16-104 SSA Landscape Architects, Inc., Consultant Services for the McClellan Ranch West Parking Lot Improvement ProjectSECOND AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF
CUPERTINO AND SSA LANDSCAPE ARCHITECTS FOR ADDITIONAL
LANDSCAPE ARCHITECTURAL SERVICES
This Second Amendment to the Agreement between the City of Cupertino and SSA
LANDSCAPE ARCHITECTS, for reference dated June 21, 2017, is by and between the
CITY OF CUPERTINO, a municipal corporation (hereinafter "CITY") and SSA
LANDSCAPE ARCHITECTS, A California corporation whose address is 303 Potrero St., Suite
40-C, Santa Cruz, CA 95060 (hereinafter "CONSULTANT"), and is made with reference to
the following:
RECITALS:
A. On August 9, 2016, an agreement was entered into by and between CITY
and CONSULTANT (hereinafter "Agreement").
B. On November 30, 2016, a First Amendment to the Agreement was entered
into by and between CITY and CONSULTANT.
C. CITY and CONSULT ANT 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. Paragraph 1, TERM, is modified to read as follows:
"The term of this Agreement shall commence on the date the agreement is
executed and shall terminate on January 31, 2018 unless terminated earlier as set
forth herein."
2. Paragraph 4, COMPENSATION TO CONSULT ANT, is modified to read as
follows:
"The maximum compensation to be aid to Consultant under this
agreement shall not exceed One Hundred Twenty Five Thousand Dollars
($ 125,000). The rate of payment is set out in Exhibit C, titled "Compensation",
which is attached hereto and incorporated herein."
3. The following exhibits to the Agreement are amended and replaced to read as
shown in the Attachments to this Amendment:
Exhibit A -Scope of Services (Amendment No. 2)
Exhibit B -Schedule of Performance (Amendment No. 2)
Exhibit C -Compensation (Amendment No. 2)
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.
Second Am endm ent to th e Ag reeme nt fo r La nd scape A rchit ectura l Serv ices -SS A La ndsca pe Archit ec ts, In c. Page 1 of 2
IN WITNESS WHEREOF, the parties hereto have caused this modification of
Agreement to be executed.
CONSULTANT
SSA LANDSCAPE ARCHITECTS, INC.
CITY OF CUPERTINO
A Municipal Corporation
By ~b)i6rJk ~
Title . f~t,~ f?§\1[
Date &{ l{f {17
41
303 Potrero ~' Ste. 40-C
Santa Clara, CA 95060
Phone no. (831) 459-0455
By '~
Director of Public Works, Timm Borden
APPROVED AS TO FORM:
,-By b&1
~ Randolph Stevenson Hom, City Attorney
ATTEST:
By (;C#f~(il
City Clerk, Grace Sct m~{lo __ 11
Account No.: 420-99-030-900-905-MRW 002-02-02
Total Contract Amount: $125,000
(Amendment No .2 Amount: $ 72,000) -~ 1 ~'d--, {y ~s,
Second Am endm ent to th e Ag reem e nt for Landscape Architec tural Serv ices -SSA La nd sca p e Architec ts, In c. Pa ge 2 of 2
EXHIBIT A
SCOPE OF SERVICES
Amendment No . 2
CONSULT ANT shall perform landscape architectural services as detailed in the following
sections related to the McClellan Ranch West Parking Lot Improvement project.
SECTION 1. GENERAL
A. General PROJECT Description: The PROJECT involves providing landscape
architectural design services through Construction Administration, in connection with
the parking lot improvement project at the vacant space at McClellan Ranch West. The
parking lot shall have a meadow-like appearance using permeable surfaces. It will have
a non-traditional parking layout that can be informal or very efficient with parking
attendants during events. It will incorporate erosion control measures and limited
riparian buffer plantings at the top of the creek bank.
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 term s hereof, including but not limited
to the terms se t 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 schedule meeting and prepare meeting agendas and
minutes for all PROJECT meetings during the design phase under the scope of
work. All minutes of meetings are due to the CITY within five (5) working days
after the meeting.
5. 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.
6. CONSULTANT's services shall be performed as expeditiously as is consistent
with profess ional skill and care and the orderly process of the work. The
schedule of performance indicated in EXHIBIT B, Amendment No. 2, may be
adjusted by mutual agreement.
City of Cupertino Ex hibits A, B & C: Amendment No. 2 Page 1 of 7
McClellan Ranch West Parking Lot Improvement
SSA Landscape Architects, Inc.
7. 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.
8. CONSULTANT shall submit work products 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: At 95 % Construction Documents and 100 %
Construction Documents phases, CONSUL TANT shall prepare an estimate of probable
construction cost as a decision-making tool.
SECTI O N 2. TASKS
A. Co nceptual Design Phase
1. Meet with CITY to collect additional information and further discuss design
opportunities and constraints, budget, phasing and schedule, and develop the Program
for Design.
2. Take site notes, photograph all areas and prepare a brief site analysis.
3. Prepare an electronic AutoCAD base from the survey provided by CITY.
4. Develop two conceptual plans for all of the abovementioned program elements.
5. Prepare a plan view illustrative graphic plan.
6 . Prepare a rough cost estimate as a decision-making tool.
7. Meet with CITY to present the conceptual plan and cost estimate, collect feedback and
collaborate with CITY on ideas that will be incorporated into a final preferred concept.
8. Prepare final preferred concept based on the outcome of the above meeting.
9 . Update the construction cost estimate.
10 . Present final preferred concept plan and collect feedback to be used in the Final
Conceptual Plan .
11. Based on comments from the above meeting, develop the Final Conceptual Plan and
illustrative colored plan view .
12. Update the construction cost estimate .
13. Present the Final Conceptual Plan and discuss phasing and next steps.
B. Design Development (DD) Phase: The design will be based on the preferred Conceptual
Design, dated 10-21-2016, with the addition of pedestrian-scale site lighting compatible with
the riparian habitat setting. This phase will finalize all materials, finishes and permeable
pavement types for the project. Excluded are the further examination of the driveway
entrance location or parking lot size, shape or dimensions.
The DD Package will generally include the following components, which may be
consolidated into common sheets where feasible :
City of Cupertino Exhibits A, B & C: Amendment No. 2
McClellan Ranch West Parking Lot Improvement
SSA Landscape Architects, Inc.
Pa ge 2 of 7
• Drive aisle and parking stall permeable pavements, including maintenance
requirements
• Cover Sheet
• Site Plan
• Materials and Finishes Plan
• Layout Plan
• Grading and Drainage Plan
• Pavement Details
• Planting Plan (extent of restoration and plant palette only)
• Irrigation Plan (POC, equipment and approach only)
• Erosion Control Plan
• Site Lighting Plan
• PG&E application for service
• DD level estimate of probable construction costs
The preparation of the DD package shall include the following tasks:
a. Research permeable pavement solutions that will provide a meadow-like surface that
remains maintainable and consistent with the riparian setting.
b. Meet with the civil engineering subconsultant to discuss permeable pavement options.
c. Prepare an initial matrix of permeable pavement options with pros and cons categories
including maintenance, cost, aesthetic value, etc.
d . Prepare an updated Site Plan that includes site lighting and planting/irrigation
information.
e. Meet with CITY and civil engineering subconsultant to discuss permeable pavement
options, and decide on best approach to present to stakeholders and end users. Planting
and irrigation information will also be discussed at this meeting.
f. Prepare final matrix, pertinent product imagery and Site Plan for meeting with
stakeholders and end users.
g. Prepare an abbreviated cost analysis for the preferred pavement materials.
h. Meet with CITY, including stakeholders and end users, to finalize decision on pavement
materials.
1. Prepare and submit to the CITY an electronic copy of the Draft DD Package for
comment.
J· Update and submit an electronic copy of the Draft DD level construction cost estimate.
k. Collect feedback and prepare Final DD Package.
1. Present the Final DD Package and discuss phasing, bid alternates and next steps.
C. Construction Documents (DD) Phase:
1. Attend a kick-off meeting with the City and design team.
2. Complete the research for the meadow planting with CU soil.
3. Incorporate comments from previous submittal to prepare and submit the 95%
Construction Documents (PS&E).
City of Cupertino Exhibits A, B & C: Amendment No. 2
McClellan Ranch W est Parking Lot Improvement
SSA Land sca p e Architects, Inc.
Page 3 of 7
4. Provide QA/QC check on the 95 % PS&E.
5. Submit electronic (PDF) copy of the 95% PS&E for CITY review.
6. Attend a page-turning design review meeting to specifically discuss the planting plan
and the materials and finishes for the parking lot.
7. Incorporate comments from previous submittal to prepare and submit the 100 %
Construction Documents.
8. Respond to questions from the CITY to facilitate completion of the Project Manual by the
CITY.
9. Visit the site with the draft 100 % PS&E for QA/QC. plan check.
10. Collect feedback and finalize/compile the 100% Construction Document/Bid Package.
11. Submit electronic (PDF) copy of 100 % PS&E withe-signature for CITY use in publishing
for bidding.
12 . Coordinate the work during this phase.
D. Bid Phase Support:
1. Attend one pre-bid conference at the project site, facilitated by CITY.
2. Respond to bidder questions for up to (2) written addenda as required.
3. Coordinate the work during this phase.
E. Construction Phase Support:
1. Attend one pre-construction meeting, facilitated by CITY.
2. Review project submittals and provide comment.
3. Review and respond to RFI' s.
4. Provide bulletins and clarification drawings as required.
5. Attend (6) construction meetings and provide a summary memo of field observations.
6. Conduct one substantial completion job walk and furnish a summary memo of punchlist
items.
7. Conduct one final completion job walk and furnish summary memo.
8. Coordinate the work during this phase.
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 allowance of SIX THOUSAND ONE HUNDRED THIRTY-EIGHT DOLLARS($
6,138) is made a part of thi s agreement. Additional services may be paid for as a negotiated maximum
not to exceed amount or by a time and materials cost accounting with a maximum not to exceed.
City of Cupertino Exh ibit s A, B & C: Am endment No. 2 Page 4 of 7
McClellan Ranch West Parking Lot Improvement
SSA Landscape Architects, Inc.
EXHIBIT B
SCHEDULE OF PERFORMANCE
Amendment No. 2
CONSULTANT shall complete all work b y January 31, 2018.
A. Maximum Compensation.
EXHIBITC
COMPENSATION
Amendment No. 2
The CITY agrees to compensate CONSULT ANT 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 ONE
HUNDRED TWENTY FNE THOUSAND DOLLARS ($125,000). CONSULTANT agrees that it
shall perform all of the services set forth in EXHIBIT A, Amendment No. 2, 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 FIFTY
THOUSAND FIVE HUNDRED THIRTY-NINE DOLLARS ($118,862). The maximum amount
of Additional Services are authorized under Section G of this EXHIBIT C, Amendment No . 2, is
THREE THOUSAND SIX HUNDRED SEVENTY-SEVEN DOLLARS($ 6,138).
B. Method of Payment
For the Tasks outlined above, 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 for services performed, and reimbursable expenses incurred if
applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice .")
Provided CONSULTANT has completed the services and incurred the reimbursable expenses
covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined
by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty
(30) working days of receipt of the Invoice.
The Invoice shall be based on the percentage of milestone completed, and it shall describe the
topics and tasks completed during the Invoice period in accordance with the Budget Schedule
and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable
expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth
below . CONSULTANT also shall include supporting documents for any reirnbursable
expenses. The Invoice shall also show the total to be paid for the Invoice period.
City of Cupertino Ex hibits A, B & C: Amendment No. 2 Page 5 of 7
McClellan Ranch West Parking Lot Improve ment
SSA Landscape Architects, Inc.
C. Budget Schedule
The Budget Schedule for this AGREEMENT shall be as follows:
Task Description
Task A: Conceptual Design
Task B: Design Development
Task C: Construction Documents
Task D: Bid Phase Support
Task E: Construction Phase Support
Additional Services Allowance
TOTAL
Task
Compensation
$12,204
38,335
45,948
2,863
19,512
6,138
-------
$125,000
CONSULTANT s hall not exceed any of the specified budget amounts for any Task without prior
written authorization from the CITY. The CITY may approve in writin g the transfer of budget
amounts between any of the Tasks listed above provided the total AGREEMENT amount does
not exceed ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS($ 125,000).
D. Payment Schedule
The Payment Schedule for this AGREEMENT shall be as follows:
TASK MILESTONE
Task A: Conceptual Design
Task B: Design Development
Task C: Construction Documents
Task D : Bid Phase Support
Task E: Construction Phase Support
Additional Services
E. Subconsultant Services.
PERCENT OF TASK
COMPENSATION PAID
UPON COMPLETION OF
MILESTONE
100 %
100%
100%
100%
100%
Paid Pursuant to Subsection G
below
CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this
PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule
shown above and shall be billed to the CITY by CONSUL TANT as part of the Basic Services.
C it y of Cupertino Ex hibits A, B & C: Amendment No. 2 Page 6 of 7
McClellan Ranch West Parking Lot Improvement
SSA Landscape Architects, Inc.
F. Reimbursable expenses.
Reimbursable expenses are included in CONSULTANT's lump sum compensation, including,
but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test
prints, 8 1/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the
responsibility of the CITY. There are no separate reimbursable expenses for Basic Services
performed under Tasks A and B in EXHIBIT A, Amendment No. 2.
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 SIX THOUSAND ONE HUNDRED THIRTY-EIGHT DOLLARS($ 6,138) 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 in EXHIBIT C-1. The rates shown therein shall 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. 2.
City of Cupertino Exhibits A, B & C: Amendment No. 2 Pa ge 7 o f 7
McClellan Ranch We s t Parking Lot Improvement
SSA Landscape Architects, Inc.
FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF
CUPERTINO AND SSA LANDSCAPE ARCHITECTS FOR ADDITIONAL
LANDSCAPE ARCHITECTURAL SERVICES
This First Amendment to the Agreement between the City of Cupertino and SSA
LANDSCAPE ARCHITECTS, for reference dated November 30, 2016, is by and between
the CITY OF CUPERTINO, a municipal corporation (hereinafter "CITY") and SSA
LANDSCAPE ARCHITECTS, A California co rporation whose addres s is 303 Potrero St., Suite
40-C, Santa Cruz, CA 95060 (hereinafter "CONSULTANT"), and is made with reference to
the following:
RECITALS:
A . On August 9, 2016, 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. Paragraph 1, TERM, is modified to r ea d as follows:
"The term of this Agreement shall commence on the date the agreement is
executed and shall terminate on March 31, 2017 unless terminated earlier as set
forth herein."
2. Paragraph 4, COMPENSATION TO CONSULTANT, is modified to read as
follows:
"The maximum compensa tion to be paid to Consultant under this
agreement shall not exceed FiftY. Three Thousand Dollars ($ 53,000). The rate of
payment is set out in Exhibit C, titl ed "Compensation", which is attached hereto
and incorporated herein."
3 . The following exhibits to the Agreement are amended and replaced to read as
shown in the Attachments to this Amendment:
Exhibit A -Scope of Services (Amendment No . 1)
Exhibit B -Schedule of Performance (Amendment No. 1)
Exhibit C -Compensation (Amendment No. 1)
Except a s expres sly modified her ein, all o ther terms and covenants set forth in the
Agr e ement shall r emain the same and shall b e in full force and effe ct.
Firs t.A me ndme nt to th e Ag reement for Landsca p e Arch itec tura l Se rv ices -SS A La nd sca p e A rch itec ts, In c. P age 1 o f 2
IN WITNESS WHEREOF, the parties hereto have caused thjs modification of
Agreement to be executed .
CONSULTANT ::~CTS, INC. CITY OF CUPERTINO
A Municipal Corporation
By ~~
Director of Public Works, Timm Borden
Title ~f.~\~
Date 1/&f/v I
303 Potrero Lane, Ste. 40-C
Santa Clara, CA 95060
Phone no. (831) 459-0455
APPROVED AS TO FORM:
~d ~enson Hom, City Attorney
ATIEST: d,
By ~IJA:
City Clerk, Grace Schmjdt / 2_,,. r/b
Account No .: 420-99-030-900-905-MRW 002-02-02
Total Contract Amount:$~ $71 ptlO "'1 -7·
(Amendment No.1 Amount:$ 38,335)
'bl':rl11p +-c/o .fvZ-W'
First Ame ndme nt to the Ag ree m e nt for Landscape Arc hite ctura l Se rv ic e s -SSA La ndsca p e Architec ts, Inc. Pa ge 2 o f 2
EXHIBIT A
SCOPE OF SERVICES
Amendment No. 1
CONSULTANT shall perform landscape architectural services as detailed in the following
sections related to the McClellan Ranch West Parking Lot Improvement project.
SECTION 1. GENERAL
A. General PROJECT Description: The PROJECT involves providing landscape
architectural design services through Design Development, in connection with the
parking lot improvement project at the vacant space at McClellan Ranch West. The
parking lot shall have a meadow-like appearance using permeable surfaces. It will have
a non-traditional parking layout that can be informal or very efficient with parking
attendants during events. It will incorporate erosion control meas ures and limited
riparian buffer plantings at the top of the creek bank.
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 h ereof, 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 s hall 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 schedule meeting and prepare meeting agendas and
minutes for all PROJECT meetings during the design phase under the scope of
work. All minutes of meetings are due to the CITY within five (5) working days
after the meeting.
5. CONSULTANT shall provide copies of s uch 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.
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 of performance indicated in EXHIBIT B, Amendment No. 1, may be
adjusted by mutual agreement.
City of Cupertino Ex hibits A, B & C: Amendment No. 1 Page 1 of 6
McClellan Ranch West Parking Lot Improvem ent
SSA Landscape Architects, Inc.
7. CONSULTANT shall manage its SUBCONSUL T ANTS, and administer the
PROJECT. CONSULTANT shall consult with the CITY, research applicable
design criteria, and communicate with members of the PROJECT team.
8. CONSULTANT shall submit work products 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: At the Conceptual Design and Design
Development phases, CONSULTANT shall prepare an estimate of probable construction
cost as a decision-making tool.
SECTION 2. TASKS
A. Conceptual Design Phase
1. Meet with CITY to collect additional information and further discuss design
opportunities and constraints, budget, phasing and schedule, and develop the Program
for Design.
2. Take site notes, photograph all areas and prepare a brief site analysis.
3. Prepare an electronic AutoCAD base from the survey provided by CITY.
4. Develop two conceptual plans for all of the abovementioned program elements.
5. Prepare a plan view illustrative graphic plan.
6. Prepare a rough cost estimate as a decision-making tool.
7. Meet with CITY to present the conceptual plan and cost estimate, collect feedback and
collaborate with CITY on ideas that will be incorporated into a final preferred concept.
8. Prepare final preferred concept based on the outcome of the above meeting.
9. Update the construction cost estimate.
10. Present final preferred concept plan and collect feedback to be used in the Final
Conceptual Plan.
11. Based on comments from the above meeting, develop the Final Conceptual Plan and
illustrative colored plan view .
12. Update the construction cost estimate.
13. Present the Final Conceptual Plan and discuss phasing and next steps.
B. Design Development (DD) Phase: The design will be based on the preferred Conceptual
Design, dated 10-21-2016, with the addition of pedestrian-scale site lighting compatible with
the riparian habitat setting. This phase will finalize all materials, finishes and permeable
pavement types for the project. Excluded are the further examination of the driveway
entrance location or parking lot size, shape or dimensions.
The DD Package will generally include the following components, which may be
consolidated into common sheets where feasible:
City of Cupertino Exhibits A, B & C: Amendment No. 1
McClellan Ranch We st Parkin g Lot Improvement
SSA Landscape Architects, Inc.
Pa ge 2 of 6
• Drive aisle and parking stall permeable pavements, including maintenance
requirements
• Cover Sheet
• Site Plan
• Materials and Finishes Plan
• Layout Plan
• Grading and Drainage Plan
• Pavement Details
• Planting Plan (extent of restoration and plant palette only)
• Irrigation Plan (POC, equipment and approach only)
• Erosion Control Plan
• Site Lighting Plan
• PG&E application for service
• DD level estimate of probable construction costs
The preparation of the DD package shall include the following tasks:
a. Research permeable pavement solutions that will provide a meadow-like surface that
remains maintainable and consistent with the riparian setting.
b. Meet with the civil engineering subconsultant to discuss permeable pavement options.
c. Prepare an initial matrix of permeable pavement options with pros and cons categories
including maintenance, cost, aesthetic value, etc.
d. Prepare an updated Site Plan that includes site lighting and planting/irrigation
information.
e. Meet with CITY and civil engineering subconsulta.nt to discuss permeable pavement
options, and decide on best approach to present to stakeholders and end users. Planting
and irrigation information will also be discussed at this meeting.
f . Prepare final matrix, pertinent product imagery and Site Plan for meeting with
stakeholders and end users.
g. Prepare an abbreviated cost analysis for the preferred pavement materials.
h. Meet with CITY, including stakeholders and end users, to finalize decision on pavement
materials.
1. Prepare and submit to the CITY an electronic copy of the Draft DD Package for
comment.
j. Update and submit an electronic copy of the Draft DD level construction cost estimate.
k. Collect feedback and prepare Final DD Package .
1. Present the Final DD Package and discuss phasing, bid alternates and next steps.
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 allowance of TWO THOUSAND FOUR HUNDRED SIXTY-ONE DOLLARS($ 2,461)
is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to
exceed amount or by a time and materials cost accounting with a maximum not to exceed.
City of Cupertino Exhibits A, B & C: Amendment No. 1 Page 3 of 6
McClellan Ranch West Parking Lot Improvement
SSA Landscape Architects, Inc.
EXHIBIT B
SCHEDULE OF PERFORMANCE
Amendment No . 1
CONSULTANT shall complete all work by February 17, 2017.
A. Maximum Compensation.
EXHIBIT C
COMPENSATION
Amendment No. 1
The CITY agrees to compensate CONSULTANT for professional services performed in
accordance with the terms and conditions of this AGREEMENT. The maximum amount of
compensation to be paid to CONSULTANT under this AGREEMENT, including both payment
for professional services, additional services and reimbursable expenses, shall not exceed FIFTY
THREE THOUSAND DOLLARS($ 53,000). CONSULTANT agrees that it shall perform all of
the services set forth in EXHIBIT A, Amendment No. 1, 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 FIFTY THOUSAND FIVE HUNDRED
THIRTY-NINE DOLLARS($ 50,539). The maximum amount of Additional Services are
authorized under Section G of this EXHIBIT C, Amendment No. 1, is TWO THOUSAND FOUR
HUNDRED SIXTY-ONE DOLLARS($ 2,461).
B. Method of Payment
For the Tasks outlined above, 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 for services performed, and reimbursable expenses incurred if
applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.")
Provided CONSULTANT has completed the services and incurred the reimbursable expenses
covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined
by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty
(30) working days of receipt of the Invoice.
The Invoice shall be based on the percentage of milestone completed, and it shall describe the
topics and tasks completed during the Invoice period in accordance with the Budget Schedule
and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable
expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth
below. CONSULTANT also shall include supporting documents for any reimbursable
expenses. The Invoice shall also show the total to be paid for the Invoice period .
City of Cupertino Exhibits A, B & C: Amendment No. 1 Page 4 of 6
McClellan Ra nch W est Parking Lot Improvement
SSA Landscape Architects, Inc.
C. Budget Schedule
The Budget Schedule for this AGREEMENT shall be as follows:
Task Description
Task A: Conceptual Des ign
Task B: Design Development
Additional Services Allowance
TOTAL
Task
Compensation
$12,204
38,335
2,461
-------
$ 53,000
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 FIFTY THREE THOUSAND DOLLARS ($ 53,000).
D. Payment Schedule
The Payment Schedule for this AGREEMENT shall be as follows:
TASK MILESTONE
Task A: Conceptual Design
Task B: Design Development
Additional Services
E. Subconsultant Services.
PERCENT OF TASK
COMPENSATION PAID
UPON COMPLETION OF
MILESTONE
100 %
100 %
Paid Pursuant to Subsection G
belo w
CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this
PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule
shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services.
F. Reimbursable expenses.
Reimbursable expenses are included in CONSULTANT's lump sum compensation, including,
but not limited to , any expenses related to CONSULTANT's internal plan checks, CAD test
prints, 8 1/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the
City of Cupertino Exhibits A, B & C: A m endmen t No. 1 Page 5 of 6
McClellan Ranch West Parking Lot Improvem ent
SSA Landscape Architects, Inc.
responsibility of the CITY. There are no separate reimbursable expenses for Basic Services
performed under Tasks A and B in EXHIBIT A, Amendment No. 1.
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 TWO THOUSAND FOUR HUNDRED SIXTY-ONE DOLLARS($ 2,461) 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 in EXHIBIT C-1. The rates shown therein shall 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.
City of Cupertino Exhibits A, B & C: Amendment No. 1 Page 6 of 6
McClellan Ranch W es t Pa rking Lot Improvement
SSA Landscape Architects, Inc.
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND SSA LANDSCAPE ARCHITECTS, INC.
FOR CONSUL TANT SERVICES FOR THE McCLELLAN RANCH WEST PARKING LOT
IMPROVEMENT PROJECT
THIS AGREEMENT, for reference dated ~ '\ , 2016, is by and between CITY OF
CUPERTINO, a municipal corporation (hereinafte~rred to as "City"), and SSA LANDSCAPE
ARCHITECTS, INC., a California corporation, whose address is 303 Potrero St., Suite 40-C, Santa Cruz,
CA 95060 (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 landscape design 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 is executed and shall
terminate on December 31, 2016 , 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.
4. COMPENSATION TO CONSULTANT:
The maximum compensation to be paid to Consultant under this agreement shall not exceed
Fourteen Thousand Dollars ($ 14,000). 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
Page 1 of 10
City of Cupertino
Agreement -SSA Landscape Architects, Inc.
For the McClellan Ranch West Parking Lot Improvement Project
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
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.
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
Page 2of10
City of Cupertino
Agreement -SSA Landscape Architects, Inc.
For the McClellan Ranch West Parking Lot Improvement Project
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 Steve
Sutherland.
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.
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
Page 3of10
City of Cupertino
Agreement -SSA Landscape Architects, Inc.
For the McClellan Ranch West Parking Lot Improvement Project
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 cos ts and fees of litigation .
12. INSURANCE:
On or before the commencement of the term of this Agreement, Consultant shall furnish City
with certifica t es showing the type, amount, effective dates and dates of expiration of insurance coverage
in comp li ance with paragraph 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 liabili ty 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 $1,0 00,000 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: $5 00,000 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 $1,00 0,000 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 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
Page 4of10
C it y of Cupertino
Agreement -SSA Landscape Architects, Inc.
For the McClellan Ranch West Parking Lot Improvement Project
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.
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.
Page 5of10
City of Cupertino
Agreement -SSA Landscape Architects, Inc.
For the McClellan Ranch West Parking Lot Improvement Project
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 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.
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 s ided.
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
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City of Cupertino
Agreement -SSA Landscape Architects , Inc .
For the McClellan Ranch West Parking Lot Improvement Project
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.
at:
All notices, demands, requests, or approvals from Consultant to City shall be addressed to City
City of Cupertino
Attention: Alex Acenas, PW Project Manager
10300 Torre Ave.
Cupertino CA 95014
All notices, demands, requests, or approvals from City to Consultant shall be addressed to
Consultant at:
SSA Landscape Architects, Inc.
Attention: Steve Sutherland
303 Potrero St., Suite 40-C
Santa Cruz, CA 95060
City ofCupe1tino
Agreement -SSA Landscape Architects , Inc .
Page 7of10
For the McClellan Ranch West Parking Lot Improvement Project
20. TERMINATION:
In the event Consultant fails or refuses to p e rform 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 neces sary 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 thi s
Agreement, each party shall pay to the other party that portion of compensation s pecified 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.
A. PREVAILING WAGES: To the extent a pplicable, Contractor shall comply with the City's
Labor Compliance Program and all other requirements set forth in Labor Code section 1770 et
seq.
B. WORKING DAY: To the extent applicable, Contractor shall comply with California Labor
Code Section 1810, et seq. which provides that wo rk p e rform e d by e m p loyees of co ntrac to rs in
ex cess of 8 hours p e r da y, and 40 hours during a ny o n e week , mus t be co mp e nsa te d a s overtim e,
a t not less th a n 1 1/2 tim es th e ba sic r a te of p a y .
C. PAYROLL RECORDS: To the extent applicable, Contractor s hall comply with California
Labor Code Section 1776 which requires certified payroll records be maintained with the name,
address, social security number, work classification, s t ra ig ht tim e a nd ove rtim e h o u rs wo rked
e ach da y a nd week, a nd th e ac h1al p e r di e m wages p a id to eac h jo urn ey m a n , a pprentice, wo rk e r,
o r othe r e mployee e mployed by him or h e r in conn ec tion with thi s Agreem e nt. T h e Payro ll
Records shall be m a d e ava ilable for in sp ec ti o n as pro v id e d in C aliforni a Labo r Cod e Sec ti o n 1776 .
D. APPRENTICES: To the extent applicable, Contractor shall comply with California Labor
Code Section 1777.5 regarding apprentices.
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 .
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City of Cupertino
Agreement -SSA Land scape Architects , Inc .
For the McClellan Ranch W est Parking Lot Improvement Project
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 sec ured 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 s hall 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 9of10
City of Cupertino
Agreement -SSA Landscape Architects, Inc.
For the McClellan Ranch West Parking Lot Improvem e nt Project
P.O. No.: ?-al'-:}-,, /()')--
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CONSULTANT
SSA Landscape Architects, Inc .
B &&fJr~
Name ~ 4:Jf.._.....-1/
Title f~JZ8VT
Date £?tditk
Tax LO. No.: 71-tJ2£f;t}w4
Address: ~7 ~r;£-@ ~l
CITY OF CUPERTINO
A Municipal Corporation
Date_~B~· ~j-·_'2.:?_!_&~---
APPROVED AS TO FORM:
~ l rt:. JfJ .,.&
qNtj TfR~Z 1 tHrJJ!tJ _____ _
City of Cupertino
Randolph Stevenson Hom, City Attorney
-<tVAITEST ,
~:;;Ltt
Grace Schmidt, City Clerk f-1 {-(b
Contract Amount: $14,000
Account No.: 420-99-030-900-905-MRW 002-02-02
Page 10of10
Agreement -SSA Landscape Architects, Inc .
For the McClellan Ranch Wes t Parking Lot Improvement Project
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall perform professional services as detailed in the following sections related
to the McClellan Ranch West Parking Lot Improvement Project located at 22241 McClellan Rd .,
Cupertino .
SECTIONl. GENERAL
A. General PROJECT Description: The PROJECT involves providing Conceptual Design
services in connection with the parking lot improvement project at the vacant space at
McClellan Ranch West. The parking lot shall have a meadow-like appearance using
permeable surfaces. It will have a non-traditional parking layout that can be informal or
very efficient with parking attendants during events . It will have bus tum-around and
drop-off, ADA access to the road and bridge and light standards that could possibly be
solar-powered. It will incorporate erosion control measures and riparian buffer
plantings at the top of the creek bank.
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. CONSULT ANT shall coordinate this scope of services with the CITY as well a s
with other CITY consultants and contractors, as needed or as directed by the
CITY .
4. 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.
5 . 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.
6. CONSULTANT shall submit work products to the CITY, according to SECTION
2 -"TASKS", of this EXHIBIT A for purposes of evaluation and approval by the
CITY. The CITY including the Department of Public Works Engineering and
City Facilities and Department of Parks and Recreation will review the
documents.
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SSA Landsca p e Architect s, Inc . Ag reem ent -Exhibits
Land scape Architectural Services for Conceptua l Design
McCl e ll a n Ranch W est Parking Lot Improvement Proj ect
7. CONSULTANT shall assist the CITY, as requested by the CITY, in connection
with the CITY's responsibility for filing documents required for the approval of
governmental authorities having jurisdiction over the PROJECT, including
submitting to the CITY's Building Department for a building permit if required.
C. Estimate of Probable Construction Cost: CONSULTANT shall prepare a Conceptual
Design phase estimate of probable construction cost as a decision-making tool.
SECTION 2. TASKS
1. Meet with CITY to collect additional information and further discuss design opportunities
and constraints, budget, phasing and schedule, and develop the Program for Design.
2. Take site notes, photograph all areas and prepare a brief site analysis.
3. Prepare an electronic AutoCAD base from the survey provided by CITY.
4. Develop two conceptual plans for all of the abovementioned program elements.
5. Prepare a plan view illustrative graphic plan.
6. Prepare a rough cost estimate as a decision-making tool.
7. Meet with CITY to present the conceptual plan and cost estimate, collect feedback and
collaborate with CITY on ideas that will be incorporated into a final preferred concept.
8. Prepare final preferred concept based on the outcome of the above meeting.
9. Update the construction cost estimate.
10. Present final preferred concept plan and collect feedback to be used in the Final Conceptual
Plan.
11. Based on comments from the above meeting, develop the Final Conceptual Plan and
illustrative colored plan view.
12. Update the construction cost estimate.
13. Present the Final Conceptual Plan and discuss phasing and next steps.
EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall complete all work by September 30, 2016.
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SSA Landscape Architects, Inc . Agreement -Exhibits
Landscape Architectural Services for Conceptual Design
McClellan Ranch West Parking Lot Improvement Project
A. Maximum Compensation.
EXHIBITC
COMPENSATION
CITY agrees to compensate CONSULTANT for professional services performed in accordance
with the te r ms 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
FOURTEEN THOUSAND DOLLARS($ 14,000). 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 TWELVE THOUSAND TWO HUNDRED AND FOUR
DOLLARS ($ 12,204). The maximum amount of Additional Services authorized under Section
G of this EXHIBIT C is ONE THOUSAND SEVEN HUNDRED NINETY-SIX DOLLARS
($1,796).
B. Method of Payment
For the Tasks outlined in Section 2 of Exhibit A, CONSULTANT shall, during the term of this
AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each
milestone set forth below in the Payment Schedule (Schedule D below) for services performed,
and reimbursable expenses incurred if applicable, in completing that milestone under this
AGREEMENT . (Hereinafter "Invoice .") Provided CONSULTANT has completed the services
and incurred the reimbursable expenses covered by the Invoice in accordance with the
provisions of this AGREEMENT, as determined by the CITY, the CITY shall pay
CONSULTANT the amount shown on the Invoice within thirty (30) working days of receipt of
the Invoice.
The Invoice shall be based on the percentage of milestone completed, and it shall describe the
topics and tasks completed during the Invoice period in accordance with the Budget Schedule
and Payment Schedule set forth below . The Invoice shall list work completed and reimbursable
expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth
below. CONSULTANT also shall include supporting documents for any reimbursable
expenses. The Invoice shall also show the total to be paid for the Invoice period .
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SSA Land scape Architect s, Inc. Ag r eem ent -Ex hibits
La ndsca p e Architectural Ser v ic es for Conceptua l Design
McCl e llan Ranch West Parking Lot Improvem ent P roject
D. Payment Schedule
The Payment Schedule for this AGREEMENT shall be as follow s:
Milestone
1 thru 13 Conceptual Design Services
Additional Services
E. Subconsultant Services.
Percent of Task
Compensation Paid
Upon Completion
of Milestone
100 %
Paid Pursuant to
Subsection G below
CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this
PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule
shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services .
F. Reimbursable expenses.
Reimbursable expenses are included in CONSULTANT's lump sum compensation, including,
but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test
prints, 8 1/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the
responsibility of the CITY. There are no separate reimbursable expenses for Basic Services
performed under Tasks 1-13 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 ONE THOUSAND SEVEN HUNDRED NINETY-SIX DOLLARS ($1,796) 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.
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SSA Landsca p e A rchitect s, In c. Ag r eem ent -Ex hibits
La nd s ca p e Architectura l Se rvices for Conce ptua l Desig n
McCl e llan Ra nch W est Pa rking Lo t Improv em ent P roject
EXHIBIT C-1
CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES
Title Hourly Rate
Principal $195
Associate Principal $177
Senior Project Manager $164
Project Manager $144
Landscape Architect $122
AutoCAD Technician $106
Administrative Assistant $ 92
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SSA Landscape Architects, Inc. Agreement -Exhibits
Landscape Architectural Services for Conceptual Des ign
McClellan Ranch W est Parking Lot Improvement Proj ec t