Attachment 2.AGR 21.109 - API Design First AmendmentPage 1 of 2
First Amendment toAgreement for Consultant Services – AP+I Design, Inc.
FIRST AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES
This FIRST AMENDMENT TO AGREEMENT FOR CONSULTANT SERVICES is dated for
identification this 15th day of June 2021, and amends that certain Agreement for Consultant
Services dated March 15, 2021 , made by and between the Town of Los Gatos, ("Town,") and
AP+I Design, Inc. (“Consultant”).
RECITALS
A. Town and Consultant entered into an Agreement for Consultant Services on March 15,
2021, (“Agreement”), a copy of which is attached hereto and incorporated by reference
as Attachment 1 to this Amendment.
B. Town desires to amend the agreement to increase the scope of work and provide
additional compensation.
AMENDMENT
2.1 Scope of Services is amended to provide five (5) additional parklets as described in Exhibit B.
2.6 Compensation is amended to include an additional $42,192, for a total agreement amount
not to exceed $91,192
All other terms and conditions of the Agreement remain in full force and effect.
DocuSign Envelope ID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
ATTACHMENT 2
Page 2 of 2
First Amendment toAgreement for Consultant Services – AP+I Design, Inc.
IN WITNESS WHEREOF, the Town and Consultant have executed this Amendment.
Town of Los Gatos AP+I Design, Inc., by:
By: _______________________________ ______________________________
Laurel Prevetti, Town Manager Name
Department Approval: Title
Matt Morley
Director of Parks and Public Works
Approved as to Form: Attest:
sGatos, California
Robert Schultz, Town Attorney Shelley Neis, MMC, CPMC, Town Clerk
DocuSign Envelope ID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
7/1/2021
Carol L. Sandman
President
7/1/2021
7/7/2021
7/7/2021
7/8/2021
06.07.21
Job No. 21026
Mr. Matt Morley
The Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95030
Attention: Matt Morley
Subject: Los Gatos Parklets – Request for Additional Fee No. 1
Dear Mr. Morley:
We are submitting this request for additional fee based on the following out of scope services.
The town of Los Gatos has determined that there is likely to be additional parklets beyond the original ten planned for in
the proposal. In order to keep cost to the business owner down, the town has opted to prepay for a portion of the use fee
for parklets. This request for additional fee allows for the prepayment of additional parklets in either five or ten parklet
increments.
See below for both options which may be taken individually or in combination.
Business owners will still contract directly with AP+I for the remainder of the use fee and to produce site specific drawings.
See business owner fee included for reference only.
COMPENSATION 5 ADDITIONAL PARKLETS:
Architectural Fees (Partial Use Fee up to 5 parklets)$5,912
Structural Fees (Partial Use Fee up to 5 parklets)$4,636
Sub Total $10,548
Reimbursable Expenses (Incl. above)$0
Total $10,548
Contract Summary
Original Contract $46,197
RAF #1 - 5 Additional Parklets $10,548
Total $56,745
EXHIBIT B
DocuSign Envelope ID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
Los Gatos + 06.07.21 Page + 2
COMPENSATION 10 ADDITIONAL PARKLETS:
Architectural Fees (Partial Use Fee up to 10 parklets)$11,823
Structural Fees (Partial Use Fee up to 10 parklets)$9,273
Sub Total $21,096
Reimbursable Expenses (Incl. above)$0
Total $21,096
Contract Summary
Original Contract $46,197
RAF #1 - 10 Additional Parklets $21,096
Total $67,293
COMPENSATION BUSINESS OWNER FEE (FOR REFERENCE ONLY):
Contract Documents 1,519$
Construction Administration (hourly not-to-exceed)540$
Sub Total 2,059$
Structural Engineering 1,800$
Errors and Omissions Insurance 41$
Total 3,900$
Reimbursable Expenses (Estimate)850$
Please call me to discuss at your earliest convenience. Thank you.
Very truly yours,
Allison Young, AIA
Associate Principal
Signature Date
DocuSign Envelope ID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
AP+I Design, Inc. – Town Parklet Program Design
Page 1 of 7
AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT is made and entered into on March 15, 2021 by and between TOWN OF LOS
GATOS, a California municipal corporation, (“Town”) and AP+I Design, Inc., (“Consultant”), whose
address is 117 Easy Street, Mountain View, CA 94043. This Agreement is made with reference to
the following facts.
I. RECITALS
1.1 The Town desires to engage Consultant to provide professional architectural design
services for the Town of Los Gatos Parklet Program.
1.2 The Consultant represents and affirms that it is willing to perform the desired work
pursuant to this Agreement.
1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience,
and resources necessary to timely perform the services described in this Agreement.
Consultant acknowledges Town has relied upon these warranties to retain Consultant.
II. AGREEMENTS
2.1 Scope of Services. Consultant shall provide services as described in that certain Proposal
sent to the Town on March 2, 2021, which is hereby incorporated by reference and
attached as Exhibit A.
2.2 Term and Time of Performance. This contract will remain in effect from March 25, 2021
through Dec 31, 2022. Consultant shall perform the services described in Exhibit A.
2.3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes,
ordinances, and regulations of governing federal, state and local laws. Consultant
represents and warrants to Town that it has all licenses, permits, qualifications and
approvals of whatsoever nature which are legally required for Consultant to practice its
profession. Consultant shall maintain a Town of Los Gatos business license pursuant to
Chapter 14 of the Code of the Town of Los Gatos.
2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
2.5 Information/Report Handling. All documents furnished to Consultant by the Town and all
reports and supportive data prepared by the Consultant under this Agreement are the
Town’s property and shall be delivered to the Town upon the completion of Consultant's
services or at the Town's written request. All reports, information, data, and exhibits
prepared or assembled by Consultant in connection with the performance of its services
pursuant to this Agreement are confidential until released by the Town to the public, and
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
AP+I Design, Inc. – Town Parklet Program Design
Page 2 of 7
the Consultant shall not make any of the these documents or information available to any
individual or organization not employed by the Consultant or the Town without the
written consent of the Town before such release. The Town acknowledges that the
reports to be prepared by the Consultant pursuant to this Agreement are for the purpose
of evaluating a defined project, and Town's use of the information contained in the reports
prepared by the Consultant in connection with other projects shall be solely at Town's risk,
unless Consultant expressly consents to such use in writing. Town further agrees that it
will not appropriate any methodology or technique of Consultant which is and has been
confirmed in writing by Consultant to be a trade secret of Consultant.
2.6 Compensation. Compensation for Consultant's professional services shall not exceed
49,000, inclusive of all costs. Payment shall be based upon Town approval of each task.
2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the
service and shall be accompanied by a detailed explanation of the work performed by
whom at what rate and on what date. Also, plans, specifications, documents or other
pertinent materials shall be submitted for Town review, even if only in partial or draft
form.
Payment shall be net thirty (30) days. All invoices and statements to the Town shall be
addressed as follows:
Invoices:
Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95031-0655
2.8 Availability of Records. Consultant shall maintain the records supporting this billing for not
less than three years following completion of the work under this Agreement. Consultant
shall make these records available to authorized personnel of the Town at the Consultant's
offices during business hours upon written request of the Town.
2.9 Assignability and Subcontracting. The services to be performed under this Agreement are
unique and personal to the Consultant. No portion of these services shall be assigne d or
subcontracted without the written consent of the Town.
2.10 Independent Contractor. It is understood that the Consultant, in the performance of the
work and services agreed to be performed, shall act as and be an independent contractor
and not an agent or employee of the Town. As an independent contractor he/she shall not
obtain any rights to retirement benefits or other benefits which accrue to Town
employee(s). With prior written consent, the Consultant may perform some obligations
under this Agreement by subcontracting, but may not delegate ultimate responsibility for
performance or assign or transfer interests under this Agreement. Consultant agrees to
testify in any litigation brought regarding the subject of the work to be performed under
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
AP+I Design, Inc. – Town Parklet Program Design
Page 3 of 7
this Agreement. Consultant shall be compensated for its costs and expenses in preparing
for, traveling to, and testifying in such matters at its then current hourly rates of
compensation, unless such litigation is brought by Consultant or is based on allegations of
Consultant's negligent performance or wrongdoing.
2.11 Conflict of Interest. Consultant understands that its professional responsibilities are solely
to the Town. The Consultant has and shall not obtain any holding or interest within the
Town of Los Gatos. Consultant has no business holdings or agreements with any individual
member of the Staff or management of the Town or its representatives nor shall it enter
into any such holdings or agreements. In addition, Consultant warrants that it does not
presently and shall not acquire any direct or indirect interest adverse to those of the Town
in the subject of this Agreement, and it shall immediately disassociate itself from such an
interest, should it discover it has done so and shall, at the Town's sole discretion, divest
itself of such interest. Consultant shall not knowingly and shall take reasonable steps to
ensure that it does not employ a person having such an interest in this performance of this
Agreement. If after employment of a person, Consultant discovers it has employed a
person with a direct or indirect interest that would conflict with its performance of this
Agreement, Consultant shall promptly notify Town of this employment relationship, and
shall, at the Town's sole discretion, sever any such employment relationship.
2.12 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity
employer and shall comply with applicable regulations governing equal employment
opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate
against persons employed or seeking employment with them on the basis of age, sex,
color, race, marital status, sexual orientation, ancestry, physical or mental disability,
national origin, religion, or medical condition, unless based upon a bona fide occupational
qualification pursuant to the California Fair Employment & Housing Act.
III. INSURANCE AND INDEMNIFICATION
3.1 Minimum Scope of Insurance:
i. Consultant agrees to have and maintain, for the duration of the contract,
General Liability insurance policies insuring him/her and his/her firm to an
amount not less than: one million dollars ($1,000,000) combined single
limit per occurrence for bodily injury, personal injury and property damage.
ii. Consultant agrees to have and maintain for the duration of the contract, an
Automobile Liability insurance policy ensuring him/her and his/her staff to
an amount not less than one million dollars ($1,000,000) combined single
limit per accident for bodily injury and property damage.
iii. Consultant shall provide to the Town all certificates of insurance, with
original endorsements effecting coverage. Consultant agrees that all
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
AP+I Design, Inc. – Town Parklet Program Design
Page 4 of 7
certificates and endorsements are to be received and approved by the
Town before work commences.
iv. Consultant agrees to have and maintain, for the duration of the contract,
professional liability insurance in amounts not less than $1,000,000 which is
sufficient to insure Consultant for professional errors or omissions in the
performance of the particular scope of work under this agreement.
General Liability:
i. The Town, its officers, officials, employees and volunteers are to be covered
as insured as respects: liability arising out of activities performed by or on
behalf of the Consultant; products and completed operations of Consultant,
premises owned or used by the Consultant. This requirement does not
apply to the professional liability insurance required for professional errors
and omissions.
ii. The Consultant's insurance coverage shall be primary insurance as respects
the Town, its officers, officials, employees and volunteers. Any insurance or
self-insurances maintained by the Town, its officers, officials, employees or
volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
iii. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Town, its officers, officials, employees or
volunteers.
iv. The Consultant's insurance shall apply separately to each insured against
whom a claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that
coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except
after thirty (30) days' prior written notice by certified mail, return receipt requested, has
been given to the Town. Current certification of such insurance shall be kept on file at all
times during the term of this agreement with the Town Clerk.
3.3 Workers’ Compensation. In addition to these policies, Consultant shall have and maintain
Workers' Compensation insurance as required by California law and shall provide evidence
of such policy to the Town before beginning services under this Agreement. Further,
Consultant shall ensure that all subcontractors employed by Consultant provide the
required Workers' Compensation insurance for their respective employees.
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
AP+I Design, Inc. – Town Parklet Program Design
Page 5 of 7
3.4 Indemnification. The Consultant shall save, keep, hold harmless and indemnify and defend
the Town its officers, agent, employees and volunteers from all damages, liabilities,
penalties, costs, or expenses in law or equity that may at any time arise or be set up
because of damages to property or personal injury received by reason of, or in the course
of performing work which may be occasioned by a willful or negligent act or omissions of
the Consultant, or any of the Consultant's officers, employees, or agents or any
subconsultant.
IV. GENERAL TERMS
4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder
shall operate as a waiver of any other right or remedy that party may have hereunder, nor
does waiver of a breach or default under this Agreement constitute a continuing waiver of
a subsequent breach of the same or any other provision of this Agreement.
4.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and
construed to the laws of the State of California. Venue for any action regarding this
Agreement shall be in the Superior Court of the County of Santa Clara.
4.3 Termination of Agreement. The Town and the Consultant shall have the right to terminate
this agreement with or without cause by giving not less than fifteen days (15) written
notice of termination. In the event of termination, the Consultant shall deliver to the
Town all plans, files, documents, reports, performed to date by the Consultant. In the
event of such termination, Town shall pay Consultant an amount that bears the same ratio
to the maximum contract price as the work delivered to the Town bears to completed
services contemplated under this Agreement, unless such termination is made for cause,
in which event, compensation, if any, shall be adjusted in light of the particular facts and
circumstances involved in such termination.
4.4 Amendment. No modification, waiver, mutual termination, or amendment of this
Agreement is effective unless made in writing and signed by the Town and the Consultant.
4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, including costs of appeal.
4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
Town of Los Gatos
Attn: Town Clerk
110 E. Main Street
Los Gatos, CA 95030
AP+I Design, Inc.
117 Easy Street
Mountain View, CA 94043
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
AP+I Design, Inc. – Town Parklet Program Design
Page 6 of 7
or personally delivered to Consultant to such address or such other address as Consultant
designates in writing to Town.
4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the
terms and conditions of this Agreement in respect of the Products or Services and any
attachments to this Agreement, then the terms and conditions of this Agreement shall
prevail over attachments or other writings.
4.8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and
exclusive statement of the Agreement between the Town and Consultant. No terms,
conditions, understandings or agreements purporting to modify or vary this Agreement,
unless hereafter made in writing and signed by the party to be bound, shall be binding on
either party.
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
AP+I Design, Inc. – Town Parklet Program Design
Page 7 of 7
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement.
Town of Los Gatos by:
Laurel Prevetti, Town Manager
Recommended by:
Matt Morley, Director of Parks and Public
Works
Consultant, by:
Printed Name and Title
Approved as to Form:
Robert Schultz, Town Attorney
Attest:
Shelley Neis, MMC, CPMC, Town Clerk
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8
3/16/2021
Carol Sandman - President3/24/2021
3/24/2021
3/25/2021
3/25/2021
DocuSign Envelope ID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
03.02.2021
Proposal No. 21026
Mr. Matt Morley
The Town of Los Gatos
110 E. Main Street
Los Gatos, CA 95030
Dear Mr. Morley:
AP+I Design is pleased to present the following proposal for professional architectural design services for The Town of
Los Gatos Parklet Program. We have prepared the following proposal based on our understanding of the work to be done
described during our meeting on February 4th, 2021. We are very excited about your project and hope to work in
partnership with you in the development of pre-approved parklets for the Town of Los Gatos.
PROJECT DESCRIPTION:
The project consists of developing standardized designs and pre-approved drawing packages for outdoor parklets based
on previously approved design documents. These standardize designs will include limited modification options for
individual sites including color variation and railing type. The Town of Los Gatos will make these pre-approved model
plans available for limited use by business owners. AP+I will provide limited license to the Town of Los Gatos such that
each individual parklet to be built from the plans will incur a use and modification fee. For each built parklet the business
owner or the Town will contract with AP+I Design and RCL Engineers for the additional fee indicated in order to make
minor modifications to the plans.
Parklet construction is limited to (10) ten total parklets under this contract. Additionally for each parklet constructed
AP+I and RCL will be notified by the town or business owner and use fee paid.
Disabled accessibility (Title 24/ADA) issues will be addressed for the parklets only.
Civil engineering services are not included and each parklet builder will be responsible for suverying their site and/or
working with a contractor to finalize finish elevations.
Construction Administration is included on a limited basis as a hourly not-to-exceed fee.
SCOPE OF WORK – Model Plans:
Under this scope of work AP+I and RCL Structural Engineers will provide model parklet options to be reviewed and
approved by the Town and held on file for future use.
STANDARDS DEVELOPMENT
Field verify existing parklet construction with sample parklets in the field
Provide standardized parklet layouts for the following parklet types:
o 2 Parking Stalls Long – Flat Site (up to .9% grade)
o 3 Parking Stalls Long – Flat Site (up to .9% grade)
o 4 Parking Stalls Long – Flat Site (up to .9% grade)
o 2 Parking Stalls Long – Sloped Site (up to 4.9% grade)
EXHIBIT A
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
The Town of Los Gatos + 03.02.2021 Page + 2
STANDARDS DEVELOPMENT (CONT.)
Provide finish options to include the following:
o Planter color options
o Railing color options
o Railing style
Provide Contract Documentation for each layout option. Documentation will include the following for each drawing
package:
o Cover Sheet
o Parklet Plan
o Finish Plan & Elevations
o Structural Design
o Details
o Structural Calculations
Coordinate with Structural Engineer for development of standard structural drawings.
PLAN CHECK
Submitt drawing packages and finish options to the Town of Los Gatos Planning and Building Departments.
Respond to comments from the Town of Los Gatos and update drawings as required.
TOWN OF LOS GATOS RESPONSIBILITIES
Approve program information to allow project design to begin.
Provide timely input to allow project to remain on schedule.
Provide approval at end of each phase of the project.
SCOPE OF WORK – Use of Plans:
Under this scope of work individual business owners or the Town of Los Gatos will contract with AP+I and RCL Structural
Engineers to provide minor modifications to adapt the model plan to an individual site and for a contractor to build (1) such
modified parklet up to 10 parklets total. Note a portion of the fee for the scope below will be covered by the town of Los
Gatos.
CONTRACT DOCUMENTS
Field verify new parklet site and develop site plan.
Provide general modifications to Pre-Approved drawing package to include:
o Cover sheet with project specific information
o Site plan and finish selections
o Plan modifications as required by site features such as manholes
Present finish and railing options for selection by owner.
PLAN CHECK
Submitt contract docuemtns to the Town of Los Gatos Planning and Building Departments.
Respond to comments from the Town of Los Gatos in house plan check and redline drawings as required.
CONSTRUCTION ADMINISTRATION - Provided on an hourly not-to-exceed basis
Respond to requests for information from the contractor. Provide clarifications as required.
Make periodic site as required
BUSINESS OWNER RESPONSIBILITIES
Provide timely input to allow project to remain on schedule.
Coordinate non-architectural areas of work such as furniture, planting selection, etc.
Provide approval at end of each phase of the project.
OVERALL PROJECT ASSUMPTIONS
Planning and contract documentation is based on the 2019 California Building Code along with applicable local
ordinances.
After finalization of scope of work at the beginning of the project, additional work, which may be added, will be
considered a change in scope.
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
The Town of Los Gatos + 03.02.2021 Page + 3
OVERALL PROJECT ASSUMPTIONS (CONT.)
Formal cost estimating is not included.
No site utilities work is anticipated.
Structural engineering services outside of the pre-approved package are not included or anticipated at this time.
Should they be required, additional fees will be requested.
Civil engineering services are not included and each parklet builder will be responsible for suverying their site
and/or working with a contractor to finalize finish elevations.
Changes in the work requested by Town of Los Gatos or Business Owner after completion of an approved phase
would be considered an additional service.
The field survey of the existing site conditions is not exhaustive and will require certain assumptions to be made
regarding such conditions. Business Owner agrees to hold harmless and indemnify AP+I Design from unforeseen
conditions not apparent in field survey.
COMPENSATION – Model Plans:
Standards Development 13,185$
Plan Check 2,565$
Sub Total 15,750$
Structural Engineering 8,800$
Partial Use Fee Architectural (up to 10 parklets)11,823$
Partial Use Fee Structural (up to 10 parklets)9,273$
Errors and Omissions Insurance 551$
Total 46,197$
Reimbursable Expenses (Estimate)650$
COMPENSATION – Use of Plans:
Contract Documents 1,519$
Construction Administration (hourly not-to-exceed)540$
Sub Total 2,059$
Structural Engineering 1,800$
Errors and Omissions Insurance 41$
Total 3,900$
Reimbursable Expenses (Estimate)850$
pOur fee for the above-described scope of work is provided on a Lump Sum Basis, billed monthly based on the
percentage of work complete. Additional services, if required, can be billed on either a Lump Sum or Time and Materials
Basis according to the hourly rates listed below. Reimbursable expenses include costs incurred for transportation, long
distance phone calls, fax transmissions, postage, delivery charges, reproductions, computer plots, professional renderings
and models. Consultant and reimbursable expenses will be billed at cost x 1.1. Plan check fees will be paid for by AP+I
Design when we are required to submit a building permit application. These fees cannot be anticipated and will be
invoiced separately from any other compensation at cost x 1.1.
AP+I Design carries Professional Liability Errors and Omissions Insurance for this project, which is prorated per job at 2%
of the total professional fee and has been included in the above compensation. Coverage for claims relating to the
presence of hazardous materials is not available and is not included in our insurance.
This proposal shall remain open and valid for a period of 90 days from the date of this letter.
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
The Town of Los Gatos + 03.02.2021 Page + 4
TERMS AND CONDITIONS:
Use of Documents
Drawings and specifications as instruments of service are prepared for this project only. AP+I Design shall provide the
Town with a reproducible set of drawings and specifications for their records. They are not to be used by the Town or
business owners for other projects or extensions to this project, except by agreement in writing and with appropriate
compensation to AP+I Design, Inc. as detailed under this proposal.
Site Access + Photography Permission
AP+I Design shall have access to the project site at all reasonable hours and shall be permitted to photograph the project
during construction and upon completion for its records and future uses.
Termination of Agreement
This agreement may be terminated by either party upon 30 days advance written notice of the termination date. In such
event, the client shall pay AP+I Design compensation for professional services and reimbursable expenses to termination
date, plus all expenses directly attributable to termination for which AP+I Design is not otherwise compensated, in
accordance with this Agreement.
Successors and Assigns
The client and AP+I Design each bind itself, its successors and assigns to this Agreement. Neither the client nor AP+I
Design shall assign or transfer its interest in this Agreement without written consent of the other.
Limitations of Liability
The client agrees to limit AP+I Design’s liability to the client and to contractors and subcontractors on the project due to
AP+I Design’s negligent acts, errors or omissions, such that the total aggregate liability to AP+I Design and to all thus
named shall not exceed the amount paid to AP+I Design for project services.
Arbitration
Any disputes, claims and other matters in question arising out of enforcement or interpretation of any terms of the
agreement or performance thereof shall be settled by Arbitration in the County of Santa Clara, State of California.
Americans with Disabilities Act (ADA)
The ADA requires compliance on new projects and removal of existing architectural barriers where “readily achievable”.
The client acknowledges that the requirements of the ADA will be subject to various and possibly contradictory
interpretations. AP+I Design, therefore, will use its best professional efforts to interpret applicable ADA requirements and
other federal, state and local laws, codes and regulations as they apply to the project. AP+I Design, however, cannot and
does not warranty or guarantee that this project will fully comply with interpretations of ADA requirements by regulatory
bodies or court decisions.
ADDITIONAL SERVICES:
Changes in program, schedule, budget or original scope of services.
Redesign due to factors outside the control of the design team.
Major changes to the pre-approved design.
Bid printing.
Record documents.
3D Renderings.
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
The Town of Los Gatos + 03.02.2021 Page + 5
Your issuance of a purchase order number or signature below will authorize us to begin the project. We are prepared to
begin work as required to meet your schedule.
We appreciate the opportunity to provide you with this proposal. Please let me know if you have any questions or require
any clarifications. We look forward to the chance to work with you on this project.
Very truly yours,
Allison Young, AIA
Associate Principal
cc: Carol Sandman, AP+I Design
Authorization Signature and Title Date
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
HOURLY RATE SCHEDULE
JANUARY 1, 2021 through DECEMBER 31, 2021
TITLE HOURLY RATE
Principal $180
Associate Principal $170
Director of Design $160
Director of Environmental Graphic Design $150
Senior Architect $160
Senior Project Manager $150
Project Manager $140
Job Captain $130
Senior Interior Designer $130
Workplace Strategist $130
Designer / Drafter I $120
Designer / Drafter II $110
Senior Graphic Designer $140
Graphic Designer I $130
Graphic Designer II $110
Support Staff $100
Consultant Fees Cost x 1.1
Reimbursable Expenses Cost x 1.1
Invoices due and payable net 30 days. A service charge of 1-1/2% per month will be added to any outstanding balance
over 30 days.
Reimbursable expenses include costs incurred for transportation, postage, delivery charges, permit and plan check fees,
reproductions, computer plots, professional renderings and models.
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
t 408.463.6832
f 408.685.2038
info@rclse.com
570 East El Camino Real, Suite D
Sunnyvale, CA 94087
February 19,2021
Mr.Matt Morley
The Town of Los Gatos
110 E.Main Street
Los Gatos,CA 95030
Project:The Town of Los Gatos Parklet Program
Project No:1163.124
Subject:Proposal to provide structural engineering services
Dear Mr Morley:
Thank you for the opportunity to provide you with structural engineering services for
the above referenced project.We understand the project to consist of the development
of pre approved parklets for the Town of Los Gatos by developing standardized designs
and pre approved drawing packages for outdoor parklets based on previously approved
design documents.These standardize designs will include limited modification options
for individual sites including planter,railing and lighting poles variation.The Town of Los
Gatos will make these pre approved model plans available for limited use by business
owners as reference and will have each business owners hired us to obtain a final
building permit with modifications to the plans to incorporate field conditions
Below you will find the break down on the building scope of works.
Base Services for Model Plan
Provide deck design and anchorage
Verify light poles anchorage
Provide fence anchorage
Platform ends and corners must be capable of withstanding 500 pounds of
horizontal force.
Additional street side platform reinforcement capable of withstanding 500
pounds of horizontal force must be placed a minimum of every 15 feet.
Provide standardized parklet layouts for the following parklet types:
o Flat Site up to 9%grade)2,3 and 4 Parking Stalls Long options
included
o Sloped Site up to 4.9%grade)2 Parking Stalls Long one option
included)
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
Construction Documents
Produce structural construction documents and supporting calculations for the
above defined scope of work.This package will describe the gravity and lateral force
resisting structural systems as well as the foundation design,all based on the 2019
California Building Code as adopted by the Town of Los Gatos.
Plan Check
Respond to plan check review comments.
Base Services for Use of Plans
Provide general modifications to Pre Approved drawing package to include:
Plan modifications as required by site features such as manholes
Final approval layout based on finishes selected by owner
Construction Documents
Produce structural construction documents and supporting calculations for the above
defined scope of work.This package will describe the gravity and lateral force resisting
structural systems as well as the foundation design,all based on the 2019 California
Building Code as adopted by the Town of Los Gatos.
Plan Check
Respond to plan check review comments.
Construction Support
Provide construction support services which will include providing any required
clarification of the construction documents,responding to contractor questions,and
performing periodic site visits,at your request,to determine that constructed work is in
general conformance with the construction documents.
Base Services for Model Plan fee
Construction Documents And plan check 8,000.00
Partial Use Fee up to 10 parklets)8,430.00
Total Fees:16,430.00
Reimbursable:150.00 Estimate)
Base Services for Use Plan fee Up to 10 parklets)
Construction Documents and plan check 1,277.00
Construction Support 360.00 Hourly N.T.E)
Total Fees:1,637.00
Reimbursable:350.00 Estimate)
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
Reimbursable expenses such as blueprinting,plotting for submittals and deliveries will
be billed at our cost plus 10%,as an addition to the above quoted fees.We will bill you
monthly for labor and expenses expended in the prior month.
Please find attached a copy of our terms and conditions.Should this proposal meet with
your approval,please return a signed copy of this letter indicating your acceptance.A
signed copy of this letter will evidence you have reviewed and accepted to our terms
and conditions
We look forward to working with you on this project.
Sincerely,
Signature:
Ryan C Loh,S.E
Lic No S5192 Print Name:
Date:
Standard Billing Rates
The following are RCL Structural Engineers,Inc current personnel hourly billing rates:
Item Billing Rate hour)
Principal 185.00
Associate 175.00
Project Manager 165.00
Project Engineer 155.00
Design Engineer 145.00
Staff Engineer 135.00
CAD Drafter 100.00
Clerical 65.00
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
Page 1 of 1
The Town of Los Gatos Parklet Program – February 19, 2021
1163.124-Terms and Conditions
Client’s Initials: ________
A. Scope of Agreement
The parties to this Agreement are: RCL Structural Engineers, Inc
Including: all RCL Structural Engineers, Inc officers, directors,
employees and RCL Structural Engineers, Inc sub-consultants) and the
party to whom the proposal letter is addressed, herein called the CLIENT.
All provisions contained herein are applicable to the services and work
product provided to the CLIENT and described within the proposal letter
along with this statement of Terms and Conditions from RCL Structural
Engineers, Inc to the CLIENT.
B. Compensation
1. Invoices will be submitted monthly based on terms quoted within the
proposal letter, and on the services rendered up to date of invoice
issue. Invoices are due upon receipt. Invoices are considered past
due 15 calendar days after invoice issue date.
2. All fees unpaid after 30 calendar days will subject to a late charge at
a rate of 1 1/2 % per month based on the outstanding balance.
3. If the CLIENT fails to make payment when due for services and
expenses, RCL Structural Engineers, Inc reserves the right upon
seven days written notice to the CLIENT, suspend performance of
services under this agreement. Unless RCL Structural Engineers,
Inc receives payment in full within seven days of the date of the
notice; the suspension shall take effect without further notice. In the
event of a suspension of services, RCL Structural Engineers, Inc
shall have no liability to the CLIENT for delay or damage caused the
CLIENT because of such suspension of services.
C. Reimbursable Expenses
Reimbursable expenses are in addition to the fees quoted within the Basic
Services and include actual expenditures made by RCL Structural
Engineers, Inc in the interest of the project. They shall be billed at 1.15
times the direct cost and are payable monthly as incurred. Reimbursable
costs include, but are not limited to the following:
1. The cost of reproduction of all documents produced at the CLIENT’s
request for the project’s behalf.
2. Travel expenses for site visits.
3. Fees and charges for services contracted on the project’s behalf
authorized by the CLIENT.
4. Expenses for materials authorized by the CLIENT and purchased on
the project’s behalf.
5. Messenger and other special delivery services.
D. Additional Services
Additional services are services that are not included in the scope of work.
The following items are considered additional services and shall be billed
on a labor and expenses basis per standard billing rates provided in effect
at the time of service in addition to fees quoted for basic services. Written
notification will be given before proceedings with any additional services.
1. Services resulting from additions or changes in magnitude of the
project scope as described and agreed upon under the Agreement.
2. Redesign to reduce construction cost or to respond to third party
comments after the design development phase is completed.
3. Redesign services required by major changes in architectural design
after the design development phase has been completed.
4. Redesign services requested to accommodate particular construction
materials, methods or sequences.
5. Structural design services related to Secondary Structural Elements
and their attachments.
6. Services resulting from corrections or revisions required because of
construction deviations from the work specified within the contract
documents.
7. Design services related to re-designs necessitated by discovery of
existing conditions which are different from conditions shown on
original drawings or assumed existing conditions.
E. Construction Support Services
It is agreed that if professional services of RCL Structural Engineers, Inc
do not extend to or include the review or site observations of the
Contractor’s work or performance and if the CLIENT elects not to retain
RCL Structural Engineers, Inc to provide construction support services,
the CLIENT will defend, indemnify, and hold harmless, RCL Structural
Engineers, Inc from any claim or suit whatsoever, including but not limited
to all payments, expenses, or cost involved, arising from or alleged to have
arisen from the Contractor’s performance or the failure of the Contractor’s
work to conform to the design intent and the contract documents.
F. Ownership and Use of Documents
The Client acknowledges and agrees that the Documents may be used
only for this Project. Upon request, the Client will be provided with
reproducible copies of the Documents. Documents produced by RCL
Structural Engineers, Inc under this agreement are instruments of service
and shall remain the property of RCL Structural Engineers, Inc. They
shall not be used for any purpose or project except as defined within the
Agreement, without express written agreement and appropriate
compensation to RCL Structural Engineers, Inc
G. Limitation of Liability
To the maximum extent permitted by law, the CLIENT agrees to limit RCL
Structural Engineers, Inc’s liability for the CLIENT’s damages to the
lesser of: RCL Structural Engineers, Inc’s fee or $20,000.00.
H. Mediation
Claims, disputes or other matters in question between parties to this
Agreement arising out of or relating to services rendered and/or the work
product provided under this agreement shall be subject to mediation
exclusive of legal counsel under the auspices of a recognized neutral third
party professional mediation service or other mediation method acceptable
to the parties prior to undertaking any other dispute resolution action. The
cost of the mediation service shall be borne equally by both parties. A
demand for mediation shall be made within thirty days after the claim,
dispute, or matter in question has arisen.
In the event of a lawsuit between the parties under this agreement, such
lawsuit shall be filed and tried only in a court of competent jurisdiction
within Santa Clara County, California. California law shall apply to any such
proceeding.
I. Termination
This agreement may be terminated by either party upon written notice to
the other party in the event of a substantial failure of performance of such
other party, or if the project should be abandoned or indefinitely postponed.
In the event of such termination, RCL Structural Engineers, Inc shall be
compensated within 30 calendar days for all services rendered and all
costs incurred up to date of termination, in accordance with the
Compensation section of this Agreement. Any dispute regarding
termination shall, along with all other issues, be resolved in accordance
with the Mediation section of this Agreement.
J. Standard Billing Rates
The following are RCL Structural Engineers, Inc current personnel hourly
billing rates:
Item Billing Rate ($/hour)
Principal 185.00
Associate 175.00
Project Manager 165.00
Project Engineer 155.00
Design Engineer 145.00
Staff Engineer 135.00
CAD Drafter 100.00
Clerical 65.00
DocuSign Envelope ID: 11440CA5-DC5E-441E-9984-E7E704C330D8DocuSignEnvelopeID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
PREPARED BY: Matt Morley
Parks and Public Works Director
Reviewed by: Town Manager, Assistant Town Manager, Town Attorney, and Finance Director
110 E. Main Street Los Gatos, CA 95030 (408) 354-6832
www.losgatosca.gov
TOWN OF LOS GATOS
COUNCIL AGENDA REPORT
MEETING DATE: 06/15/2021
ITEM NO: 18
DATE: June 4, 2021
TO: Mayor and Town Council
FROM: Laurel Prevetti, Town Manager
SUBJECT: Capital Improvement Project 813-0235 Downtown Streetscape Revitalization/
Economic Recovery Efforts:
a. Approve a Contract Amendment with AP&I Design, Inc in the Amount of
42,192 for a Total Contract Amount not to Exceed $92,192; and
b. Approve an Extension to the Application Deadline for Applications to the
Parklet Program to July 29, 2021.
RECOMMENDATION:
Capital Improvement Project 813-0235 Downtown Streetscape Revitalization/Economic
Recovery Efforts:
a. Approve a contract amendment with AP&I Design, Inc in the amount of $42,192 for a total
contract amount not to exceed $92,192; and
b. Approve an extension to the application deadline for applications to the parklet program to
July 29, 2021.
BACKGROUND:
On April 20, 2021, the Town Council discussed the status of parklets in the downtown and
approved an increase in parklet subsidy per business to $40,000 or 75% of the total cost for
semi-permanent parklets.
On March 15, 2021, the Town entered an agreement with AP&I Design, Inc. in the amount of
49,000 for design of semi-permanent parklets under previous Council direction. This
agreement provides base semi-permanent parklet design documents to help streamline
permitting review and reduce costs to businesses for up to ten parklets.
DocuSign Envelope ID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD
PAGE 2 OF 2
SUBJECT: Contract Amendment with AP&I Design
DATE: June 4, 2021
BACKGROUND (continued):
With the increased subsidy, the demand for parklets has increased from the original anticipated
number to an upper potential of 26 parklets.
DISCUSSION:
The increased interest in parklets will require additional work from the project architects, AP&I
Design. The team was originally selected based on their experience in designing previous
parklets for businesses and the ability for that team to quickly adjust the template and move
the process forward. Staff recommends continuing and expanding this agreement to
accommodate the additional scope.
In addition, staff recommends extending the deadline for businesses to submit their
applications from the current date of June 30 to July 29, 2021. This extension will allow
businesses to fully commit to the expense of the semi-permanent parklets. The required
timeline for final construction will remain December 31, 2022.
CONCLUSION:
The addition to the design contract and the extension to the application deadline will facilitate
the increased demand and installation of semi-permanent parklets in the downtown.
COORDINATION:
This project is coordinated with the Economic Vitality Manager and the Community
Development Department.
FISCAL IMPACT:
Funding for this project has been previously identified from the Capital Improvement Project
titled Downtown Streetscape/Economic Recovery Efforts.
ENVIRONMENTAL ASSESSMENT:
The actions associated with this item are not a project defined under CEQA, and no further
action is required.
Attachments:
1. Amendment to the Agreement
2. Original Agreement
DocuSign Envelope ID: 5522F1EF-54C8-4F25-ACC9-473B4B9744CD