17-050 Stantec Consulting, Inc., Professional Services for AC2 Cut-Through and Parking Intrusion Monitoring and Mitigation ProgramsAGREEMENT BETWEEN THE CITY OF CUPERTINO AND STANTEC CONSULTING FOR
PROFESSIONAL SERVICES FOR AC2 CUT-THROUGH AND PARKING INTRUSION
MONITORING AND MITIGATION PROGRAM
• This Agreement for Design Professional Services ("Agreement"), dated
~ t O. , 2017 , is entered into by and between City of Cupertino , a mun icipal
corporation t"C ity "), and Stantec Consulting Inc ., a Corporation ("Design Professional ").
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. Design Professional represents that it is specially trained , experienced and
competent to perform the c ivil engineering services ("Services ") requi red for the City's AC2 Cut-
Through Traffic and Parking Intrusion Monitoring and Mitigation Program ("Project").
C. Design Professional represents that it is duly licensed in good standing by the
State of California to perform such Services and has submitted a proposal , dated March 17,
2017 ("Proposal ") in response to the City's request for proposals . ·
D. City is entering into this Agreement in reliance upon Design Professional 's
representat ions , set forth above , to provide the Services in accordance w ith the terms and
conditions of this Agreement.
TERMS AND CONDITIONS
1. TERM :
The term of th is Agreement ("Term ") will beg in on the date this Agreement is fully executed by
both parties and , unless terminated earlier as set forth below or extended by a written
amendment to this Agreement, will expire upon on December 31 , 2017 .
2. SERVICES TO BE PERFORMED :
A. Basic Services. Design Professional will provide Basic Services under this
Agreement as further described the Scope of Services set forth in Exhibit A, Scope of
Services , attached hereto and incorporated herein , and as further specified in the Proposal ,
except to the extent that any provision in the Proposal conflicts or is inconsistent with th is
Agreement and the Exhibits hereto, or as otherwise expressly rejected in writing by the City .
Basic Services may be divided into separate sequential tasks ("Tasks") as further specified i n
Exhibit A.
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B. Additional Services. City may request, at any time during the Term of this
Agreement, that Design Professional provide additional services related to the Project , which
are not already encompassed , expressly or implicitly , in this Agreement , Exhibit A o r the
Proposal ("Additional Services "). Any Additional Services must be authorized in writing by City.
Design Professional will not be entitled to compensation for Additional Services provided without
or prior to the City's written authorization . Duly authorized Additional Services are subject to all
of the provisions that apply to Basic Services under this Agreement, except and only to the
extent otherwise specified . All references to "Services " include Basic Services and any
authorized Additional Services .
3. SCHEDULE:
All Services must be provided within the times specified in Exhibit B, Schedule of
Performance , attached hereto and incorporated herein . Design Professional must promptly
notify the City of any actual or potential delay in providing the Services as scheduled to afford
the City adequate opportunity to address or mitigate the delay if possible . Design Professional
must begin each separate Task included in Basic Services upon receipt from City of a notice to
proceed ("Notice to Proceed ") for that Task , and must complete the Task within the time
specified in Exhibit B.
4. COMPENSATION:
A. Maximum Compensation . The cumulative total payment to Design
Professional for Basic Services , Additional Services and expenses under t his Agreement may
not exceed $29 ,278 .00 . Design Professional is not entitled to any payment for Services or
expenses in excess of this maximum lim it.
B. Basic Services. City will pay Design Professional $29 ,278.00 ("Lump Sum
Price "), for the complete and satisfactory performance of the Basic Services in accordance with
this Section 4 and as may be further specified in Exhibit C, Compensation , attached hereto
and incorporated herein . The Lump Sum Price is completely inclusive of all time and expenses
to provide the Basic Services , including , but not limited to, subconsultant costs , materials,
supplies , equipment , travel , taxes , overhead and profit. If, for any reason , Design Professional
does not fully complete the Basic Services it will only be entitled to a percentage of the Lump
Sum Price that is proportionate to the percentage of Bas ic Services that were completed to the
City's reasonable satisfaction .
C. Additional Services. Additional Services that have been duly authorized by City
as specified above , and provided to the City 's reasonable satisfaction , may be compensated on
a lump sum bas is or based on time and expenses , subject to a not-to -exceed limit, using the
Hourly Rates Schedule and Reimbursable Expenses Schedule included in Exhibit C,
Compensation. An allowance of $0 has been budgeted for Additional Services under this
Agreement. The City has the discretion , but not the obligation, to authorize Additional Services
up to this not-to-exceed amount , including the discretion to elect not to authorize any Additional
Serv ices. For Additional Serv ices provided on an hourly basis , Des ign Professional will be
enti t led to compensat ion for costs other than direct labor, normal business expenses and
overhead , based on the documented actual cost only, with no markup or surcharge
("Reimbursable Expenses "). Design Professional will not be entitled to reimbursement for in
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house copying, printing, faxes, telephone charges, employee overtime , or travel to City 's offices
or to the Project site, unless or to the extent such expenses are specifically authorized in Exhibit
C .
D. Invoices and Payments. City will pay Design Professional for Services
provided to the City 's reasonable satisfaction , within 30 days following receipt of a properly
submitted invoice for Services provided during the preceding calendar month. The invoice must
separately itemize and provide subtotals for Basic Services and Additional Services, and must
state the percentage of completion for each Task as further specified in Exhibit C . City will notify
Design Professional in writing if it disagrees with the stated percentage of completion, and if the
disagreement is unresolved, City will pay Design Professional based on the portion of Services
that City agrees have been satisfactorily completed at that point.
1. Time and Expenses: For Additional Services provided on an hourly
basis , each invoice must also include, for each day Services were provided :
a. The name and title of each individual or subconsultant providing
Services;
b. A succ inct summary of the Services performed by each individual
or subconsultant;
c. The time spent by each individual or subconsultant providing
those Services , in 30 minute increments ;
d . The applicable hourly billing rate or subconsultant charge and
payment due ;
e . An itemized list with amounts and explanation for all permitted
reimbursable expenses.
2 . Rates and Receipts: All hourly rates and reimbursable expenses must
conform to the City -approved rates set forth in Exhibit C, which will be in
effect for the entire Term of the Agreement. Each invo ice must attach
legible , dated receipts for all Reimbursable Expenses.
5. TIME IS OF THE ESSENCE:
Time is of the essence for the performance of all Services required under this Agreement and
for all of Design Professional 's duties, under this Agreement. Design Professional must at all
times have sufficient, qualified staff or subconsultants assigned to timely provide all Services
under this Agreement. Design Professional must take appropriate measures to avoid delay of
Project completion , including , but not limited to , prompt submission of deliverables and any
required revisions , and prompt responses to City or contractor requests , including , but not
limited to , requests for information , substitution requests and change order requests . Failure to
comply with the schedule requirements or failure to t imely submit deliverables or provided
responses as specified under this Agreement may be deemed a material breach of this
Agreement.
6. STANDARD OF CARE:
All Services must be prov ided in a manner that meets or exceeds the standard of care
applicable to the same type of design professionals performing similar work in the San
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Francisco Bay Area . Services may only be performed by qualified and experienced personnel o r
subconsultants who are not employed by the City and who do not have any contractual
relationship with City, with the exception of this Agreement. All Services provided under this
Agreement, including authorized Additional Services , must be performed as specified to the
City's reasonable satisfaction .
7. ERRORS AND OMISSIONS:
Design Professional is solely responsible for all of its or its subconsultants' errors and omissions
and must promptly correct any and all such errors and omissions at its sole expense. Design
Professional must also take appropriate measures to avoid or mitigate any delay , liab ility or
costs resulting from any such errors or omissions. This provision survives expiration or
termination of this Agreement.
8. PROJECT COORDINATION:
A. City Project Manager. The City 's authorized delegee , Juli e Chiu , will be the
City 's representat ive for all purposes under this Agreement ("City Project Manager") with
authority to oversee the progress and performance of Services under this Agreement. The City
reserves the right to replace or provide a substitute City Project Manager at any time , and
without prior notice to the Des ign Professional.
B. Design Professional Project Manager. Des ign Professional will assign a single
Project Manager (the "DP Project Manager"), subject to City approval , with authority to receive
and act on directions from the City and responsibility for the progress and performance of
Services under this Agreement. The designated DP Project Manager is Brook e DuBose . If a
substitute or replacement DP Project Manager is required for any reason , the City must be
notified of the need as soon as possible , Design Professional 's designation of the individual
proposed to serve as the substitute or replacement will be subject to the City 's prior written
approval. Design Professional is not entitled to compensation for the time required for the
substitute or replacement DP Project Manager to obtain sufficient knowledge of the required
Services to fully assume the former DP Project Manager's responsibilit ies.
C. Communication and Coordination. Design Professional is responsible for
coordinating the efforts of Design Professiona l's subconsultants or subcontractors providing
Services for this Agreement. Design Professional must also coordinate its Services to the extent
reasonably possible , with other City employees or consul t ants assigned to the Project. Design
Professional is respons ible for ensuring that the City Project Manager is regularly updated as to
the progress or status of the Services, including, but not limited to , participation in meetings or
compliance with reporting requirements specified in Exh ibit A . Design Professional has an
affirmative obligation to promptly notify the City Project Manager of any significant problems or
concerns as they arise in order to enable t imely resolution or mitigation of any such problems .
Design Professional must promptly respond to the City Project Manager's inquiries regard ing
the Services .
9. HOLD HARMLESS:
A. Indemnity Obligations Subject to Civil Code Section 2782.8. Design
Professional will, to the fullest extent allowed by law, with respect to all Services performed in
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connection with the Agreement , indemnify , defend , and hold harmless the City and its officers ,
officials, agents , employees and volunteers (collectively, the "Indemnified Parties") 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 (collectively , "Liability"), that arise out of, pertain to , or relate to the
negligence , recklessness , or willful misconduct of Design Professional or Design Professional's
employees , officers , officials , agents or subconsultants. Such costs and expenses shall include
reasonable attorney fees for legal counsel of City's choice , expert fees and all other costs and
fees of litigation. Des ign Professional is not obligated under this Agreement to indemnify City to
the extent that any Liab ility is caused by the sole or active negligence or willful misconduct of
any of the Indemnified Parties . In addition to its indemn ity obligations , Design Professional will
provide its immediate and active cooperation and assistance to the City , at no additional cost to
the City, in analyzing , defending, and resolving such Liability .
B. Claims For Other Liability. For all liabilities other than those included within
paragraph (A) above , Design Professional will , to the fullest extent allowed by law, indemnify ,
defend , and hold harmless the Indemnified Parties against any and all liabil ity , 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 Design Profess·ional or Design
Professional's employees , officers , officials , agents or subconsultants . Such costs and
expenses shall include reasonable attorney fees for legal counsel of Ci ty 's choice , expert fees
and all other costs and fees of litigation . Design Professional will not be obligated under this
Agreement to indemnify City to the extent that the damage is caused by the sole or active
negl igence or willful misconduct of the Indemnified Parties.
C. Claims Involving Intellectual Property. In addition to the ob ligations set forth in
paragraphs (A) and (B) above, Design Professional w ill indemnify, defend , and hold the
Indemnified Parties harmless from and against any claim in which an alleged violation of
intellectual property rights , including but not limited to copyright or patent rights , arises out of,
pertains to , or relates to Design Professional 's negligence , recklessness or willful misconduct
under this Agreement. Such costs and expenses will include reasonable attorney fees for legal
counsel of City 's choice , expert fees and all other costs and fees of litigation .
D. Survival. The requirements of this section survive expiration or termination of this
Agreement.
10. INSURANCE:
On or before the commencement of the Term of this Agreement , Design Professional must
furnish City with certificates showing the type, amount, effective dates and dates of expiration of
insurance coverage required in this section. Such certificates , which do not limit Design
Professional 's indemnification obligations , must also contain substantially the following
statement: "If any of the above insurance covered by this certificate is canceled before the
expiration date thereof, the insurer affording coverage will provide 30 days advance written
notice to the City of Cupertino , Attention: City Manager." Design Professional will maintain in
force at all times during the performance of this Agreement all insurance coverage requ ired by
this Agreement with an insurance company that is acceptable to City and authorized to do
insurance business in the State of California . Design Professional must also submit
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endorsements with t he certificates naming the City as additional insured in relation to the
commercial general liability and commercial automobile liability policies, as further specified
below.
A. Coverage . Design Profess ional must maintain the following insurance coverage :
1 . Workers' Compensation :
Statutory coverage as required by the State of California. If Design
Professional is self-insured, it must provide its duly authorized Certificate
of Permiss ion to Self-Insure .
2. Liability:
Commercial general liability coverage in the following minimum limits :
Bodily Injury: $500,000
each occurrence
$1 ,000 ,000
aggregate -all other
Property Damage: $100,000 each occurrence
$250 ,000 aggregate
If submitted , combined single limit policy with aggregate limits in the
amounts of $1 ,000 ,000 will be considered equivalent to the required
minimum limits shown above .
3. Automotive:
Commercial automotive liability coverage for owned , non-owned and
hired vehicles , in the following minimum lim its :
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 Design Professional in the
amount of at least $1 ,000 ,000 per claim and in the aggregate . The
professional liability insurance must include pr ior acts coverage , which
must remain in effect for four years following the earlier of expiration or
termination of the Term of this Agreement.
B. Subrogation Waiver. Each required policy must include an endorsement that
the insurer wa ives any right of subrogation it may have against the City or the City's insurers.
Design Professional agrees that in the event of loss due to any of the perils for which it has
ag reed to provide insurance , Design Professional will look solely to its insurance for recovery.
C . Failure to Comply . If Design Professional at any time during the Term of this
Agreement fa ils to secure or ma intain the required insurance , City may obtain or maintain the
insurance in the Design Professional's name or on behalf of the Design Professional and will be
compensated by the Design Professional for the costs of the insurance premiums at the
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maximum rate permitted by law and computed from the date written notice is received that the
premiums have not been paid.
D. Additional Insured Endorsements. City , its City Council , boards and
commissions , officers, officials, employees , agents and volunteers must be named as additional
insureds under all insurance coverages , except any worker's compensation and professional
liability insurance , required by this Agreement. Any additional insured will 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 will not be required to
contribute anything toward any loss or expense covered by the insurance required under this
Agreement.
E. Sufficiency of Insurance. The insurance limits required by City are not
represented as being sufficient to protect Design Professional. Design Professional is advised
to confer with Design Professional's insurance broker to determ ine adequate coverage for
Design Professional.
11. INDEPENDENT CONTRACTOR:
City and Design Professional intend that the relationship between them created by th is
Agreement is that of owner-independent contractor. The manner and means of prov iding the
Services are under the control of Design Professional , except to the extent they are limited by
sta t ut e , 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 Design Professional's performance of the
Serv ices . 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 Design Professional , its employees or agents . Deductions will 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 payments due to Design Professional.
Payments for the above items, if required , are the responsib ility of Design Professional.
12. SUBCONSULTANTS:
Unless prior written consent from City is obtained , only those individuals and subconsultants
whose names are included in this Agreement, including the Exhibits hereto , may provide
Services under th is Agreement. Des ign Professional must require all of its subconsultants
providing Services under this Agreement to comply with the terms and conditions of this
Agreement. Any subconsultants employed by Design Professional must be required to furnish
proof of workers ' compensation insurance and must also be required to carry general ,
automobile and professional liability insurance in reasonable conformity to the insurance
requ ired for Design Professional.
13. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Design Professional assumes any and all responsibility for verifying the identity and
employment authorization of all of its employees perform ing the Services, pursuant to all
applicable IRCA or other federal , or state laws , rules or regulations . Design Professional will
indemnify and hold City harmless from and against any loss , damage , liability , costs or
expenses arising from any noncompliance with th is section by Design Professional.
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14. NON-DISCRIMINATION:
Consistent with City's policy that harassment and discrimination are unacceptable employer or
employee conduct , Design Professional agrees that harassment or discrimination directed
toward a job applicant, an employee , a City employee , or any other person , by Design
Professional or Design Professional's employees or subconsultants on the basis of race,
religious creed, color, national origin, ancestry , handicap, disability , marital status, pregnancy,
sex , age, sexual orientation, or any other protected classification will not be tolerated . Any
violation of this provision by Design Professional , its employees, subconsultants or agents
constitutes a material breach of this Agreement , and grounds for termination for cause .
15. PROHIBITION AGAINST TRANSFERS:
Design Professional will 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 City's consent will be null and void, and any
assignee, sublessee, hypothecate or transferee will acquire no right or interest by reason of any
attempted assignment , hypothecation or transfer. The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Design Professional , or of the
interest of any general partner or joint venturer or syndicate member or cotenant , if Design
Professional is a partnership or joint venture or syndicate or cotenancy, which results in
changing the control of Design Professional as a legal entity, will be construed as an
assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of
the business entity.
16. PERMITS AND LICENSES:
Design Professional, at its sole expense, must 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 the Services.
17. WORK PRODUCT:
A. Property Rights. Any interest (including copyright interests) of Design
Professional or its subconsultant(s) in any work product, document, report, draft, memoranda ,
map , record , plan, drawing, specification and other deliverable, in any medium (collectively,
"Work Product"), which has been prepared or created by Design Professional or its
subconsultant(s) pursuant to or in connection with this Agreement, will be the exclusive property
of City . No Work Product , information or other data given to or prepared, created, or assembled
by Design Professional or its subconsultant(s) pursuant to this Agreement may be made
available to any individual or organization by Design Professional or its subconsultant(s) without
prior written approval by City . All provisions of this section survive expiration or termination of
this Agreement.
8. Copyright. To the extent permitted by Title 17 of U.S . Code , all Work Product
prepared or created under this Agreement is deemed works for hire and all copyrights in such
Work Product will be the property of City . In the event that it is ever determined that any Work
Product prepared or created by Design Professional or any subconsultant under this Agreement
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are not works for hire under federal law, Design Professional hereby assigns to City all
copyrights to such Work Product when and as created . Subject to City 's prior written approval ,
Design Professional may retain and use cop ies of such Work Product for reference and as
documentation of its experience and capabilit ies and in its promotional materials. With respect
to Design Professional 's standard deta ils , Design Professional may retain the copyright , but
grants to City a perpetual non-exclusive license to use such details in connection w ith the
Services.
C. Patents and Licenses. Design Professional must pay any and all royalties or
license fees required for authorized use of any third party intellectual property, includ i ng , but not
limited to , patented , trademarked , or copyrighted intellectual property that it selects for
incorporation into the Services or Work Product provided under this Agreement.
D. Re-Use of Work Product. Without limiting any other City right to any of the
Work Product prepared or created by Design Professional or its subconsultants , and subject to
the limitations of law, all Work Product prepared under this Agreement may be used or modified
by the City or its authorized agents in execution or implementation of:
1. The Services for which Design Professional was hired;
2 . Completion of the Serv ices by others ;
3. Subsequent additions to the Services ; and/or
4. Ot her C ity projects .
E . Deliverables and Format. Electronic and hard copies of Design Professional's
Work Product will constitute the Project deliverables . Plans must be in CAD and PDF formats ,
and unless otherwise specified , other documents must be in Microsoft Office applications and
PDF formats. All written Work Product required to be provided by this Agreement (other than
large-scale architectural plans and similar items) must be printed on recycled paper and copied
on both sides of the paper except for one original, which must be single-sided.
18. RECORDS:
Design Professional must maintain complete and accurate records with respect to sales , costs ,
expenses , receipts and other such information required by the City that relate to the
performance of Services under this Agreement. Design Profess ional must maintain adequate
records of Services provided in sufficient detail to permit an evaluation of the Services . All such
records must be maintained in accordance with generally accepted accounting principles and
must be clearly identified and readily accessible. Design Professional must provide free access
to such books and records to the City or its agents at all times during Design Professional 's
normal business hours. Design Professional must give the City or its agents the right to examine
and audit those items , and to make transcripts or copies as necessary , and to inspect all work,
data , documents , proceedings and activit ies related to this Agreement. Such records, together
with supporting documents , must be kept separate from other documents and records which are
unrelated to this Agreement and must be maintained for a period of three years after receipt of
final payment from the City .
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
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other breach of contract or failure to act in good faith , then Design Professional must reimburse
City for all reasonable costs and expenses associated with the supplemental examination or
audit. The requirements of this section survive expiration or termination of this Agreement.
19. NOTICES:
All notices, demands , requests or approvals to be given under this Agreement must be given in
writing and will 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 ; or
upon confirmation of delivery by a reputable overnight delivery service .
A. To City. All notices, demands , requests , or approvals from Design Professional
to City must be addressed to City at:
City of Cupertino
10300 Torre Ave .
Cupertino CA 95014
Attention: Julie Chiu
B. To Design Professional. All notices , demands , requests , or approvals from City
to Design Professional must be addressed to Design Professional at:
Stantec Consulting Inc .
1340 Treat Boulevard, Suite 300
Walnut Creek , CA 94597
Attention : Joy Bhattacharya
20. TERMINATION:
A. Termination for Convenience. City may , at any time , acting in its sole
discretion and without cause , terminate this Agreement for convenience by giving written notice
to Design Professional at least seven days before the effective date of the termination . If the
Agreement is terminated pursuant to this paragraph, the City will compensate Design
Professional for all Services satisfactorily performed prior to the effective date and time of the
termination , in accordance with this Agreement.
B. Termination for Cause. If Design Professional fails or refuses to perform any of
its duties under this Agreement at the time and in the manner required , Design Professional will
be deemed in default of th is Agreement. If the default is not cured or diligently attempted to be
cured by Design Professional within the t ime specified in the City 's written notice of default , or if
the Design Professional has otherwise materially breached the Agreement, the City may
terminate the Agreement for cause by giving written notice to Design Professional at least seven
days before the effective date of the termination , unless otherwise specified in the written notice
of default.
C . Duties upon Termination . If the Agreement is terminated , whether fo r
convenience or cause , within seven days of the effective date of the termination , Design
Professional must promptly deliver to City copies of all Work Product, deliverables , or
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documents prepared by Design Professional under this Agreement, including both print and
electronic vers ions. Full compliance with this requirement is a condition precedent to final
payment following termination . This paragraph survives termination of the Agreement.
21. LEGAL REQUIREMENTS:
Design Professional must comply with all applicable local , state or federal laws, rules and
regulations , and all ordinances , rules and regulations enacted or issued by City . In addition , if
any of the Services provided under this Agreement are subject to prevailing wage requirements
under Labor Code Section 1720 et seq., the following provisions apply to those Services:
A. Prevailing Wages. To the extent applicable , Design Professional must comply
with the City's Labor Compliance Program and all other requirements set forth in Labor Code
section 1 770 et seq .
B. Working Day. To the extent applicable , Design Professional must comply with
California Labo r Code Section 1810, et seq . which provides that work performed by employees
of contracto rs in excess of 8 hours per day , and 40 hou rs during any one week, must be
co m pe nsated as overtime , at not less t han 1 ½ tim es t he basic rate of pay.
C. Payroll Records . To the extent applicable , Design Professional must comply
with California Labor Code Section 1776 which requires certified payroll records be maintained
wi t h the name , address , social security number, work class ification , strai gh t time and overtime
hours worked each day and week, and the actual pe r diem wages paid to each journeyma n,
app re nt ice , wo rke r , o r ot he r employee employed by him or her in connection with th is
A greeme nt. The payroll reco rds must be made available fo r inspectio n as prov ided in
California Labor Code Section 1776.
D. Apprentices. To the extent applicable , Design Professional must comply with
California Labor Code Section 1777.5 regarding apprentices.
22. DISPUTE RESOLUTION:
This Agreement will 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 must be filed
with the Superior Court for the County of Santa Clara , State of California , and no other place . If
the parties engage in arbitration to resolve a dispute relating to this Agreement , the arbitrator's
award must be supported by law and substantial evidence, and must include detailed written
findings of law and fact. This section survives expiration or termination of the Agreement.
23 . ATTORNEY FEES:
If the City initiates a legal action , including a complaint or cross-complaint , arising out of, relating
to or seeking the interpretation or enforcement of the terms of this Agreement, the prevailing
party will be entitled to reasonable attorney fees and costs , including the attorney fees and costs
for any arbitration , appeal , or enforcement of judgment. This attorney fee provision does not
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Stantec
For AC2 Cut Through and Parking intrusion Monitori ng an d Mitigat ion Program
Page 11 of 14
[Agrmt-Des Prof-Single Proiect-FINAL-2016 09)
apply to legal actions initiated by the Design Professional. Th is section survives expiration or
termination of the Agreement.
24. ADVERTISEMENT:
Design Professional may not post , exh ibit, display or allow to be posted, exhibited , displayed
any signs, advertising , posters or cards of any kind on City property performed under this
Agreement without prior written approval from the City .
25. WAIVER:
A waiver by City of any breach of any term , covenant , or condition contained herein w ill not be
deemed to be a waiver of any subsequent breach of the same or any other term , covenant , or
cond ition contained herein , whether of the same or a different character.
26. THIRD PARTY BENEFICIARIES:
There are no intended third party beneficiaries of this Agreement.
27. RECITALS:
The parties agree that the above recitals , which are made part of this Agreement , are true and
correct.
28. INTEGRATED AND AMENDMENT:
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 natu re are merged herein . No verba l agreement or implied covenant will be
held to vary the provisions hereof. Any modification of this Agreement will be effective only by
written instrument signed by authorized representatives for both City and Design Professional. If
any provis ion of this Agreement is determined to be illegal , invalid , or unenforceable by a court
of competent jurisdiction , all remaining provisions will remain in full force and effect.
29. CONFLICT OF INTEREST:
Design Professiona l warrants that it is not a conflict of interest for Design Professional to
perform the Services required by this Agreement. Design Professional may be required to fill
out a conflict of interest form if the Services provided under this Agreement require Design
Professional 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 .
30. GIFTS:
Design Professional is familiar with City 's prohibition against the acceptance of any gift by a City
officer or designated employee , as set forth in City Adm inistrative Procedures. Des ign
Professional agrees not to offer any City officer or designated employee any gift prohibited by
the Administrative Procedures . Offering or giving a prohibited gift constitutes a material breach
of this Agreement by Design Professional. In addition to any other remedies City may have in
City of Cupertino
Stantec
For AC2 Cut Thro ugh and Parking intrusion Monitoring an d Mitigation Program
Page 12 of 14
[Agrmt-Des Prof-Single Proiect-FINAL -2016 09]
law or equity, City may term inate this Agreement for cause as provided in Section 20 of this
Agreement.
31. INSERTED PROVISIONS:
Each prov ision and clause required by law to be inserted into the Agreement is deemed to be
enacted herein, and the Agreement will 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 w ill be amended to make such insertion on application by e ither party .
32. EXECUTION :
The person executing this Agreement on behalf of the Design Professional represents and
warrants that the Design Professional has full right , power, and authority to enter into and carry
out all actions contemplated by this Agreement and that he or she is authorized to execute th is
Agreement, which constitutes a legally binding obligation of Design Professional. This
Agreement may be executed in counterparts , each one of which is deemed an original and all of
wh ich, taken together, constitute a single bind ing instrument.
33. HEADINGS:
The headings in th is Agreement are fo r convenience only , are not a part of t he A g reement and
in no way affect, limit or amplify the terms o r provisions of t his Agreement.
City of Cupertino
Stantec
[Signatures on following page .}
For AC2 Cu t Through and Parking intru sion Monitoring and Mitigation Program
Page 13 of 14
[Agrmt-Des Prof-Single ProJect-FINAL-2016 09]
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed .
DESIGN PROFESSIONAL
Stantec Consulting Services Inc.
By ~
Nam &~~)tt-
Title fk!Nctf'ftJ--
Date !/(Io/;?=
Tax I.D. No .: ll-P l iP1 (70
CITY OF CUPERTINO
A Municipal Corporation
By~
Timmorden,Oirecto of Public Works
Date 7/2tf 7
APPROVED AS TO FORM :
Address: 1,~ 0 \r-e.~.+ Blvt:f .1 ~(. 100
Wa(., w? tree,~ tA q~7 _µ,.,j
tj1 -R-a-nd_o_l-ph-S~te_v_e-ns_o_n_H_o_m_, C-ity Attorney
ATTEST:
___ Gvu,_____._.___.....~-g ~~-----Y~-2&~,
Grace Schmidt , City Clerk
Contract Amount: e2:9I , r=rf. tJ0
Account No. : /t>t'J , l:f · [<£<{-'·lS?)-(j l(
City of Cupertino Page 14 of 14
Stantec Consu lting Services Inc.
F or AC2 Cut Through and Parking intrusion Monitoring and Mitigation Program
[Agrmt-Des Prof-Single ProJect-FINAL-2016 09]
Exhibit A -Scope of Services
4 SCOPE OF WORK
4.1 Determine Baseline Conditions
Stantec will prepare a data collection plan for the project and share it with the City's Project Manager.
Stantec prepared a preliminary data collection plan for th e project and has identified a few areas of
concern that is highlighted in this proposal. Stantec will work with the City's Project Manager to explain the
data collection concerns and discuss the solutions for these locations .
Stantec proposes the following count methods for the project.
• Parking -Manual Parking Occupancy Counts (Two weekdays between 6 am and 6 pm)
• Speed and Volume -72-hour Speed and Volume Tube Counts
The counting process and the method is explained in the following sections.
For Manual Park ing Occupancy Count
The Stantec team will use experienced field technicians to conduct all occupancy counts for this project.
Parking Occupancy will be collected twice for all the project areas as a quality management tool to
ensure that accuracy is maintained. Additional spot checks will be completed in the field as
supplementary verification to make certain that the occupancy data has been collected per project
specifications. Parking inventory will not be conducted as part of this project.
The same surveyors will perform the occupancy counts (two days) for th e same section of the study area.
This ensures that the occupancy data is consistent.
Stantec's data collection task lead will meet with the surveyors throughout the occupancy data collection
process to verify adherence to project specifications, to confirm proper block face identification, to
confirm route efficiency and to provide additional clarification as necessary. Stantec's task leader will also
spot check occupancy counts at random segments and times throughout the study as an additional
quality assurance measure.
Occupancy will be collected per project specifications as will be laid out in the data collection plan. The
data collection plan will indicate the types of data that will be collected, including zone separation, space
type identifi cation, block-face separation as well as any other detail.
The Staniec team will provide weekly data collection schedules as well as weekly updates via phone or
email to the Ci ty 's Project Manager.
All data will be compiled, transcribed, prepared for delivery and checked for quality by both NDS and
Staniec staff in various stages. Transcription will be randomly spot checked for accuracy. The data will be
analyzed in different ways to include hourly occupancy volume trend checks, occupancy distribution
trend checks and duration trend checks. Historical data will also be used to assess the trend differences
and to identify any areas of potential concern. Any concern identified throughout this analysis will result in
no cost fie ld visits to recollect data for comparison purposes. Once the data set has been validated, the
data will be prepared for final delivery.
The Stantec team will deliver the data in Excel and will be formatted to match the City's needs .
72-Hour Speed and Volume Counts
Staniec has reviewed the locations that were provided by the City . Based on the initial review of the data
collection locations, Stantec has identified a few lo cations where volume and speed data collection
cannot be don e accurately us ing the tube count method for the following two reasons:
Stantec I Request for Proposal -Cul.Through Traffic and Parkinf Intrusion Monitoring and Miligotion Program for City of Cupertino
4
• Private driveways or parking lot -Tube counts are not accurate since the speed on these are
typi cally very low, which impacts the quality of the data. Moreover, if it is a private driveway,
Stantec would require permission from the private owners to collect data. Figure 1 shows the two
locations that seem to be private driveways.
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Figure 1: Locations that seems to be private driveways
• Short segments -Tube counts on short roadway segments do not result in accurate counts. Figure 2
shows the short segments that may impact the count quality for speed and volume.
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Figure 2: Short segment Locations
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Stantec w ill discuss data collection recommendations for these locations. During the kickoff meeting
alternative locations will be selected for the speed and volume counts. The total number of data collection
location will remain the same as identified in the RFP.
Stantec will conduct a site check to identity the optimum machine location for each of the data collection
location . The machine location would be decided based on traffic flow and geometry of the street. During
Staniec I Request for Proposal -Cut-Through Traffic and Parkinf :ntrusion Morilonng and Mitigation Program for City of Cuoed:no
5
the site checks , if additional locations are discovered to potentialy impact the data quality, Staniec wi ll
identify those locations. Staniec will prepare a draft memo that would pinpoint these locations of concern
with possible solutions and bring it to the kickoff meeting for discussion . Based on input from City staff,
Staniec will then finalize the method used for each location.
Data collectors will meet with our task leader one day in advance of
the counts to review requirements, machine locations, and safety
issues.
NDS will utilize only experienced staff and state-of-the-art equipment
for data collection . All rubber hoses that will be used will be checked
and damaged tube will be replaced. NDS will use low profile rubber
hoses to reduce the risk of injury to pedestrians and bicyclists . NDS will
set up computerized counters on the day prior to the day of the .count and will pick up the morning after
the count to ensure a full 72-hour count (midnight to midnight). Tubes will be placed in locations to
minimize double counting from turning vehicles and that will minimize the occurrence of vehicles queuing
on top of the tubes. All counts will be conducted per the City's protocol, which is to count only on Tuesday ,
Wednesday, and Thursday.
Al l counts will be broken down by 15 minute increments with hourly and daily totals.
Safety
Staniec believes in Safety first polic y. Stanie c will ensure that NDS and Staniec staff are all safe while
conducting the counts for the project. This wou ld be done through the following safety measures :
• Bright reflective vests are worn.
• Vehicles are equipped with orange warning light .
• Tubes are pre-measured to e nsur e safe and speedy setup .
• Lo-Profile Tubing -The smaller 3/8 inch OD low profile hose has several significant RISK MITIGATION/
SAFETY advantages over the larger 9 / 16 inch OD hose:
o Smaller hos e is much less likely to result in a bicyclist fall especially on wet hoses .
o Smaller hose is easier to ke ep out of a pedestrian's way reducing accident potential.
o Smaller hose is muc h quieter result ing in fewer neighborhood hose noise compla ints.
4.2 Establish thresholds for parking intrusion , vehicle speeds and traffic volumes
Staniec w ill review existing parking intrusion threshold, vehicle speed threshold, and traffic volume threshold
established by the Cities of Cupertino, Sunnyvale , and Santa Clara . Staniec will use data from other cities
to prepare a comparison matrix for the City 's Project Manager to review.
Staniec is currently developing the thresholds for the City of San Carlos as part of their NTMP proc ess which
will give us a jump start in establishing the thresholds for the Cities. We will discuss with City staff the different
thresholds to be established based on the roadway types -arterials , collectors, and residential. For each
roadway type, thresholds will be established for parking intrusion , vehicle speed increase , and traffic
volume increase, which would be considered significant and where mitigation measures should be
implemented. The threshold established for each City could be slightly different. However, these thresholds
would be identified with constant d iscussion with the City of Cupertino and neighboring City staff .
4.3 Establish annual monitoring schedule
Staniec will prepare an annual monitoring schedule that would be followed for annual traffic monitoring for
subsequent years. Staniec will closely monitor the data collection process and the time schedule needed
for collecting the baseline sc enario. The overall schedule would be developed based on the data
collection experience to prepare a realistic schedule.
Staniec l Request for Proposal -Cul-Through Traffic and Pork1nf Intrusion Monitoring and Mitigation Program for City of Cupertino
6
The critical elements of data collection are to clearly identify when traffic data cannot be collected, which
wou ld include schoo l breaks , rainy conditions, week before and after a long holiday, roadway construction
in the vicinity, etc. Stantec's report would clearly identify when data collection for subsequent annual
monitoring should be avoided, such that the collected data can be consistently compared with the
baseline data.
Staniec will review existing parking intrusion threshold, vehicle speed threshold , and traffic volume threshold
established by the Cities of Cupertino, Sunnyvale, and Santa Clara. Staniec will use data from other cities
to prepare a comparison matrix for the City's Project Manager to review.
4.4 Develop reporting protocol
The purpose of developing a reporting protocol is to guide the City's involvement in the implementation of
monitoring and mitigation process. Developing a protocol will allow for a fair handling for every community
near the project site .
Staniec will prepare a draft report presenting the existing (baseline) conditions for the entire study area.
Indicate the process for establishing the thresholds for parking , speed, and volume and clearly document
the threshold , identify the schedule for future years , and document the reporting protocol for the entire
process .
4.5 Report
Staniec will prepare a draft monitoring report, w hich would include the baseline data , threshold for
parking and traffic intrusion, and the reporting protocol. City will review the draft report and provide
comments , which would be incorporated into the final version of the monitoring report.
Staniec I Request for Proposal -Cut-Through Traffic and Pork.inf Intrusion Monitoring and Mitigation Program for City of Cupertino
7
Exhibit B -Schedule of Performance
5 PROJECT SCHEDULE
Establishing a schedule that meets the project objectives is relatively easy. Maintaining this schedule during
changing project priorities, unforeseen conditions, public consensus building, etc ., is a challenge. Assuming
the project starts in April, we would complete our preliminary set up including parking inventory, machine
placement locations, etc ., during the School District 's Spring Recess period, which end on April 14. We will
also complete the kickoff meeting, such that we are ready to start collecting data as soon as the schools
get back in session . We will complete data collection in 3 weeks , including validation and quality check of
all data that has been collected. By May l 2, we will compl ete all data collection work. Th is will still give a
buffer time before the school closes for summer .
Stantec will prepare the draft report by May 31.
Stantec will prepare and bring in a detailed schedule at the kickoff meeting. It will be adjusted based on
the discussions at the kickoff meeting to prepare a final schedule , and will be consistent with the detailed
data collection p lan .
Staniec I Request for Proposal -Cul-Through Traffic and Porkinf Intrusion Monitoring and Mitigation Program for City of Cupertino
8
Exhibit C -Compensation
6 PRICE PROPOSAL
The following is our cost est imate -note final budget cou ld be adjusted depending on the method of data co ll ec ti on selec t ed for few stud y lo ca tion s.
Final budget would be pre p are d after the kick -off meeting.
Cost Proposal
Stantec
Cut-Through and Pa rking Intrusion Monitoring and Mitigation
C ity of Cupertino
~
"' ii
# I Tasks I "'
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I 242
Determine Baseline Conditions
1.1 Manual Parking Inventory and Occupancy 2
1.2 7 2 -Hour Speed and Volument Counts 2
2 Establish Thresholds 4
3 Establish Monitoring Schedule 2
4 Create Reporting Protocol
4.1 Establish Protocol 4
4.1 Draft Repo rt 2
4 .2 Final Report l
Total Hours By Te am Member 17
Total Co st By Team Member s 4 ,114.00
Other Direct Co sts (ODC)
Total
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154
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8
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4
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s 5,236 .00
N D S
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144 11 7 7 g 7 0 40
8 8 40 120
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28 8 10 So 200
s 4 ,032.00 s 936.00 s 7 90.00 s 5,600.00 s 8 ,000.00
Staniec I Request for Proposal -Cut-Through Traffic and Parkin! Intrusion Moniloring and Miligallon Program for City of Cupertino
9
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186 s 11,100.00
14 0 s 9 ,026.00
16 s 2 ,736.00
10 s 1,528.00
7 s 1,393 .00
12 s 1,950.00
6 s 9 7 5 .00
377
$28,708.00
$ 5 7 0 .00
$29,278.00