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14-062 Perkins+Will, architectural services for Library Drop Shade structure project OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE•CUPERTINO, CA 95014-3255 TELEPHONE: (408)777-3223• FAX: (408)777-3366 WEBSITE:www.c:upertino.org CUPERTINO April 22, 2014 Perkins+Will 185 Berry Street, Lobby One, Suite 5100 San Francisco, CA 94107 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 PERKINS+WILL FOR CONSULTANT SERVICES FOR ARCHITECTURAL SERVICES FOR THE LIBRARY BOOK DROP SHADE STRUCTURE PROJECT THIS AGREEMENT, for reference dated March 25,2014, is by and between CITY OF CUPERTINO, a municipal corporation(hereinafter referred to as"City"), and PERKINS+WILL, a California corporation whose address is 185 Berry Street,Lobby One, Suite 5100,San Francisco, CA 94107 (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 Californda and the Cupertino Municipal Code. B. Consultant is specially trained,experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill,experience,ability,background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for architectural services upon the terms and conditions herein. NOW,THEREFORE,'it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the date this agreement and shall terminate on December 31,2014,unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit A, titled "Scope of Services" which is attached hereto and incorporated herein by this reference. 3. SCHEDULE OF PERFORMANCE: 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. City of Cupertino Library Book Drop Shade Structure Project(Prj.No.2013-09)Agreement Consultant:Perkins+Will PAGE 1 OF 10 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement,shall not exceed Twenty Thousand Dollars ($ 20,000.00). The rate of payment is set out in Exhibit C, titled "Compensation",which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase, clearly stating as a minimum the total Contract.amount, amount paid to date, percent complete and amount due. 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees,including but not limited to,unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer- employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules.and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this proyision by Consultant. 9. 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. City of Cupertino Library Book Drop Shade Structure Project(Prj. No. 20.13-09)Agreement Consultant:Perkins+Will PAGE 2 OF 10 10. PROTECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under 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 designated Consultant Project Manager shall be Geeti Silwal. 11. HOLD HARMLESS: A. Indemnity Obligations Subject to Civil Code Section 2782.8. 1. Where the law establishes a standard of. care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with.respect to all services performed in connection with the Agreement, indemnify, defend, and hold. harmless the City and its officers, officials, agents, employees and volunteers from and against: any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of a;ny nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. 2. Notwithstanding the foregoing, the Consultant has no duty to provide or to pay for an up-front defense against unproven claims or allegations, but shall pay or reimburse the City for its reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation to the extent: caused by the negligence, recklessness, or willful misconduct of Consultant or its employees, officers, officials, agents or independent contractors. However, the Consultant shall provide its immediate and active cooperation and assistance to the City, at no additional cost to the City,in analyzing, defending, and resolving such claims. B. Claims for Other Liability. For all liabilities other than those included within paragraph A. above, Consultant shall, to the fullest extent allowed by law, indemnify, defend,. and hold harmless the City and its officers, officials, agents, employees and volunteers against any and all liability, claims, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. City of Cupertino Library Book Drop Shade Structure Project(Prj.No.2013-09aAgreement PAGE 3 OF 10 Consultant:Perkins+Will ti Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City,its agents or employees. C. Claims involving intellectual property. In addition to the obligations set forth in (A) and (B) above, Consultant shall indemnify, defend, and hold the City, its elected and appointed officers; employees, and volunteers, harmless from and against any Claim in which a violation of intellectual property rights,including but not limited to copyright or patent rights, is alleged that arises out-of, pertains to, or relates to Consultant's negligence, recklessness or willful misconduct under this Agreement. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. 12. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount,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 before the expiration date thereof, the insurer affording coverage shall provide thirty(30)clays'advance written notice to the City of Cupertino, 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 authorized to do insurance business in the State of California. Endorsements naming.the City as additional insured in relation to the commercial general liability and commercial automobile liability policies 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: Commercial automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence City ol'Cupertino Library Book Drop Shade Structure Project(Prj. No. 2013-09)Agreement Consultant: Perkins+Will PAGE 4 OF 10 T � T i or Combined Single Limit: $500,000 each accident (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 per claim and in the aggregate. 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 commercial general and automotive liability insurance, Consultant,shalI look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing commercial 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 worker's compensation and professional liability insurance, required by this Agreement. 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. 13. 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. 14. 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. City of Cupertino Library Book Drop Shade Structure Project(Prj. No.2013-09)Agreement Consultant: Perkins+Will PAGE 5 OF 10 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. 15. 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. 16. 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. 17. OWNERSHIP OF WORK: A. Any interest(including copyright interests) of Consultant and its subconsultants in each and every study, document; report, draft,memoranda,work product, map, record, plan, drawing, specification and other deliverable, in any medium prepared or created by Consultant or its subconsultants pursuant to or in connection with this Agreement, shall be the exclusive property of City. To the extent permitted by Title 17 of U.S. Code, all work product prepared or created under this Agreement shall be deemed works for hire and all copyrights in such works shall be the property of City. In the event that it is ever determined that any works prepared or created by Consultant or any subconsul#ant under this.Agreement are not works for hire under U.S. law, Consultant hereby assigns to City all copyrights to such works when and as created. With Owner's prior written approval,Consultant may retain and use copies of such works for reference and as documentation of its experience and capabilities and in its promotional materials. With respect to Consultant's standard details, Consultant may retain the copyright, but grants to City a perpetual non-exclusive license to use such details in connection with the Project. B. Without limiting any other City right to any of the works prepared or created by Consultant or its subconsultants, all works 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. Any City reuse of works shall be subject to California Business and Professions Code Sections 5536.25, 6735, 6735.3 or 6735.4,if and to the extent applicable. Any City reuse of works for any purpose other than those in B(1) through B(3) above, and any modifications to any of the works, shall be at City's sole risk and expense. D. Consultant shall, at such time and in such forth as City may require, furnish reports concerning the status of services required under this Agreement. City of Cupertino Library Book Drop Shade Structure Project(Prj.No.2013-09)Agreement Consultant: Perkins+Will PAGE 6 OF 10 . 1 E. All written work required to be provided by this Agreement(other than large-scale architectural plans and similar items)shall be printed on recycled paper and shall be copied on both sides of the paper except for one original,which shall be single sided. F. No work, information or other data given to or prepared created or assembled by Consultant or any of its subconsultants pursuant to this Agreement, shall be made available to any individual or organization by Consultant or any subconsultant without prior approval by City. G. Electronic and hard copies of Consultant's work product.shall constitute the Project deliverables. Plans shall be in CAD and PDF formats, and other documents shall be in Microsoft Word and PDF formats. 18. 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 there from as necessary, and to allow inspection of all work, data, documents, proceE,dings 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)year:;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. 19. 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 All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Perkins+Will 185 Berry Street, Lobby One Suite 5100 City of Cupertino Library Book Drop Shade Structure Project(Prj. No.2013-09)Agreement Consultant: Perkins+Will PAGE 7 OF 10 f San Francisco, CA 94107 Attention: Geeti Silwal 20. 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. In the event of termination, Consultant shall deliver to City, copies of all reports,documents, and other work performed by Consultant under this Agreement. 21. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 22. 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. 23. 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. 24. 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. City of Cupertino Library Book Drop Shade Structure Project(Prj. No.2013-09)Agreement Consultant: Perkins+Will PAGE S OF 10 25. 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 arty 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. 26. 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. 27. 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-ierms or provisions of this Agreement. City of Cupertino Library Book Drop Shade Structure Project(Prj.No.2013-09)Agreement Consultant: Perkins+Will PAGE 9 OF 10 P.O. No.: �O�g 0 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTINO Perkins+Will A Municipal Corporation A California Corporation B By r Timm Borden, Director of Public Works Name Date Title Date Tax I.D. No.: APPROVED AS TO FORM: Address: 185 Berry Street,Lobby One Suite 5100 NA10" San Francisco, CA 94107 Carol Korade, City Attorn y ATTEST: c t Grace Schmidt,City Clerk Contract Amount: $20;000 Account No. :420-9273-9300 Po# 000S�H°� $)�� City of Cupertino Library Book Drop Shade Structure Project(Prj.No.2013-09)Agreement Consultant: Perkins+Will PAGE 10 OF 10 EXH1113IT A SCOPE OIL SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the planning, design and construction of the Cupertino Library Shade Structure. SECTION 1. GENERAL A. General PROJECT Description:The PROJECT involves the design and construction of a shade structure for the book return area at the Cupertino Library. The design shall incorporate materials, colors, and other architectural elements of the existing library and provide.sun protection for the book return screens so that library users may read the screens when returning books. The PROJECT budget is$75,000 which includes all soft costs, hard cost and contingencies. B. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof,including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY'S Department of Public Works shall manage the design and construction of the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter collectively "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate-this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. CONSULTANT shall schedule meetings 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. The CITY shall direct CONSULTANT with respect to programming and functionality of the PROJECT space. The CITY shall approve design milestones and cost estimates from Conceptual Design, Schematic Design through Construction Documentation phases. CITY shall issue building permit for the Page 1 of 15 City of Cupertino Library Book Drop Shade Structure Project(Prj.No.2013-09)Agreement Exhibits&Appendix Consultant:Perkins+Will • o construction. For the purpose of this AGREEMENT, direct written authorization or approval from the CITY shall mean and require4he signatures of the CITY. 5. 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 Geeti Silwal, Senior Associate 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. 6. 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. 7. CONSULTANT shall manage its SUBCONSULTANTS, and administer,the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, communicate with members of the PROJECT team, and issue progress reports as necessary and directed by the CITY. 8. When the CITY determines that the PROJECT requirements have been sufficiently identified, CONSULTANT shall prepare and update a PROJECT schedule for the CITY at the beginning of each TASK as defined in SECTION 2- "SCOPE of SERVICES" of this EXHIBIT A. The PROJECT schedule shall identify milestone dates for decisions required of the CITY, design services furnished by CONSULTANT and CONSULTANT's SUBCONSULTANTS, dates of reviews and approvals required by all governmental agencies that have jurisdiction over the PROJECT, deliverables to be furnished by CONSULTANT, completion of documentation provided by CONSULTANT, commencement of construction and substantial completion of the construction of the PROJECT, and as identified in the exhibits under this AGREEMENT. 9. CONSULTANT shall submit design and construction documents to the CITY, according to SECTION 2—"SCOPE OF SERVICES", of this EXHIBIT A for purposes of evaluation and approval by the CITY. The CITY, including the Department of Public Works and the Building Department,will review the design during each phase. CONSULTANT will meet with the CITY for progress review at various stages of the PROJECT. CONSULTANT will be responsible for causing the appropriate SUBCONSULTANT(S) to attend any meetings included in this SCOPE OF SERVICES. CONSULTANT shall make revisions to the design and construction documents as required for each task in a timely manner. 10. 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, including submitting to the CITY's Building Department for a building permit. Page 2 of 15 City of Cupertino Library Book Drop Shade Structure Project(Prj.No.2013-09)Agreement Exhibits&Appendix Consultant:Perkins+Will 11. CONSULTANT shall prepare and present to the CITY an Organization Chart, Directory, and Communication Flow Chart at the PROJECT Kick-Off Meeting. This meeting shall introduce team members, establish routes of communication, and discuss the participants' roles, responsibilities, and authority. 12. CONSULTANT shall submit written requests for all information and official documents related to the PROJECT to the CITY. E. Estimate of Probable Construction Cost:: CONSULTANT shall be responsible to design the PROJECT and provide an Estimate of Probable Construction Cost consistent with the following procedures and requirements. 1. CONSULTANT shall be responsible for designing the PROJECT so that the Estimate of Probable Construction Cost is less than or equal to the CONSTRUCTION BUDGET established by the CITY for the PROJECT. The Project Construction Budget shall be provided by the CONSULTANT as a summary sheet with submittal of each required Estimate of Probable Construction Cost, showing comparisons of cost evolution for the PROJECT. As the design process progresses CONSULTANT shall update and refine the Estimate of Probable Construction Cost as required in SECTION 2--"SCOPE OF SERVICES" of this EXHIBIT A. CONSULTANT shall advise the CITY in writing of any adjustments to previous Estimates of Probable Construction Cost indicated by changes in PROJECT requirements or general market conditions. 2. Should the Estimate of Probable Construction Cost exceed the CONSTRUCTION BUDGET, CONSULTANT shall revise, without additional cost to the CITY, the design documents and/or Construction Documents incorporating scope and quality changes to reduce the estimated costs for construction, to within the CONSTRUCTION BUDGET. CONSULTANT shall make changes only as approved by the CITY in writing. Notwithstanding the foregoing, to the extent the Estimate of Probable Construction Cost exceeds the CONSTRUCTION BUDGET due to any program, design or budget changes, initiated and authorized by the CITY which are beyond CONSULTANT's control, any changes required in the design documents, shall be considered as Additional Services as noted in EXHIBIT C of this AGREEMENT. 3. In preparing the Estimate of Probable Construction Cost, CONSULTANT, in consultation with the CITY, shall do each of the following: (a) include contingencies for design,bidding, and price escalations to determine which materials,equipment, component systems and type of construction are to be included in the PROJECT, and (b) make reasonable adjustments and/or to value engineer various items in all required submittal cost estimates of the PROJECT, including alternate bids, in order to adjust the estimated construction cost to be less than or equal to the CONSTRUCTION BUDGET. 4. If bidding has not commenced viithin 90 days after CONSULTANT submits the Construction Documents to the (CITY, CONSULTANT shall adjust, at no Page 3 of 15 City of Cupertino Library Book Drop Shade Structure Projeci(Prj.No.2013-09)Agreement Exhibits&Appendix Consultant:Perkins+Will additional cost to CITY, the Estimate of Probable Construction Cost to reflect changes in the general level of prices in the construction industry. 5. CONSULTANT shall identify, develop and incorporate into the Construction Documents "Add Alternate" construction cost elements for a sum-total equal but not greater than 5% of the CONSTRUCTION BUDGET. Add Alternates shall be approved by the CITY before being incorporated into,the Construction Documents. 6. Should the lowest responsive bid exceed the CONSTRUCTION BUDGET by more than ten percent(10%), CONSULTANT shall, if directed by the CITY, submit without additional cost to the CITY, revised Construction Documents reflecting changes, approved by the CITY, to reduce the Construction Costs to within the CONSTRUCTION BUDGET. Page 4 of 15 City of Cupertino Library Book Drop Shade Structure Project(Prj.No.2013-09)Agreement Exhibits&Appendix Consultant:Perkins+Will SECTION 2.0. TASKS GENERAL The CONSULTANT shall provide all services required to manage the project, including all processes, all communication, all coordination, all record-keeping, and all process documentation. The CONSULTANT shall propose a detailed schedule for the project for review and approval of the CITY. The CONSULTANT shall solicit and obtain decisions from CITY as the project process requires in order to advance the project in accordance with the approved project schedule. The CONSULTANT shall prepare and submit to the CITY a project and process update report at least monthly, or more frequently as project process requires. The CONSULTANT shall provide all services necessary required to complete the tasks identified in the Scope of Services The CITY shall use the minimum work items identified in Appendices A-C as evidence that the CONSULTANT met the Task deliverable submission for billing purposes. Any deficiencies in the minimum work items identified shall cause the CITY to reject the entire submission, require the CONSULTANT to make appropriate corrections, and resubmit, at no cost to the CITY. Earned value for submissions according to the'EXHIBIT C, Compensation Payment Schedule shall not be considered earned until the Task Deliverable meets the minimum work standards set for in the Appendices. TASK #1.0: PREDESIGN ACTIVITIES-SITE INVENTORY, ANALYSIS, AND SYNTHESIS 1.01.1 CONSULTANT shall review all existing project data available from the City. CONSULTANT shall request information needed from the City. CONSULTANT shall review the book drop system in the Library, this may include discussion with the book drop manufacture on their experiencE' with sun damage on their equipment. 1.01.2 The CONSULTANT shall identify discrepancies.or shortcomings among the existing data, and identify solutions for resolution, and propose generation of additional site information necessary to provide an accurate project base map. CONSULTANT shall provide a solar analysis of the impact of the sun on the book drop area. 1.01.3 The CONSULTANT shall utilize existing data to the extent possible and inform the CITY immediately of problems associated with using existing data for project base information. Page 5 of 15 City of Cupertino Library Book Drop Shade Structure Project(Prj.No.2013-09)Agreement Exhibits&Appendix Consultant:Perkins+Will 1.01.4 The CONSULTANT shall create project base information in AutoCAD Release 2013 for use in subsequent project design tasks and submit to the CITY for review and comment. TASK#1.0 DELIVERABLES: One (1)each Architectural D size blue line base drawing (22"x34") and one (1)electronic copy in original format. TASK #2.0: CONCEPTUAL.DESIGN 2.0.1 CONSULTANT shall use the approved base information for project conceptual design. 2.0.2 CONSULTANT shall prepare three (3) conceptual solutions for the project sun shade, each which address the primary project issues and budget. 2.0.3 CONSULTANT shall present each concept to the CITY with analysis for evaluation. The CITY shall select one concept as the preferred solution and provide the CONSULTANT with written direction to proceed with that concept. 2.0.4 CONSULTANT shall participate in two (2) design team meetings with representatives of the CITY and the Library during this phase and provide written. meeting action items list to the CITY within five (5) business days. TASK #2 DEVLIVERABLES: Three (3) conceptual designs for the shade structure that meet the project goals and Appendix A minimum requirements project goals. One (1) each Architectural D size drawing (22"x34")blue line and electronic copy (pdf) Page 6 of 15 City of Cupertino Library Book Drop Shade Structure Project(Prj.No.2013-09)Agreement Exhibits&Appendix Consultant:Perkins+Will T iq . O2, Tasks 3 - 7 are not included in the agreement at this time. If the City chooses to add these tasks an amendment to this agreement will be executed. TASK #3.0: SCHEMATIC DESIGN - Work Not Included TASK #4. 0 DESIGN DEVELOPMENT - Work Not Included TASK #5.0: CONSTRUCTION DOCUMENTS - Work Not Included TASK # 6.0: BID AND AWARD - Work Not Included TASK #7.0: CONSTRUCTION ADMINISTRATION - Work Not Included 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 FIVE THOUSAND DOLLARS ($ 5,000.00) 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. Page 7 of 15 City of Cupertino Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement Exhibits & Appendix Consultant: Perkins + Will EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by December 31, 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 #1: Predesign 2 week after signing the agreement Task #2 Conceptual Design 3 weeks after Notice to Proceed (NTP) for this phase Task #3 Schematic Design TBD Task #4 Design Development TBD Task #5 Construction Documents TBD Task #6 Bid and Award TBD Task #7 Construction Administration TBD Page 8 of 15 City of Cupertino Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement Exhibits & Appendix Consultant: Perkins + Will 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 TWENTY THOUSAND DOLLARS ($ 20,000). 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 FIFTEEN THOUSAND DOLLARS ($15,000). The maximum amount of Additional Services are authorized under Section G of this Exhibit C is FIVE THOUSAND DOLLARS ($5,000). B. Method of Payment For Task Nos. 1 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. 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. Earned value for submissions according to the EXHIBIT C, Compensation Schedule shall not be considered earned until the Task Deliverable meets the minimum work standards set for in the Appendices. The Invoice shall be based on the percentage of milestone completed, and it shall describe the topics and tasks completed during the Invoice period in accordance with the Budget Schedule and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth below. CONSULTANT also shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. Page 9 of 15 City of Cupertino Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement Exhibits & Appendix Consultant: Perkins + Will C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation Task #1: Predesign $ 5,000 Task #2 Conceptual Design $10,000 Task #3: Schematic Design TBD Task #4:, Design Development TBD Task #5 Contract Documents TBD Task #6: Bidding and Award TBD Task #7 Construction Administration Services TBD Additional Services $ 5,000 TOTAL $ 20,000 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 TWENTY THOUSAND DOLLARS ($20,000). Page 10 of 15 City of Cupertino Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement Exhibits & Appendix Consultant: Perkins + Will D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE PERCENT OF TASK COMPENSATION PAIL UPON COMPLETION OF MILESTONE Task #1- Predesign-Site Analysis and Base information development 100% Task #2 - Conceptual Design 100% Task #3 - Schematic Design - TBD a. (65%) Submittal Approved b. (95%) Submittal Approved c. (100%) Submittal Approved Task #4 - Design Development - TBD a. (65%) Submittal Approved b. (95%) Submittal Approved c. (100%) Submittal Approved Task #5 - Construction Documents - TBD a. (65%) Submittal Approved b. (95%) Submittal Approved C. (100%) Submittal Approved Task #6 - Bidding and Award - TBD a. Within 30 days of the City advertising for bids b. Receipt of conformed set of drawings Submittal No. 6b Task #7 - Construction Administration - TBD a. 30 calendar days after CITY issues Notice to Proceed to the contractor Page 11 of 15 City of Cupertino Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement Exhibits & Appendix Consultant: Perkins + Will b. Substantial completion c. Notice of Final Completion (City accepts PROJECT) a. Submission of Final Documentation Package to CITY Record Documents and Project Close -Out Additional Services E. Subconsultant Services. 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 shall be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Tasks 1-7 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 sum of FIVE THOUSAND DOLLARS ($ 5,000) 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 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. Page 12 of 15 City of Cupertino Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement Exhibits & Appendix Consultant: Perkins + Will EXHIBIT C-1 CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES Perkins+Will Principal $295 Senior Project Manager $220 Senior Project Architect/Designer $210 Project Architect/Designer $170 Architect / Designer I11 $150 Architect / Designer II $120 Architect / Designer 1 $110 Senior Technical Coordinator $210 Administrative $90 TBD Consultants (Cost Estimator) Principal $165 Project Manager $155 Senior MEP / Estimator $145 Senior Scheduler $150 Estimator/Scheduler $135 Assist Estimator $115 Administrative / Technical Support $70 Page 13 of 15 City of Cupertino Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement Exhibits & Appendix Consultant: Perkins + Will APPENDIX A TASK 1: PREDESIGN and TASK 2: CONCEPTUAL DESIGN A PURPOSE: Appendix A describes the minimum content required for project deliverables identified in Exhibit A Scope of Services Tasks 1 and 2. Project deliverables under all Tasks must be reviewed and written City approval obtained prior to start of a subsequent task. B GENERAL: CONSULTANTS deliverables shall include, at a minimum, the work described in each task identified in this appendix. The CONSULTANT may include other work in the Task deliverable submission as it sees fit to meet the intent of a Task submission. C The CITY shall use the minimum work items identified in Appendix A as evidence that the CONSULTANT met the Task deliverable submission for billing purposes. Any deficiencies in the minimum work items identified shall cause the CITY to reject the submission, require the CONSULTANT to make appropriate corrections and resubmit, at no cost to the CITY. Earned value for submissions according to the EXHIBIT C, Compensation Payment Schedule shall not be considered earned until the Task Deliverable meets the minimum work standards set for in this Appendix. D The Appendix shall be used as a guideline for professional services performance in this Agreement and shall not modify the CONSULTANT's inherent responsibilities identified in this AGREEMENT. In the event of any conflict with Exhibit A, Scope of Services, Exhibit A governs. TASK 1: PREDESIGN A. PROJECT INFORMATON ANALYSIS: 1. Review existing site information available from the CITY or other sources 2. Review other applicable reports and data, including the book drop system. 3. Consultant to provide a solar analysis of the impact of the sun on the book drop area B. BASE INFORMTION GENERATION 1. Base map production at a scale suitable project site study and visibility. 2. Existing site conditions 3. Existing infrastructure, and utilities Page 14 of 15 City of Cupertino Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement Exhibits & Appendix Consultant: Perkins + Will TASK 2: CONCEPTUAL DESIGN The minimum Conceptual design deliverable shall consist of the following: 1) Three (3) different concepts showing project design solutions given the site analysis. 2) Solar impact The Conceptual Design submittal corresponds to 100% complete Conceptual Design Documents. -- END OF APPENDIX A — Page 15 of 15 City of Cupertino Library Book Drop Shade Structure Project (Prj. No. 2013-09) Agreement Exhibits & Appendix Consultant: Perkins + Will