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15-010 Prodis Associates Architects, consultant services for Cupertino Room light study FIRST AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF CUPERTINO AND PRODIS ASSOCIATES ARCHITECTS FOR CUPERTINO ROOM LIGHTS STUDY 1--k fl This First Amendment to the Consultant Services Agreement between the City of Cupertino and Prodis Associates Architects, for reference dated March 18, 2015, is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and PRODIS ASSOCIATES ARCHITECTS, a California corporation whose address is 991 West Hedding St., Ste. 101,San Jose, CA, (hereinafter"Consultant"), and is made with reference to the following: RECITALS: A. On February 3, 2015, an agreement was entered into by and between City and Consultant(hereinafter"Agreement"). B. City and Consultant desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. TERM section of the Agreement is modified to read as follows: The term of this Agreement shall commence on the date this Agreement is executed and shall terminate on April 30,2015. 2. SCHEDULE OF PERFORMANCE section of the Agreement is modified to read as follows: The Services of Consultant are to be completed according to the schedule set forth in ,Exhibit B, titled "Schedule of Performance" Revised, which is attached hereto and incorporated herein by this reference. 3. COMPENSATION TO CONSULTANT section of the Agreement is modified to read as follows: The maximum compensation to be paid to Consultant under this agreement shall not exceed NINE THOUSAND FOUR HUNDRED Dollars ($9,400). The rate of payment is set forth in Exhibit C, titled "Compensation" Revised, which is attached hereto and incorporated herein. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. Amendment No.1 Page 1 of 4 Prodis Associates Architects Agreement Cupertino Room Lights Study IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. Prodis Associates Architects CITY OF CUPERTINO A Municipal Corporation By -(001 'c Director of Pub Works, Timm Borden Title Date 3 ' L3 • 2,01-5"- Date s1SDate cJ RECOMMENDED FOR APPROVAL: By ;//Y P.W roject Manager, Alex Acenas APPROVED AS TO FORM: PABy arol Korade, City Attorney ATTEST: By Cot-Grace Schmidt, City Clerk Total Amount$9,400.00 Amendment Amount$2,000.00 Account No. 100-82-806-700-702-QCC 003-01-01 16#11/r Amendment No.1 Page 2 of 4 Prodis Associates Architects Agreement Cupertino Room Lights Study EXHIBTY'B SCHEDULE OF PERFORMANCE Revised CONSULTANT shall complete all work by March 31, 2015. Amendment No.1 Page 3 of 4 Prodis Associates Architects Agreement Cupertino Room Lights Study EXHIBIT C COMPENSATION Revised A. Maximum Compensation The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT,including both payment for professional services and reimbursable expenses, shall not exceed NINE THOUSAND FOUR HUNDRED DOLLARS($9,400). CONSULTANT agrees that it shall perform all of the services set forth in Exhibit A of this AGREEMENT,except for additional services and inclusive of reimbursable expenses for the amount of SEVEN THOUSAND FOUR HUNDRED DOLLARS ($7,400).The maximum amount of Additional Services authorized under Section G of this Exhibit C is TWO THOUSAND DOLLARS($2,000). B. Method of Payment For Task Nos. 1 through 3, CONSULTANT shall invoice the CITY at the completion of all the tasks. 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. C. Subconsultant Services CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by.CONSULTANT as part of the Basic Services. D. 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,81/2"x 11" copies or fax copies. There are no separate reimbursable expenses for Basic Services performed under Tasks 1-3 of EXHIBIT A. E. 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 TWO THOUSAND DOLLARS($2,000)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. 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. Amendment No.1 Page 4 of 4 Prodis Associates Architects Agreement Cupertino Room Lights Study OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE•CUPERTINO,CA 95014-3255 TELEPHONE:(408)777-3223•FAX: (408)777-3366 WEBSITE:www.cupertino.org CUPERTINO March 5, 2015 Prodis Associates Architects 991 West Hedding St. Ste. 101 San Jose, CA 95126 Re: Agreement for consultant'services. Enclosed for your records is a fully executed original copy of the agreement with the City of Cupertino. If you have any questions, please contact the Public Works Department at (408) 777-3354. Sincerely, Andrea Sanders Senior Office Assistant City Clerk's Office Enclosure cc: Public Works AGREEMENT BETWEEN THE CITY OF CUPERTINO AND PRODIS ASSOCIATES ARCHITECTS FOR CONSULTANT SERVICES FOR THE CUPERTINOROOMLIGHTS STUDY THIS AGREEMENT,for reference dated i J 2015,is by and between CITY OF CUPERTINO,a municipal corporation(hereinafter referred to as"City"),and PRODIS ASSOCIATES ARCHITECTS,a California corporation whose address is 991 West Hedding St.Ste.101,San Jose,CA (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 architectural services for the Cupertino Room Lights Study 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 is executed and shall terminate on March 31,2015,unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit"A"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 forth in Exhibit B, titled"Schedule of Performance",which is attached hereto and incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to be paid to Consultant under this agreement shall not exceed SEVEN THOUSAND FOUR HUNDRED Dollars ($7,400). The rate of payment is set forth in Exhibit C, titled"Compensation",which is attached hereto and incorporated herein. Page 1 of 10 City of Cupertino Design Professional Agreement For the Cupertino Room Lights Study 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 IBCA or other federal or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss,damage,liability,costs or expenses arising from any noncompliance of this provision by Consultant. 9. NON-DISCRIMINATION: Consistent with City's policy that harassment and 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. 10. PROJECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. Alex Acenas, is hereby designated as the Director of Public Works' designee and Project Manager,and shall supervise the progress and execution of this Agreement. Page 2 of 10 City of Cupertino Design Professional Agreement For the Cupertino Room Lights Study 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 Jean Rose. 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 any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City,its agents or employees. 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. 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. Page 3 of 10 City of Cupertino Design Professional Agreement For the Cupertino Room Lights Study 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)days'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) Liabili : Commercial general_liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate-all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted,combined single limit policy with aggregate limits in the amounts of$1,000,000 will be considered equivalent to the required minimum limits shown above. (3) Automotive: Commercial 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 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. Page 4 of 10 City of Cupertino Design Professional Agreement For the Cupertino Room Lights Study 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 shall 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 coverage,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. Page 5 of 10 City of Cupertino Design Professional Agreement For the Cupertino Room Lights Study 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. 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 ANIS 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 subconsultant 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. Page 6 of 10 City of Cupertino Design Professional Agreement For the Cupertino Room Lights Study 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 form as City may require,furnish reports concerning the status of services required under this Agreement. 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,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. 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. Page 7 of 10 City of Cupertino Design Professional Agreement For the Cupertino Room Lights Study All notices,demands,requests,or approvals from Consultant to City shall be addressed to City at: City of Cupertino Attention:Alex Acenas,Public Works Project Manager 10300 Torre Ave. Cupertino CA 95014 All notices,demands,requests,or approvals from City to Consultant shall be addressed to Consultant at: Prodis Associates Architects Attn:Jean Rose 991 West Hedding St.Ste. 101 San Jose,CA 95126 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. Page 8 of 10 City of Cupertino Design Professional Agreement For the Cupertino Room Lights Study 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. 25. 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. 26. GIFTS: A. Consultant is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee,which prohibition is found in City Administrative Procedures. B. Consultant agrees not to offer any City officer or designated employee any gift prohibited by the Administrative Procedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by Consultant. In addition to any other remedies, City may have in law or equity, City may terminate this Agreement for such breach as provided in Section 19 of this Agreement. 27. 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. 28. 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. Page 9 of 10 City of Cupertino Design Professional Agreement For the Cupertino Room Lights Study P.O.No.: I e. IN WITNESS WHEREOF,the parties have caused the Agreement to be executed. CONSULTANT CITY OF CUPERTINO A Municipal Corporation Prodis Associates Architects B By Timm Borden,Director of Public Works Name Date rS Title Date Tax I.D.No.:q41, W a APPROVED AS TO FORM: Address:�7 �1 �'k joj 1)0 Cao r ity Attorney ATTEST: M1 Grace Schmidt,City Clerk Contract Amount:$7,400 Account No.:10 D-`g2- V ^7 O-V-7 0)- (olW hect # 110- 9103 -701Y) PrDJ'. No. : LqCG b0a-�/-a1 Page 10 of 10 City of Cupertino Design Professional Agreement For the Cupertino Room Lights Study EXHIBIT A SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the survey and guideline development for the pendant light fixtures in the Cupertino Room located in the Quinlan Community Center at 10185 N.Stelling Rd.,Cupertino, CA. SECTION 1. GENERAL A. General PROJECT Description:The PROJECT involves structural survey,electrical survey,outline specifications, cost estimate and coordination of architectural, structural and engineering services in connection with the planned replacement of the pendant lights in the Cupertino Room.The Cupertino Room is the main assembly hall in the Quinlan Community Center and the City is considering replacing the pendant lights which are original to the building when it was built some twenty-five years ago. B. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY,in accordance with the express terms hereof,including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter collectively "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. 4. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. CONSULTANT shall not substitute any team members without the prior approval of the CITY. 5. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance included in EXHIBIT B,may be adjusted by mutual agreement. 6. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY,research applicable design criteria, and communicate with members of the PROJECT team. Page 1 of 4 Prodis Associates Architects Agreement Cupertino Room Lights Study Exhibits 7. CONSULTANT shall submit deliverables to the CITY, according to SECTION 2— "TASKS",of this EXHIBIT A for purposes of evaluation and approval by the CITY. C. Estimate of Probable Construction Cost: CONSULTANT shall provide an Estimate of Probable Construction Cost. SECTION 2. TASKS TASK#1: Structural survey and report This task shall include the following items: • Survey existing conditions • Prepare report with recommendations • Prepare connection detail for new fixture TASK#2:Electrical survey and outline specifications This task shall include the following items: • Survey existing conditions • Research compatibility of existing panels and new LED fixtures • Prepare outline specifications,including Title 24 calculations for code compliance • Select(2) alternative fixtures TASK#3: Architectural Coordination This task shall include the following items: • Survey existing conditions with consultants • Coordinate Architectural, Structural and Electrical Engineering services • Participate in selection or custom design of new fixtures • Review and edit final reports • Prepare cost estimate EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by February 27,2015. Page 2 of 4 Prodis Associates Architects Agreement Cupertino Room Lights Study Exhibits EXHIBIT C COMPENSATION A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT,including both payment for professional services and reimbursable expenses,shall not exceed SEVEN THOUSAND FOUR HUNDRED DOLLARS($7,400). B. Method of Payment For Task Nos. 1 through 3, CONSULTANT shall invoice the CITY at the completion of all the tasks. 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. C. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. D. 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,81/2"x 11" copies or fax copies. There are no separate reimbursable expenses for Basic Services performed under Tasks 1-3 of EXHIBIT A. E. 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. 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 3 of 4 Prodis Associates Architects Agreement Cupertino Room Lights Study Exhibits EXHIBIT C-1 CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES Prodis Associates Architects Senior Principal(design&administration) $ 130 per hour Principal $ 110 per hour Clerical $60 per hour Expert Witness (Consultation,Testimony,Deposition) $250 per hour Page 4 of 4 Prodis Associates Architects Agreement Cupertino Room Lights Study Exhibits OR ID: RB' DATE'{MMIDDNYYY) CERTIFICATE OF LIABILITY INSUR�4NCE' 0111912015:r- THIS,.CERTIFICATE IS ISSUED AS A:MATTER,OF INFORMATION ONLY AND CONFERS NO RIGHTS"U,PON.THE,CERTIFICATE HOLDER; THIS CERTIFICATE DOES:NOT:AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR.ALTER.THE COVERAGE,AFFORDED BY.THE POLICIES..;' BELOW. 'THIS CERrIFICATE;OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED. REPRESENTATIVE OR PRODUCER,AND THE.CERIIFICATE HOLDER.: IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the.policy((es) mtisGbe endorsed If SUBROGATION IS WAIVED, subject t0 the.terms and:conditions of the policy,;certaln policies may require an endorsernent A statement on this'ertificate.does not confer rights 4o the 'certificate holder 16 lieu of such endors6ment(s). ... (. PRODUCER ::: - ",, CONTACT InsPra`Tim Lohmann x1 05 A8�E. - rvAME' ' ( ) : PHONE - FAX Ir1SUranCe SerVICBS AIC No Ext. A!C No. 4020 Mootpa�k`Adenue,#10d E-MAIL AooREss San Jose CA 95117 Rhonda Buck cu°sTOMeRIDa.PRODI-1 INSURER(S)AFFORDING COVERAGE INSURED ProdiS Associate$ArCIIIteCtS INSURER A U.S.Specialty Insurance Co 991M Hedding St,Suite101 San Jose,CA 95126 INSURERB S Hartford CasualtyCompan y IN URER'C i" INSURER D INSURER E . ,INSURER R. _ COVERAGES :; "_: CERTIFICATE NUMBER. . . . . REVISION NUMBER. .. " THIS'IS TO CERTIFYTHATr THE P.,OLICIES'OF INSU ANCEi LISTED BELOW.HAVE BEEN.'.,ISSUED.TO THE INSURED,NAMED ABOVE.'FOR THEPOLICY PERIOD INDICATED. NOTWITHSTANDING'ANY REQUIREMENT,.TERM OR'`CONDITION OF ANY C6NTkA,CT OR OTHER DOCUMENT WITH RESPECT'TO WHICH THIS CERTIFICATE MAY BE;ISSUED OR MAY PERTAIN,THE INSURANCE'AFFORDED BY THE POLICIES DESCRIBED HEREIN.i8.SUbiLCT TO ALL THE.TERMS; EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.:LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR POLICY NUMBER MMIDD MMIDDlYYYY LIMITSJi ;. INSR - - , ..POLICY EFF: FOLIC EXP TYPE OF INSURANCE GENERAL LIABILITY 2,000,000 B X 'COMMERCIAL GENERAL LIABILITY 57SBAU,Y1735. 06111/2014 06/11/2015 PA 300,000 EACH OCCURRENCE $ SES(E CLAIMS MADE.. X❑OCCUR MED MIEXP(Any one pe soi) $ 000 PERSONAL&ADV INJURY $ 2,000,00D - i ' GENERAL-AGGREGATE';., - $ 000,000 GEN'LAGGREGATELIMIT.APPLIESPER. PRODUCTS:'COMP/OP.:¢GG .$ . I 4,000,000 :. PRO-. ' POLICYJ CT_ LOC. $ AUiQM081LELIABILITY COMBINEDSINGLELIMIT $ 2,000,000 ANY AUTO. (Ea acade n) ;' BODILY INJURY(Par person) $ ALL OWNED AUTOS BODILY INJURY jP11 accident) $ ..,.; SCHEDULED AUTOS PROPERTY DAMAGE B X HIRE o nuTos . . 57SBAUY1735 06/11/2014 06/11/2015 (PER ACCIDENT) X , $OWNEArsB :N - 06/11/2014 66/11/2015 . $ " UtJIBRELLALIAB "X OCCUR EACH OCCURRENCE, $ 1�000,D00 ;i X' EXCESSLIAB C L AiM&MADE " AGGREGATE B _ _ 57SBAUY1735 06/11/2014 i 06/11/2015 .. DEDUCTIBLE $, -.RETENTION .$ -.:; ". .. -�� `. .. � i !;. '. :: f : .�. �; $ _ WORKERS COMPENSATION WCSTATU 0TH ANDEMPLOYERS'LIABILITY Y N ER ANY:PROPRIELOR/PARTNERIE)ECU nVE : TORY LIMITS OFRCERIMEMBER EXCLUDED? N,I A E L!EACH ACCIDENT $ (Mandatory in NH) E L.:DISEASE EA EMPLOYEE $ If yes;describe under I DESCRIP.TION.OFOPERATIONSbelow'l E.LrDISEASE-;POLICY LIMIT $ A' PROFESSIONAL.::". USS 11,22180 09115/2014 09115/2015 PERCLAIM. 1,000,000 LIABILITY AGGREGATE 1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (Attach ACORD 101'Addibonal.Remarks Schedule,Ifmore spaces required);; 30 day[notice of,cancellation except"1'O.da s When.for-nonpavment'of premium City.0Cupertino additional insured-as required by wntten cdntract'wlth respect to operations of the,nam6d.insured per Hartford'form SS00080405 attached. CERTIFICATE HOLDER. CANCELLATION ' CIT-Y-15 .: SHOULD ANY OF;,THE ABOVE DESCRIBED POLICIES BE CANCELLED,BEFORE THE .;EXPIRATION DATE:.THEREOF,'NOTICE WILL BE DELIVERED IN City Of CUpe, noACCORDANCE WITH THE POLICY.PROVISIONS 10300'Torre Ave Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE a ©1988-2009.ACORD CORPORATION ::All rights reserved. ACORD 25,(2009/09). d The ACORD Warne anlogo are registered marks of AGORD LIABILITY COVERAGE FORM.5500080405 THE HARTFORD CASUALTY-INSURANCE-COMPANY IS AN.INSURED Additional Insureds When Regwred By Written Contract,Written'Agreement or Permit The persons)orlorganiiation(s) identified in Paragraph f below is additional insured when youhave agreed,in a written contract,written agreement or because of a permit issued by a state or political subdivision,that:such person or orgarization be added as an additional insured only u r-policy,provided the injury or damage occurs-subsequent to the execution of the contractor agreement,or the issuance - of-the permit - TAny Other Party (1)Any person or orgarization but only with respect to liability.for:"bodily injury"; "property damage"or . "personal and advertising injury"caused, in whole or part;'by your acts or omissions or the acts or - omissions of those acting on your behalf (a) In the'performance of your_ongoirig opera tioris; (b) In connection with your premises owned by or rented to you or, (c) In connection with: your work"and include: operations hazard ded within the"products completed butonly if (I)the written contractor written agreement requires you:to pro"vide such coverage to such additional insure ,dand BUSINESS;: - ', (II)this,Coverage Part:provides coverage for"bodily injury"or"propertydamage" Included within the "products completed operations hazard" (2)With respect,to the insurance afforded to.these additional insureds,this insurance does no,t;apply to ':Bodily property damage"or"personal or advertising injury' arising out'of the rendering of,or failure to render,any professional architectural;engineering or surveying services including (a)The pr.,eparing;approving or failure:to prepare or approve,maps,shop drawings,opinions, reports;surveys, field orders,change orders,designs or drawings and._specifications'or(b)Supervisory inspection or architectural or'engineering activities: _ 'The limits of insurance that apply to additional insureds is described in Section D Limits of Insurance. - How this insurance applies when other insurance is.available to.an`additional insured is:described in the Other IriSurance Condition in SectionE Liability and_.Medical Expenses Geheral Coditio nns _ No Person or.Organization is an insured with;respect to the conduct of any current or past-partnership, joint venture or,hmited liability company that is not shown as a Named Insured in the Declarations PrimaryJnsurance WHen Required By Contract This insurance is primary if you have agreed in a written contract,written agreement or.permit:that this insurance is primary. If other insurance is also primary,we will share with all that other insurance by the method described.in c:.Method of Sfanng: '; - PRODASS-01 ROQCA1 �c®�® DATE(MMDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 1/20/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER License#0564249 NAME: Heffernan Insurance Brokers PHONE 6 Hutton Centre Drive,Suite 500 E:c:1 (714)361-7700 1 FAXNe; 1 (714)361-7701 Santa Ana,CA 92707 ADDRIESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:American Casualty Company of Reading,PA 20427 INSURED INSURER B: Prodis Associates Architects INSURER C: 1855 Park Ave. INSURER D: San Jose,95126 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR D B TYPE OF INSURANCE POLICY NUMBER MMIDDIIYYYY POLICY LTR LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE F1 OCCUR PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S Ea accident ANY AUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE S HIRED AUTOS AUTOS Per accident S UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTIONS S WORKERS COMPENSA71ON X PER 0_7H AND EMPLOYERS'LIABILITYSTATUTE ER A ANY PROPRIETOR/PARTNER/EXECUTIVE YIN 4030736708 06101/2014 06/01/2015 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Re:Cupertino Room Lights Study. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10300 Torre Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Cupertino,CA 95014 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD Primary And Non-Contributory To Other Insurance When Required By Contract— If you have agreed in a written contract,written,agreement or permit that this insurance is primary and noncontributory with the additional insu.red's own insurance,this insurance is primaryand we will not seek contribution from that other insurance. Waiver Of Rights Of Recovery(Waiver of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or,part of any payment, including Supplementary.Payments,we have made under.this Coverage Part;.we also.waive that right,provided the"insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage: INSURED: pROD15 ASSOCIATES AIA INC. POLICY NUMBER`. 57SBAUY1735 POLICY TERM:June 11, 2014 to June 11, 2015' This is a portion of form SS00080405(The Hartford 2005) for reference only:This is not intended to afford coverage to any person or organization.The entire 24 page form is available for review upon request.