officers, officials, agents, employees
and volunteers from and against any and all liability, claims, actions,
causes of action or demands whatsoever against any of them, including
any injury to or death of any person or damage to property or other
liability of any nature, that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of Consultant or
Consultant's employees, officers, officials, agents or independent
contractors. Such costs and expenses shall include reasonable attorneys'
fees of counsel of City's choice, expert fees and all other costs and fees of
litigation. Consultant shall not be obligated under this Agreement to
indemnify City to the extent that the damage is caused by the sole
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.
10. INSURANCE:
On or before the commencement of the term of this Agreement,
Consultant shall furnish City with certificates showing the type, amount, class of
operations covered, effective dates and dates of expiration of insurance coverage
in compliance with paragraphs 10A, 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) Liabili
Commercial general liability coverage in the following
minimum limits:
Bodily Injury: IS500,000
each occurrence
x;1,000,000
aggregate - all other
Property Damage: IS100,000 each occurrence
113250,000 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 WAIVEIL
Consultant agrees that in the event of loss due to any of the perils for
which he/she has agreed to provide comprehensive general and automotive
liability insurance, Consultant shall look solely to his/her insurance for recovery.
Consultant hereby grants to City, on behalf of any insurer providing
comprehensive general and automotive liability insurance to either Consultant or
City with respect to the services of Consultant herein, a waiver of any right to
subrogation which any such insurer of said Consultant may acquire against City
by virtue of the payment of any loss under such insurance.
C. FAILURE TO SECURE:
If Consultant at any time during the term hereof should fail to secure or
maintain the foregoing insurance, City shall be permitted to obtain such
insurance in the Consultant's name or as an agent of the Consultant and shall be
compensated by the Consultant for the costs of the insurance premiums at the
maximum rate permitted by law and computed from the date written notice is
received that the premiums have not been paid.
D. ADDITIONAL INSURED:
City, its City Council, boards and commissions, officers, employees and
volunteers shall be named as an additional insured under all insurance
coverages, except any professional liability insurance, required by this
Agreement. The naming of an additional insured shall not affect any recovery to
which such additional insured would be entitled under this policy if not named
as such additional insured. An additional insured named herein shall not be
held liable for any premium, deductible portion of any loss, or expense of any
nature on this policy or any extension thereof. Any other insurance held by an
additional insured shall not be required to contribute anything toward any loss
or expense covered by the insurance provided by this policy.
E. SUFFICIENCY OF INSUR kNCE:
The insurance limits required by City are not represented as being
sufficient to protect Consultant. Consultant is advised to confer with
Consultant's insurance broker to determine adequate coverage for Consultant.
11. CONFLICT OF INTEREST:
Consultant warrants that it is not a conflict of interest for Consultant to
perform the services required by this Agreement. Consultant may be required to
fill out a conflict of interest form if the services provided under this Agreement
require Consultant to make certain governmental decisions or serve in a staff.
capacity as defined in Title 2, Division 6, Section 18700 of the California Code of
Regulations.
12. PROHIBITION AGAINST TRANSFERS:
Consultant shall not assign, sublease, hypothecate, or transfer this
Agreement, or any interest therein, directly or indirectly, by operation of law or
otherwise, without prior written consent of City. Any attempt to do so without
said consent shall be null and void, and any assignee, sublessee, hypothecate or
transferee shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer. However, claims for money by
Consultant from City under this Agreement may be assigned to a bank, trust
company or other financial institution without prior written consent. Written
notice of such assignment shall be promptly furnished to City by Consultant.
The sale, assignment, transfer or other disposition of any of the issued and
outstanding capital stock of Consultant, or of the interest of any general partner
or joint venturer or syndicate member or cotenant, if Consultant is a partnership
or joint venture or syndicate or cotenancy, which shall result in changing the
control of Consultant, shall be construed as an assignment of this Agreement.
Control means fifty percent (50%) or more of the voting power of the
corporation.
13. SUBCONTRACTOR APPROVAL:
Unless prior written consent from City is obtained, only those people and
subcontractors whose names and resumes are attached to 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.
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 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.
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 Avenue
Cupertino CA 95014
Attention: Aarti Shrivastava
All notices, demands, requests, or approvals from City to Consultant shall
be addressed to Consultant at:
Hexagon Transportation Consultants, Inc.
111 W. St John Street, Suite 850
San Jose, CA 95113
Attn: Brian Jackson
18. TERMINATION:
In the event Consultant fails or refuses to perform any of the provisions
hereof at the time and in the manner required hereunder, Consultant shall be
deemed in default in the performance of this Agreement. If such default is not
cured within within the time specified after receipt by Consultant from City of
written notice of default, specifying the nature of such default and the steps
necessary to cure such default, City may, terminate the Agreement forthwith by
giving to the Consultant written notice thereof.
City shall have the option, at its sole discretion and without cause, of
terminating this Agreement by giving seven (7) days' prior written notice to
Consultant as provided herein. Upon termination of this Agreement, each party
shall pay to the other party that portion of compensation specified in this
Agreement that is earned and unpaid prior to the effective date of termination.
19. COMPLIANCES:
Consultant shall comply with all state or federal laws and all ordinances,
rules and regulations enacted or issued by City.
20. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of
the State of California excepting any choice of law rules which may direct the
application of laws of another jurisdiction.'The Agreement and obligations of the
parties are subject to all valid laws, orders, rules, and regulations of the
authorities having jurisdiction over this Agreement (or the successors of those
authorities.)
Any suits brought pursuant to this Agreement shall be filed with the
courts of the County of Santa Clara, State of California.
21. ADVERTISEMENT:
Consultant shall not post, exhibit, display or allow to be posted, exhibited,
displayed any signs, advertising, show bills, lithographs, posters or cards of any
kind pertaining to the services performed under this Agreement unless prior
written approval has been secured from City to do otherwise.
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.
23. INTEGRATED CONTRACT:
This Agreement represents the furl 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.
24. INSERTED PROVISIONS:
Each provision and clause required by law to be inserted into the
Agreement shall be deemed to be enacted herein, and the Agreement shall be
read and enforced as though each were included herein. If through mistake or
otherwise, any such provision is not inserted or is not correctly inserted, the
Agreement shall be amended to make such insertion on application by either
party.
25. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of
the Agreement and in no way affect, limit or amplify the terms or provisions of
this,Agreement.
IN WITNESS WHEREOF, the parties have caused the Agreement to be
executed.
CONSULTANT CITY OF CUPERTINO
Hexagon Transportation Consultants A Municipal Corporation
By By
Title ey TitlelGsistantYlanner
Date r z " Zo f q Date q Z Z� 1q
RECOMMENDED MENDED FOR APPROVAL:
Citle Assist. Director, Comm Development
V AS TO R
I ro Korade, City Attorney
A.T T:
I�race Schmidt, City Clerk
EXPENDITURE DISTRIBUTION
Account Number: 110-2211, BS 23085 AMOUNT
PO # 0005Tq / "
Total: $5,600.00
/\ Exhibit A
HEXAM TRANSPORTATION CONSULTANTS._INC
March 27, 2014
Mr.Simon Wong
City of Cupertino
10300 Torre Avenue
Cupertino,CA 95014
Re: Proposal to Prepare a Traffic Study for Seven Studio Apartments on Blaney Avenue In
Cupertino, Callfornla
Dear Mr.Vuong: l
Hexagon Transportation Consultants, Inc. is pleased to submit this proposal to prepare a brief traffic study
for the addition of seven studio apartment units to an existing apartment complex on Blaney Road in
Cupertino,California.The project also Includes replacing the old clubhouse with anew one and adding a
driveway on Blaney Avenue,The new driveway would provide access to a small 16-space parking lot that
would serve the seven studio apartments and the clubhouse.
Scope of Services
The purpose of the traffic study Is to satisfy the request of the City of Cupertino.The analysis will discuss
the possible traffic impacts as a result of the severe additional studio units and the addition of a driveway on
Blaney Avenue.A level of service analysis will be prepared for the intersection of Blaney Avenue and
Stevens Creek Boulevard for the weekday AM and PM peak traffic periods.The traffic study also will briefly
discuss whether the project will meet the City's parking requirement.
The tasks to be included in the traffic analysis are:
1. Evaluation of Existing Conditions. The physical characteristics of the site and the surrounding
roadway network will be reviewed to identify existing roadway cross-sections, intersection lane
configurations,traff le control devices, and surrounding land uses. Existing AM and PM peak hour traffic
volumes will be obtained from new manual turning-movement counts at the study intersection of Blaney
Avenue and Stevens Creek Boulevard.The existing operations of the study Intersection will be
evaluated with a level of service analysis based on the Highway Capacity Manual methodology,as
required by the City of Cupertino.
2. Evaluation of Existing Plus Project Conditions. Site-generated traffic for the proposed project will
be estimated using trip rates available from the Institute of Transportation Engineers. New trips will be
assigned to the roadway network based on the trip distribution pattern developed for the Biltmore
Adjacency project. Levels of service will be calculated with project trips added.
3. Site Access and Parking. A site access revlo;w will be conducted to determine the adequacy of the
proposed driveway on Blaney Avenue in accordance with generally accepted traffic engineering
standards. This will include a quantitative analysis of the anticipated traffic volumes at the new
driveway, as well as a qualitative analysis of the parking layout. Parking supply will be evaluated based
on the City of Cupertino's parking requirements.
4. Evaluation of Cumulative Conditions. The City of Cupertino will supply a list of approved and
proposed development for use in the cumulative analysis. Hexagon will determine the trips that travel
through the study Intersection due to the cumulative development. Intersection level of service will be
calculated for cumulative conditions with the proposed project.
111 W.St.John Street,Suite 850•San Jose,California 95113
phone 408.971.6100-fax 408.971.6102-www.hextrans.com
Mr.Simon.Wong
March 27, 2014
h,�/ Page 2 of 2
5. Description of Impacts and Recommendations. Based on the results of the traffic analysis, project-
generated impacts will be identified and described. Recommendations will be formulated that Identify
the locations and types of Improvements or modifications necessary to mitigate project impacts.
6. Reports and Response to Comments. Our findings and recommendations will be summarized in a
draft memorandum style report. Hexagon will respond to editorial comments, prepare a final report,and
submit the report electronically. Hard copies of the report will be provided upon request.
Additional Services
Any work not specifically referenced in the above Scope of Services—for example analyzing a modified
project description or project alternatives, analyzing more than 1 intersection,conducting more than 2
intersection turning-movement counts,or attending meetings—shall be considered additional services.
Additional services shall be provided upon authorization and will require additional budget and time.
Schedule and Budget
The total fee for the Scope of Services rendered under this agreement is quoted for a lump sum amount of
$5,600,which Includes$500 for new intersection counts. Billings will be conducted monthly, on a percent
complete basis.This price quote is good for 30 days and assumes that all project-related activities will be
completed within one year. Extended project schedules will require additional budget for project
administration. We are ready to sign your standard contract agreement or can provide you with ours upon
request.
Barring any unforeseen delays,a draft traffic report:will be submitted three weeks after receipt of a signed
contract agreement and all necessary data from City staff.The final traffic report will be delivered one week
after receipt of all review comments.We are prepared to start work Immediately upon authorization.
We look forward to working with you and appreciate your consideration of Hexagon Transportation
Consultants, Inc.for this assignment. If you have any questions, please do not hesitate to call.Thank you.
Sincerely,
HEXAGON TRANSPORTATION CONSULTANTS, INC.
Brian Jackson
Senior Associate
Hexagon Transportation consultants, Inc.
n
® Hexagon 2014 Billing Rates
Professional Classification Rate per Hour
President $245
Principal $200
® Senior Signal Designer $185
` Senior Associate 1 $170
Associate II $150
Associate 1 $135
Planner/Engineer 11 $120
Planner/Engineer 1 $110
"0" Admin/Graphics $95
MM
Technician $65
Direct expenses are billed at actual costs,,Nith the exception of mileage,which is
reimbursed at the current rate per mile set by the IRS.
Billing rates shown are effective January 1, 2014 and subject to change January 1, 2015.
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