16-107 Kimley-Horn and Associates, Inc., for Consultant Services for Preparation of a Traffic Signal System Master PlanFIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF
CUPERTINO AND KIMLEY-HORN FOR CONSULTANT SERVICE FOR
PREPARATION OF A TRAFFIC SIGNAL SYSTEM MASTER PLAN
This First Amendment to the Agreement between the City of Cupertino and Kimley Horn ,
for reference dated January I 0, 2017, is by and between the CITY OF CUPERTINO, a municipal
corporation (hereinafter "City") and Kimley-Horn a California Corporation ("Consultant") whose
address is 1300 Clay Street, Suite 325, Oakland, California, 94612, and is made with reference to
the following:
RECITALS:
A. On August 17, 2016, an agreement was entered into by and between City and
Consultant (hereinafter "Agreement") for consultation services .
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 paities as
follows:
I. Paragraph 4 of the Agreement is modified to read as follows:
The maximum compensation to be paid to Consultant under this agreement shall not exceed
Twenty Eight Thousand , Nine Hundred -Ninety Dollars ($28 ,990.00)
2 . The following Exhibit to the Agreement is added to the original scope of work:
a. EXchibit "A "
3. 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.
IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement
to be executed.
CONSULTANT
~I ~ 4kt'
City Clerk / ~ J_~ ~-( 7
CITY OF CUPERTINO
A Municipal Corporation
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Title };)..,c"'kc ct( 'P:iJ h) JG W<>rks
RECOMMENDED FOR APPROVAL:
By:~~
Title ~ ~~
APPROVED AS TO FORM:
~ Cit{Attorney
EXPENDITURE DISTRIBUTION
ACCOUNT NUMBER AMOUNT
PO #2017-217
Original Contract: $27 ,890 .00
Amendment #1 $1 ,100.00
Total: $28,990.00
Exhibit A
Additional Scope of Services
Scope of Services: Consultant shall provide additional services as requested by the City of
Cupertino:
Revise City's fiber splice diagram to accommodate Cupe11ino-City of Santa Clara traffic signal
system communications link and reassign planned Tantau-Vallco traffic signal communications
link.
AGREEMENT BETWEEN THE CITY OF CUPERTINO AND KIMLEY-HORN AND ASSOCIATES,
INC., FOR CONSULTANT SERVICES FOR PREPARATION OF A TRAFFIC SIGNAL SYSTEM
MASTER PLAN
THIS AGREEMENT, for reference dated ~ L ~ , 2016, is by and between CITY OF
CUPERTINO, a municipal corporation (hereinafteneerred to as "City"), and Kimley-Horn and
Associates, Inc., a California corporation, whose address is 1300 Clay Street, Suite 325, Oakland, CA
94612, (510) 625-0712 (hereinafter referred to as "Co nsultant"), 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 bus iness 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 preparation of a Traffic Signal
System Master Plan upon the terms and conditions h erein.
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 June 30, 2017, 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
Twenty-Seven Thousand, Eight-Hundred Ninety Dollars ($27,890.00). The rate of payment is set out in
Exhibit C, titled "Compensation", which is attached hereto and incorporated herein.
City of Cupertino
Kimley-Hom and Associates, Inc .
Traffic Signal System Master Plan
Page 1 oflO
Consultant shall furnish to City a detailed statement of the work performed for compensation during the
term of this Agreement. Consultant may submit monthly invoices for interim progress payments during
the course of each phase, clearly stating as a minimum the total Contract amount, amount paid to date,
percent complete and amount due.
5. TIME IS OF THE ESSENCE:
Consultant and City agree that time is of the essence regarding the performance of this
Agreement.
6. STANDARD OF CARE:
Consultant agrees to perform all services hereunder in a manner commensurate with the
prevailing standards of specially-trained 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 an 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 repres entative of City for all purposes under this
Agreement. David Stillman, Senior Civil Engineer, is hereby designated as the Director of Public Works'
designee and Project Manager, and shall supervise the progress and execution of this Agreement.
City of Cupertino
Kimley-Horn and Associates, Inc .
Traffic Signal System Master Plan
Page 2 of IO
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 Manag er designee shall be subject to the prior written acceptance
and approval of the City Project Manager. The designated Consultant Project Manager shall be Elbert
Chang.
11. HOLD HARMLESS:
A. Indemnity Obligations Subject to Civil Code Section 2782.8 .
l. Where the law establishes a standard of care for Cons ultant'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
City of Cupe1iino
Kimley-Horn and Associates , Inc.
Traffic Signal System Master Plan
Page 3 of IO
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 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 liability and
commercial automobile liability policies shall be submitted with the insurance certificates.
A. COVERAGE:
Consultant shall maintain the following insurance coverage:
City of Cupertino
(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
Property Damage:
each occurrence
$1,000,000
aggregate -all other
$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 4of10
Kimley-Horn and Associates, Inc.
Traffic Signal System Master Plan
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. FAIL URE 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 interes t 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.
City of Cupertino
Kimley-Horn and Associates , Inc .
Traffic Signal System Master Plan
Page 5of10
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 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 organiz ation 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 .
City of Cupe1tino
Kimley -Horn and As sociates , Inc.
Traffic Signal System Master Plan
Page 6of10
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 sh all provide free
access to s u ch 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 fai lure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses
associated with the supplement al 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.
A ll notices, demands, requests, or approvals from Consu ltant to City shall be addressed to City
at:
City of Cupertino
10300 Torre Ave.
Cupertino CA 95014
Attention: David Stillman
All notices, demands, requests, or approvals from City to Consultant shall be addressed to
Consultant at:
Kimley-Horn and Associat es, Inc.
1300 Clay Street, Suite 325
Oakland, CA 94612
Attenti on: Elbert Chang
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 n ature of such default and the steps necessary to cure such
default, City may terminate the Agreement forthwi th 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 sh a ll 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.
City of Cupertino
Kimley-Horn and Associates, Inc.
Traffic Signal System Master Plan
Page 7 oflO
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. To the extent applicable, Consultant shall comply with all provisions of law
relating to the payment of prevailing wages, including those under California Labor Code Section 1770, et
seq., Labor Code Section 1810 (working day); Labor Code Section 1776 (payroll records).
22. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State of California
excepting any choice of law rules which may direct the application of laws of another jurisdiction. The
Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the
authorities having jurisdiction over this Agreement (or the successors of those authorities.)
Any suits brought pursuant to this Agreement shall be filed with the courts of the County of
Santa Clara, State of California.
23. ADVERTISEMENT:
Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs,
advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed
under this Agreement unless prior written approval has been secured from City to do otherwise.
24. WAIVER:
A waiver by City of any breach of any term, covenant, or condition contained herein shall not be
deemed to be a waiver of any s ubsequent 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 m er ged 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 b y a City officer
or designated employee, which prohibition is found in City Administrative Procedures .
B. Consultant agrees not to offer any City officer or des ignated employee any gift prohibited b y 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 20 of this Agreement.
City of Cupertino
Kimley-Hom and Associates, Inc .
Traffic Signal System Master Plan
Page 8of10
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.
City of Cupertino
Kimley-Horn and Associates, Inc.
Traffic Signal System Master Plan
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P .O. No.: ],-() t 1-. 'Z--f f.
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.
CONSULTANT
Tax I.D. No.: _____ _
Address: _______ _
City of Cupe1iino
Kimley-Hom and Associates, Inc.
Traffic Signal System Master Plan
CITY OF CUPERTINO
A Municipal Corporation
Date SJ-h B / /(_ / I .
APPROVED AS TO FORM:
~S A
~ Randolph Stevenson Hom, City Attorney
ATTEST:
~ (t/J'
Grace Schmidt, City Clerk ?"-J-l{ f (:,
Contract Amount: $27,890.00
Account No.: 100-88-844-700-702
Page 10 oflO
Kimley »> Horn
CUPERTINO TRAFFIC SIGNAL SYSTEM MASTER PLAN
EXHIBIT A -SCOPE OF SERVICES
Kimley-Horn and Associates , Inc. (Kimley -Horn) will provide professional engineering serv ices for the
development of a Traffic Signal System Master Plan for the City of Cupertino . Based on discussions with the City,
we understand tha t the City desires that the Master Plan include the following :
• Document and evaluate existing traffic signal system, including
o Central traffi c signal server,
o Central video management server (inc luding sto rage),
o Field communications (e .g. Copper/ Fib er, seria l/ IP, traffic signal grouping) for existing and
future traffic signa ls,
o Cabinet traffi c signal controllers, traffic monitoring cameras and commu ni cat ion s equipment,
• Document equ ipment changes and upgrades needed to convert City traffic signal network from serial
drop-and-repeat and video point-to-point to IP network,
• List of prioritized implementable projects, including planning level costs .
The following scope of work outlines our detailed approach based on Kim ley-Horn's understanding of the goals
and objectives of the project above.
Task 1 -Project Management and Meetings
This task includes project management related tasks and meetings to consist of preparation of invoices, budget
oversight, adherence to project scheduling , and general project coordinat ion.
This task includes two meetings with City staff. This meeting is intended to discuss the contents of the Master
Plan and to gather new or updated existing conditions data , d iscuss communications system needs, goals, and
requirements, discuss implementation strategies, and identify communication gaps and future projects . The
second meeting will be t o receive comments on the DRAFT Master Plan
Deliverables :
• Meeting agenda and notes for two (2) meetings
Task 2 -Draft Traffic Signal System Master Plan
Data Collec t ion
Kimley-horn will prepare a list of requested information (traffic signal equipment) to be discussed at the first
meeting with the City. The requested information will include the following
• Traffi c Signa l Controller models and types per intersection
• Traffic monitoring camera models and types per intersection
• Communications equipment (e .g . switches, OTR , VOTR) per intersection
• Traffic signa l grouping and communications circuits (checked against City 's fiber splice diagram)
• Prioritized list of future signa ls (p lanne d and programmed)
• Network commun ication details between City Hall (Traffic Engineer's office) and TOC.
It is anticipated that this meeting will take place at TOC and Kimley -Horn will document the central hub servers
and communications equipment at the TO C following the meeting. At the same time, Kimley -Horn will also
confirm the network communication details between City Hall (Traffic Engineer's office) and TOC. Field
investigation of cabinets is not included under this scope of services.
ll Page
Kimley »> Horn
Draft Master Plan
Kimley -horn will prepare an annotated outline of the Traffic Signal System Master Plan to be discussed at the
first meeting with the City . The Master Plan is anticipated to include the following key sections:
• City Needs, Objectives and Priorities -High -level planning for next 5-10 years .
• Existing conditions -including central servers (traffic signal and video management), communications
equipment, communication circuits, and controller equipment (traffic signal controllers and traffic
monitoring cameras)
• Evaluation of Existing Gaps -The Plan will identify and close existing gaps in traffic signal and video
monitoring server software, communication media and communication protocols, expansion challenges,
and assess how to build out the system to meet the City's objectives .
• Future Projects - A list of prioritized and implementable projects will be developed and prioritized
based on the City's needs. The project list will include planning level deployment costs, and on -going
operations and maintenance costs. The City's fiber optic sp lice diagram will be updated to reflect these
future projects, including Tantau Avenue and Main Street (anticipated).
Kimley-Horn will incorporate the input received at the City meeting into the revised outline and prepare the
DRAFT Master Plan.
Deliverable:
• DRAFT Traffic Signal Systems Master Plan in electronic PDF format.
Task 3 -Final Traffic Signal System Master Plan
Upon completion of the DRAFT Master Plan review by the City, Kimley -Horn will organize a review meeting
to receive and discuss comments on the draft document. Kimley-Horn will document comments in a
comment response matrix and confirm direction with City . Based on the review comments on DRAFT design
submittal, the Master Plan will be advanced to the FINAL level. It is assumed that no major revisions will be
made at the FINAL design le vel and major changes will be considered additional services.
Deliverable :
• Comment response matrix
• FINAL Citywide Traffic Communications Master Plan in electronic PDF format
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Kimley »>Horn
CUPERTINO TRAFFIC SIGNAL SYSTEM MASTER PLAN
EXHIBIT B -SCHEDULE OF PERFORMANCE
Kimley-Horn is prepared to begin work immediately upon receipt of the notice to proceed (NTP) and will
endeavor to meet your scheduling needs . Kimley-Horn will complete our services in accordance with the
schedu le as follows :
Task/Deliverable Time
1st City Meeting 1 week after NTP
Draft Master Plan 3 weeks after receipt of data from City
2nd City meeting 1 week after receipt of comments from City
Fin al Master Plan 1 week after 2nd City meeting.
The schedule assumes a one (1) week City review period for the Draft Master Plan .
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Kimley »> Horn
CUPERTINO TRAFFIC SIGNAL SYSTEM MASTER PLAN
EXHIBIT C-COMPENSATION
Kimley-Horn will provide the Base Services outlined in Tasks 1 to 3 of the Scope of Services for a Time and
Materials fee not to exceed $27,890, as shown in the table below. The fees include labor cost and expenses
incurred in performing these services. Other direct expenses, if any are necessary, will not be incurred without
your authorization .
The proposed Scope of Work (Tasks 1-3) fee is based on the following assumptions:
• No field work for existing traffic controller verification is included in this project.
• City to provide list of requested traffic signal controller equipment by intersection.
• All deliverables will be provided to the City in electronic format (.pdf).
Services other than those set forth in the Scope of Services shall constitute extra services. Extra services, such as
attendance at meetings other than those included in the Scope of Services and changes in scope of the
improvements, shall be performed only with your authorization, and for additional fees to be negotiated prior to
authorization .
Task Budget
Task 1-Project Management and Meetings $4,300
Task 2 -Draft Master Plan $18,610
Task 3 -Final Master Plan $4,040
Expenses $940
Total $27,890
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Kimley»> Horn Cupertino Traffic Signal System Master Plan
Exhibit C-Compensation
Kimley-Horn and Associates, Inc.
HOURLY RATE SCHEDULE
Effective July 1, 2016 through June 30 , 2017
TECHNICAL SUPPORT ......................................................... $ 105 .00 -$125.00
SENIOR TECHNICAL SUPPORT ............................................ $120.00-$180.00
SUPPORT STAFF ...................................................................... $ 85.00 -$105.00
PROFESSIONAL ..................................................................... $ 115.00 -$165 .00
SENIOR PROFESSIONAL ........................................................ $180.00 -$325.00
PRINCIPAL ............................................................................... $295.00 -$325.00
Rates are adj usted on July 1 of each year to refl ect market conditions
EXPENSES
DIRECT EXPENSE MARK-UP ........................................................... 15.00%
SUBCONSULTANT MARK-UP ........................................................... 15.00%
OFFICE EXPENSES .............................................................................. 5%
,kimley-horn "com 1300 Clay Street , Suite 325, Oakland, CA 94612 510.625 0712
Z.C.MCM 16117