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HomeMy WebLinkAbout1998-04-06 City Council (29)TO: City City of Palo Manager’s Report HONORABLE CITY COUNCIL -FROM:CITY MANAGER DEPARTMENT: PUBLIC WORKS DATE: SUBJECT: APRIL 6, 1998 CMR:178:98 APPROVAL OF CONSULTANT CONTRACT WITH CSS ARCHITECTS FOR LONG TERM COUNCIL CHAMBERS IMPROVEMENTS, COUNCIL CHAMBERS REFURBISHING, CIP 19625 RECOMMENDATION Staffrecommends that Council: 1.Approve and authorize the Mayor to execute the attached contract with CSS Associates Architects in the amount of $90,100. Authorize the City Manager or her designee to negotiate and execute one or more change orders to the contract with CSS Associates Architects for related, additional but unforeseen work which may develop during the project~ the total value of which shall not exceed $9,000. DISCUSSION Consultant Services Des.cription ’ The work to be performed under the contract is for design of the Council Chambers improvements approved by the Council in November 1997 (CMR:429:97). The improvements address areas of safety and accessibility plus five of Council’s concerns regarding the sound system, public seating, staff area congestion, lighting for the dais, and the separation of staff and the public. The scope of work includes replacing the carpet throughout the Chambers; improving the lighting in the Council area; remodeling the staff area, low wall and podium; upgrading the sound system; removing the TV .booth; refurbishing the public seating benches; and remodeling the public area for Americans with Disabilities Act accessibility. Selection Process Staff sent a request for proposals to three consulting firms on January 14, 1998. Firms were given 28 days to respond to the request. One firm submitted a proposal for a cost of $90,100. CMR:178:98 Page 1 of 2 Those firms not responding indicated that they did not submit a proposal because of the small size of the project along with their existing workload. CSS Associates Architects is the consultant that prepared the original report and is very qualified to perform the required services. RESOURCE IMPACT The project was funded by Council in November accomplished using current staff resources. 1997 (CMR:429:97), and can be ENVIRONMENTAL REVIEW The project is exempt from the.California Environmental Quality Act (CEQA) under Section 15301 of the CEQA Guidelines. ATTACHMENTS Agreement PREPARED BY: John A. Carlson, Acting Assistant Director of Public Works DEPARTMENT HEAD: CITY MANAGER APPROVAL: GLENN S. ROBERTS Director of Public Works Assistant City Manager CMR: 178:98 Page 2 of 2 CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND CSS ASSOCIATES, ARCHITECTS FOR CONSULTING SERVICES This Contract No. is entered into , by and between the CiTY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and CSS ASSOCIATES, ARCHITECTS, a California corporation, located at 1103 Juanita Avenue, Burlingame, CA 94010 ("CONSULTANT"). RECITALS: WHEREAS, CITY desires certain~professional consulting services ("Services") and the preparation and delivery of, without limitation, one or more sets of documents, drawings, maps, plans, designs, data, calculations, surveys, specifications, schedules or other writings ("Deliverables") (Services and Deliverables are, collectively, the "project"), as more fully described in Exhibit "A’’-, and WHEREAS, CITY desires to engage CONSULTANT, including its emp!oyees, if any, in providing the Services by reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Project on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: .SECTION I. TERM I.i This C.ontract will commence on the date of its execution by CITY, and will terminate upon the completion of the Project, unless this Contract is earlier terminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Project tasks in accordance with the time schedule set forth in Exhibit "A". Time is of the essence of this Contract. In the event that the Project is not complebed within the time required through any fault of CONSULTANT, CITY’s city manager Will have the option of extending the time schedule for any period of time. This provision will not preclude the recovery of damages for delay caused by CONSULTANT. SECTION 2.SCOPE OF PROJECT;CHANGES & CORRECTIONS 2.1 The scope of Services andDeliverables constituting the Project will be performed, delivered or executed by CONSULTANT under the phases of the Basic Services as described below. 980325 syn 0071388 2.2 CITY may order substantial changes in the scope or character of the Basic Services, the Deliverables, or the Project, either decreasing or increasing the amount of work required of CONSULTANT. In the event that such changes are ordered, subject to the approval of CITY’s City Council, as may be required, CONSULTANT will be entitled to full compensation for all work performed prior to CONSULTANT’s receipt of the notice of change and further will be entitled to an extension of the time schedule. Any increase in compensation for substantial changes will be determined in accordance with the provisions of this Contract. CITY will not be liable for the cost or payment of any change in work, unless the amount of additional compensation attributable to the change in work is agreed to, in writing, by CITY before CONSULTANT commences the performance of any such change in work. 2.3 Where the Project entails the drafting and submission of Del~verables, for example, construction plans, drawings, and specifications, any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY before invitations to bid on a construction project (for which the Deliverables are required) are distributed by CITY, will be corrected by CONSULTANT at no cost to CITY, provided CITY gives notice to CONSULTANT. 2.4 Any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY after the construction contract is awarded by CITY, will be performed by CONSULTANT, as follows: (a) at no cost to CITY insofar as those Services, including the Basic Services or the Additional Services, as described below, or both, will result in minor or nonbeneficial changes in the construction work required of the construction contractor; or (b) at CITY’s cost insofar as those Services, including the Basic Services or the Additional Services, or both, will add a direct and substantial benefit to the construction work required of the construction contractor. The project manager in the reasonable exercise of his or her discretion will determine whether the Basic Services or the Addit±0nal Services, or both, will contribute minor or substantial benefit to the construction work. SECTION 3. CONSULTANT .QUALIFICATIONS, .STATUS,AND DUTIES OF 3.1 CONSULTANT represents and warrants hhat it has the expertise and professional qualifications to furnish or cause to be furnished the Services and Deliverables. CONSULTANT further represents and warrants that the project director, and every individual, including any consultant (including CONSULTANTs), charged with the performance of the Services are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services, and that the Project will be executed by them or under their supervision. CONSOLTANT will furnish to CITY for approval, prior to execution of this Contract, a list of all individuals and the 2980325 syn 0071388 names of their employers or principals to be employed consultants. 3.2 In reliance on the representations and warranties set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it will execute or cause to be executed, the Project. 3.3 CONSULTA~4T will assign MARTIN L. DREILING as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. MARTIN L. DREILING will be assigned as the project coordinator who will represent CONSULTANT during the day-to-day work on the Project. If circumstances ’or conditions subsequent to the execution of this Contract cause the substitution of the project director or project coordinator for anz_.reason, the appointment of a substitute project director or substitute project coordinator will be subject to the priorwritten approval of the project manager. 3.4 CONSULTANT represents and warrants that it will: 3.4.1 Procure all permits and licenses, pay all charges and fees, and give.all notices which may be necessary and incident to the due and lawful prosecution of~the Project; 3.4.2 Keep itself fully informed of all existing and future Federal, State of California, and local laws,ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract and any materials used in CONSULTANT’s performance of the Services; 3.4.3 At all timeS observe and comply with, and cause its employees and consultants, if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 3.4.4 Will report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to theDeliverables. 3.5 Any Deliverables given to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract will become the property of CITY and will not be made available to any individual or organization by CONSULTANT or its consultants, if any, without the prior written approval of the city manager. 3.6 CONSULTANT will provide CITY with ten (i0) copies of any documents which are a part of the Deliverables upon their completion and acceptance by CITY. 39~0325 ~yn 00713~, 3.7 If CITY requests additional copies of any documents which are a part of the Deliverables, CONSULTANT will provide such additional copies and CITY will compensate CONSULTANT for its duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Project. All consultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which will be responsible for their performance. If any employee or consultant of CONSULTANT fails or refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner, the employee or consultant will be discharged immediately from further performance under this Contract on demand of the project manager. 3.9 In the execution of the Project, CONSULTANT and its consultants, if an~, will at all times be considered independent contractors and not agents or employees of CITY. 3..10 CONSULTANT will perform or obtain or cause to be performed or obtained any and all of the fo~lowing Additional Services, not included under the Basic Services, if so authorized, in writing, by CITY: 3.10.1 Providing services as an expert witness in connection with any public hearing or meeting, arbitration proceeding,or proceeding of a court of record; 3.10.2 Incurring travel and subsistence expenses for CONSULTANT and its staff beyond those normally required under the Basic Services; 3.10.3 Performing any other Additional Services that may be agreed upon by the parties subsequent to the execution of this Contract; and 3.10.4 Other Additional Services now or hereafter described in Exhibit "A" to this Contract. 3.11 CONSULTANT will be responsible for employing all consultants deemed necessary to assist CONSULTANT in the performance of the Services. The appointment of consultants must be approved, in advance, by CITY, in writing, and must remain acceptable to CITY during the term of this Contract. SECTION 4.DUTIES OF CITY 4.1 CITY will furnish or cause to be furnished the services listed in Exhibit "A" and such information regarding its requirements applicable to the Project as may be reasonably requested by CONSULTANT. 4.2 CITY will review and approve, as necessary, in a timely manner the Deliverables and each phase of work performed by 980325 ,,yn 0071388 4 CONSULTANT. CITY’s estimated time of review and approval will be furnished to CONSULTANT at the time of submission of each phase of work. CONSULTANT acknowledges and .understands that the interrelated exchange of information among CITY’s various departments makes it extremely difficult for CITY to firmly establish the time of each review and approval task. CITY’s failure to review and approve within the estimated time schedule will not constitute a default under this Contract. 4.3 The city manager will represent CITY for all purposes under this Contract. JOHN A. CARLSON.is designated as the project manager for the city manager. The~project manager will supervise the performance, progress, and execution of the Project, and will be assisted by ELIZABETH AMES, the Project Engineer. 4.4 If CITY observes or otherwise becomes aware of any default in the performance of CONSULTANT, CITY will use reasonable efforts to give written notice thereof to CONSULTANT in a timely manner. SECTION 5 ....COMPENSATION 5.1 CITY will compensate CONSULTANT for the following services and work: 5.1.1 In consideration of the full performance of the Basic Services, including any authorized reimbursable expenses, CITY will pay CONSULTANT a fee not to exceed Sixty-Seven Thousand Seven Hundred Dollars ($67,700). The amount of compensation will be calculated in accordance with the hourly rate schedule set forth in Exhibit "B", on a time and materials basis, up to the maximum amount set forth in this Section. the fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse payment of such fees, if such prior approval is not obtained by CONSULTANT. 5.1.2 In consideration of the full performance of Additional Services, the amount of compensation set forth in Exhibit "B" will not exceed Twenty-Two Thousand Four Hundred Dollars ($22,400). An employee’s ~time will be computed at a multiple of one (I) times the employee’s direct personnel expense described below. The rate schedules may be updated by CONSULTANT only once each calendar year, and the rate schedules will not become effective for purposes of this Contract, unless and until CONSULTANT gives CITY thirty (30) days’ prior written notice of the effective date of any revised rate schedule. 5.1.3 The full payment of charges for extra work or changes, or both, in the execution of the Project will be made, provided such request for payment is initiated by CONSULTANT and authorized, in writing, by the project manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such work or 98325 syn 0071388 5 changes, or both. Prior to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such extra Work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. 5.1.4 Direct personnel expense of employees assigned to the execution of’the Project by CONSULTANT will include only the work of architects, engineers, designers, job captains, surveyors, draftspersons, specification writers and typists, in consultation, research and design, work in producing drawings, specifications and other documents pertaining to the Project, and in services rendered during construction at the site, to the extent such services are expressly contemplated under this Contract. Included in the cost of direct personnel expense of these employees are salaries and mandatory and customary benefits such as statutory employee benefits, insurance, sick leave, holidays and vacations, pensions and similar benefits. 5.2 The schedule of payments will be made as follows: 5.2.1 Payment of the Basic Services will be made in monthly progress payments in proportion to the quantum of services performed, or in accordance with any other schedule of payment mutually agreed upon by the parties, as set forth in Exhibit or within thfrty (30) days of submission, in triplicate, of such requests if a schedule of payment is not specified. Final payment will be made by CITY after CONSULTANT has submitted all Deliverables, including, -without limitation, reports which have been approved by the project manager. 5.2.2 Payment of the Additional Services will be made in monthly progress payments for services rendered, within thirty (30) days of submission, in triplicate, of such requests. 5.2.3 No deductions will be made from CONSULTANT’s ~compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to general contractors. SECTION 6. ACCOUNTING, AUDITS, OWNERSHIP OF RECORDS 6.1 Records of the direct personnel expenses and expenses incurred in connection with the performance of Basic Services and Additional Services pertaining to the Project will be prepared, maintained, and retained bY CONSULTANT in accordance with generally accepted accounting principles and will bemade available to CITY for auditing purposes at mutually convenient times during the term of this Contract and.for three (3) years following the expiration or earlier termination of this Contract. 6.2 The originals of the Deliverables prepared by or under the direction of CONSULTANT in the performance of this Contract will become the property of CITY irrespective of whether- the Project is completed upon CITY’s payment of the amounts 980325 syn 0071388 6 .required to be paid to CONSULTANT. These originals will be delivered to CITY without additional compensation. .CITY will have the right to utilize any final and incomplete drawings, estimates, specifications, and any other documents prepared hereunder by CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or modifications of such documents. SECTION 7.INDEMNITY 7.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents, from any and all .demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, caused by or arising out of CONSULTANT’s, its officers’, agents’, consultants’ or employees’ negligent acts, errors, or omissiQD~, or willful misconduct, or conduct for which applicable law may impose strict liability on CONSULTANT in the performance of or failure to perform its obligations under this Contract. SECTION 8. WAIVERS 8.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract or of the provisions of any ordinance or law will not be deemed to be a waiver of any such covenant, term, condition, provision, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant, term, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or viol~tion by the other party of any covenant, term, condition or provision of this Contra~t or of any applicable law or ordinance. 8.2 No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION 9., INSURANCE ~9.1 CONSULTANT, at its sole cost and expense, will obtain and maintain, in full. force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONSULTANT and its consultants, if any, but also, with the exception of workers’ compensation, employer’s liability andprofessional liability insurance, naming CITY as an additional insured concerning CONSULTANT’s performance under this Contract. 9.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:X orhigher which are admitted to transact insurance business in the State of California. Any and all consultants of CONSULTANT retained to.perform Services under this Contract will obtain and maintain, in full force and effect during the term of this 7980325 syn 0071388 Contract,identical insurance coverage, naming CITY as an additional insured under such policies as required above. 9.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled or altered by the insurer except after filing with the CITY’s city clerk thirty (30) days’ prior written notice of such cancellation or alteration, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability .insurance. Current certificates of such insurance will be kept on file at all times during the term of this Contract with the city clerk. 9.4 The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Contract. Notwithstanding- the policyor policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION i0.WORKERS’ COMPENSATION I0.i CONSULTANT, by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions, of that Code, and certifies that it will comply~ with such provisions, as applicable, before commencing the performance of the Project. PROJECT SECTION ii TERMINATION OR SUSPENSION OF CONTRACT 0R Ii.i The city manager may suspend the execution of the Project, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days’ prior written notice thereof to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of Basic Services. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance under this Contract. 11.2 CONSULTANT may terminate this Contract or suspend its execution of the Project by giving thirty (30) days’ prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of Basic Services or the execution of the Project. 980325 8yn 0071388 11.3 Upon CONSULTANT will be Additional Services such suspension or termination by CITY, compensated for the Basic Services and performed and Deliverables received and approved prior to receipt of written notice from CITY of such suspension or abandonment, together with authorized additional and reimbursable expenses then due. If the Project is resumed after it has been suspended for more than 180 days, any change in CONSULTANT’s compensation will be subject to. renegotiation and, if necessary~ approval of CITY’s City Council. If this Contract is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY, as such determination may be made by the city manager in the reasonable exercise of her discretion. 11.4 In the event of termination of this Contract orsuspension of work-~n the Project by CITY where CONSULTANT is not in default, CONSULTANT will receive compensation as follows: 11.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized under this Contract. 11.4.2 For approved items of services on which anotice to proceed is issued by CITY, but which are not fully performed, CONSULTANT will be compensated for.each item of service in an amount which bears the same ratio to the total fee otherwise payable for the performance of the service as the quantum of service actually rendered bears to the services necessary for the full performance of that item of service. 11.4.3 The total compensation payable under thepreceding paragraphs of this Section will not exceed the payment specified under Section 5 for the respective items of service to be furnished by CONSULTANT. 11.5 Upon such suspension or termination, CONSULTANT will deliver to the city manager immediately any and all copies of the Deliverables, whether or not completed, prepared by CONSULTANT or its consultants, if any, or given to CONSULTANT or its consultants, if any, in connection with this Contract. Such materials will become the property of CITY. 11.6 The failure of CITY to agree with .CONSULTANT’sindependent findings, conclusions, or recommendations,, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure on the part of CONSULTANT to fulfill its obligations under this Contract. SECTION 12. ASSIGNMENT 12.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title 9980325 syn 0071388 or interest in or to the same or any part thereof without the prior written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of CITY will be void and, at the option of the city manager, this Contract may be terminated. This Contract will not be assignable by operation of law. SECTION 13 ....NOTICES 13.1 All notices hereunder will be given, in writing, and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 --Pa!o Alto, CA 94303 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 14. CONFLICT OF INTEREST 14.1 I~ accepting this Contract, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or~ degree with the performance of the Services. 14.2 CONSULTANT further covenants that, in the performance of this Contract, it will not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies that no one who has.or will have any financial interest under this Contract is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. SECTION 15 .NONDISCRIMINATION 15.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of persons under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person. If the value of this Contract is, or may be, five thousand dollars ($5,000) or more, CONSULTANT agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D". 15.2 CONSULTANT agrees that each contract for services from independent providers will contain a provision substantially as follows: "[Name of Provider] will provide CONSULTANT with a certificate stating that [Name of Provider] is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person." 15.3 If CONSULTANT is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or executive order in the performance of this Contract, it will be in default of this Co~tract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices commission or the equivalent federal agency or officer, will constitute evidence of a breach of this Contract. 15.4 If CONSULTANT is found in default of the nondiscrimination provisions of this Contract, CONSULTANT will be found in material breach of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct from the amount payable to CONSULTANT the sum of two hundred fifty dollars ($250) for each calendar day during which CONSULTANT is not in compliance with this provision as damages for breach of contract, or both. SECTION 16. MISCELLANEOUS PROVISIONS 16.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access tO public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT will comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of this Contract. 16.2 Upon the agreement of the parties, any controversy or claim arising out of or relating to this Contract may be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. 16.3 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 980325 syn 0071388 ii 16.4 In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 16.5 The prevailing party in any action brought to enforce the terms of this Contract or arising out of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 16.6 This~document represents the entire and integrated Contract between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 16.7 All provisions of this Contract, whether covenants or conditions, will be deemed to be both covenants and conditions. 16.8 The covenants, terms, conditions and provisions of thisContract will apply to, and will bind, the heirs, successbrs, executors, administrators, assignees, and consultants, .as the case may be, of the parties. 16.9 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. 16.10 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 16.11 This Contract .may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. 16.12 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Contract will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer available. This Section 16.12 will take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. 980325 syn 0071388 12 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Mayor Senior Asst. City Attorney APPROVED: -- Assistant City Manager Director of Public Works CSS ASSOC., ~HITECTS Its: Taxpayer’s I.D. No. 94-2436825 Acting Director of Administrative SerVices Risk Manager Attachments:EXHIBIT "A" : EXHIBIT "B" : EXHIBIT "C" : EXHIBIT "D" : SCOPE OF PROJECT &TIME SCHEDULE RATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 13 9B0325 syn 00713~8 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) On ~le.~ ~o , 1998, before me, the undersigned, a Notary Public in and for said County and State, personally appeared V%AAx%~-~ U, C>~ ~ , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/~r-e-subscribed to the within instrument and acknowledged to me that he/s/~th~y--executed the same in his/~=z~/the~r authorized capacity(ies),and that by his/Ae~/tqTeir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. KF-NNETH E, CONSTANTINO Commission # 1166349 No*,ary PuD~c - Cal~fomia -~ Signature of Notary PublicSan Ma,~..e~= Coun~ 14980325 syria71388 ¯ EXHIBIT A COUNCIL CHAMBERS IMPROVEMENTS SCOPE OF PROJECT AND TIME SCHEDULE The scope of work for the Council Chambers Improvements CIP is detailed in the Consultant proposal, dated February 10, 1998. Belo~v is a brief description of the scope of work and related cost. SCHEMATIC DESIGN Develop sc-~’matic designs of the co, nfiguration and function of all systems. Utilize plans, elevations and 3-d modeling where appropriate. Prepare color and material samples for key interior components. Prepare cost model. CONSTRUCTION DOCUMENTS $15,500 $26,000 Prepare construction documents for public bidding. Prepare final cost estimate. Assist in issuing bid documents. CONSTRUCTION SERVICES (Additional Services). Provide full Construction Services. Attend weekly meetings and prepare minutes and action items. Assist City in processing payment invoices, Requests.foi" Information, and Change Orders $22,400 COST ESTIMATES $3,500 Provide on going Cost Model, updated at design proceeds. Formal submittals will be made at the end of the Schematic Design and Construction Documents phases. MEETINGS $15,000 Attend meeting at the direction of the City. Cost will be billed on an hourly basis. REIMBURSABLES TOTAL CONTRACT AMOUNT $7,700 $90,100 PROJECT SCHEDULE: 150 calendar days to complete design phase. EXHIBIT B RATE SCHEDULE Professional Fee Schedule For Time and Materials Agr~,ements 1998 The following information describes compensation to CSS Associates Architects for basic and additional services rendered on an hourly ba_.~si.s and expenses incurred’bn behalf of the Owner or other authorized parties.’ Compensation for Professional Services: Principal ArcNtecti .$105.00/Hour Architect:$85.00/Hour Technical Staff:$65.00/Hour Clerical Staff:$40.00/Hour Reimbursable Expenses The Architect shall be reimbursed for all directly related project expenses except those covered under the Basic Services Agreement. Reimbursable expenses will include a mark-up of 15% to cover related overhead expenses. Reimbursable expenses shall include but not be lift, ted tb the following: Reproductions, plotti.ng, photo-drafting, travel expenses,, agency fees, couriers,, etc. Reimbursable expenses will not include Fax charges, long distance communications, postage and \ other incidental costs. ¯ Terms of Payment Fees and other charges w~ll be billed on the first day of each month for services rendered during the previous month. Rates are computed on the basis of a multiple of 3.0 times actual personnel costs. Rates are subject to change at annual intervals due to personnel reviews’ and salary adjustments. Rates will remain consistent within any given phase of work for a particular.job but may change without further notice upon commencement of.a new phase of work. Work that is suspended for any reason for a period of ninety days or more shall be subje.ct to current rates when work recommences. The Owner agrees to notify the Architect of any alleged inaccuracies, discrepancies, or errors in the invoices within thirty days of date of invoice so as to prevent disputes that may arise due to misunderstandings or miscommunications. January 199~ EXHIBIT C PART il - INSURANCE REQUIREMENTS SECTION Insurance Requirements for Contractors CONTRACTOR-:CSS Associates Architects PROJECT MANAGER:John Carl~on CONTRACT NAME:Consultant Services for Council Chamber Refurbishing Project, RFP # 103284 GENERAL TERMS AND INSTRUCTIONS THIS INSTRUCTION SWEET SHOULD BE GIVE"t TO YOUR IhSURANCE AGEh"r £~,C,~,~E= .CONTRACTORS TO THE CITY OF PALO ALTO. AT THEIR SOLE EXPENSE SHALL OBTAIN AND MAINTAIN !NSURANCE FOR THE TERM OF THE CONTRACT CONTRACTORS W/ILL BE REQUIRED TO PROVIDE A CERTIFICATE EVIDENCING THE INSURANCE AND NAMING THE CITY AS AN ADDITIONAL INSURED ALL INSURANCE COVERAGE REQUIRED SHALL BE PROVIDED THROUGH CARRIERS WITH A BEST RATING OF A: X OR HIGHER THAT ARE ADMITTED TO DO BUSINESS IN THE S TA TE OF CALIFORNIA, THE CERTIFICATE OF INSURANCE MUST BE COMPLETED AND EXECUTED BY AN AUTP~ORIZEO REPRESENTATIVE OF THE COMPANY PROV!DING IhSURANCE FILED WITH THE CITY AND APPROVED BY THE CITY BEFORE CONTRACT WILL BE CONSIDERED COMPLETE AS RESPECTS INSURANCE RETURN THE COMPLETED CERTIFICATE TO THE CITY OF PALO ALTO, PURCHASING & CONTRACT ADMINISTRATION, 250 HAMILTON AVENUE. PALO ALTO 94301. THE INSURANCE REQUIREMENTS CHECKED BELOW ARE REQUIRED FOR THIS CONTRACT. TYPE OF CCVERAGE REQUIREMENT Worker’s Compensation Automobile Liability, I~ .Comprehensive General Liability: INCLUDING ¯PERSONAL INJURY ¯BROAD FORM PROPERTY DAMAGE ¯BLANKET CONTRACTUAL ¯FIRE LEGAL LIABILITY ,Comprehensive Automobile Liability: INCLUDING: ¯OWNED ¯HIRED ¯NON-OWNED Professional Liability: INCLUDING’ ¯ERRORS AND OMISSIONS ¯MALPRACTICE (If A~¢li(::able) ¯NEGLIGENT PERFORMANCE LONG FORMIMimmum L~mlts) St,OC0 0O0 $1,000 0CO $I,0C0,C00 $1,000,000 Statutory BODILY INJURY PROPERTY DAMAGE BOCILY INJURY & PROPERTY DAMAGE COMBINED BODILY INJURY (Each Person) BOCILY INJURY IE~ Oc~r,-.~:-.~ PRG#ERTY DAM,aGE BCDtLY INJURY & PROPERTY DAMAGE COMBINED $t,C¢0 660 ALL DAMAGES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED> $1,0C0.060 S1,000,000 A.The C~ty of PaiD Alto, its officers, agents and employees are named as additional insured, but only as to work performed under contract. Said coverage as to the City of Paid Alto, etc., shall be primary coverage; without offset against City’s existing insurance and any other insurance carried by the City being excess insurance only. B.Where the work involves grading, paving, excavating, drilling or other underground work, the policy includes destrucbon of wires, conduits, pipes, mains, or other simila: property or Bey apparatus in connection therewith below the surface of the ground whether bwned by th=rd parties or the City of Paid Alto. C Where the work involves excavating, collapse coverage is provided in the amounts above. D The policy includes a "Severability of Interest" provision. E Deductibles over $5,000 must be indicated and are subject to approval. F.If such policies are canceled or changed during the period of coverage a’s stated herein, in such a manner as to affect the Certificate, thirty (30) days written notice will be mailed to the City of Paid Alto, Contract Administration, P.O. Box 10250, 94303 G The liability insurance policy includes a contractual liabiJ~-~endorsement providing insurance coverage for Contractor’s agreemenl to indemnify the C~ty ~ I ~//F "}-/ -j o/~11 ter~si ~ ~,e~igf~a!# tJ ,r.~ry~nd meek’t, a l of the provisions calledHThe coy=rage afforded under the policies is sub’ect t ~ef the ~ e des~ at d er ’ ~’ for herein ,’DATE. J’anuary 14. 1998 CONT CTMANAGE !?i,,f iJ ,f ALL INSURANCE COVERAGE REQUIRED SHALL BE PROVIDdDz]!HROUGH CARRIERS WITH A BEST RATING OF A’ X OR HIGHER THAT A,qr- ADMITTED TO DO BUSINESS IN THE STATE OF CALIFORNI,~ END’OF SECTION CITY OF PALO ALTO: INSURANCE REQUIREMENTS (103063)SECTION 00650 EXHIBIT D ,,, PART III - CONTRACT ADMINISTRATION INSTRUCTIONS AND FORMS SECTION 4’10 PROJECT TITLE: CONSULTANT SERVICES FOR THE COUNCIL CHAMBERS REFURBISHING PROJECT Certification of Nondiscrimination: As suppliers of goods or services to the City of Palo Alio, the firm and individuals listed below certify that they do not discri’ninate in .employment with regards to age, race, color, reiigion, sex, national origin, ancestry, disability, or sexual preference; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. Firm: CSS Associates Arcl~if.ects Title of Officer Signing: president Signature.. "~’~~ DATEI 2/10/£8 END OF SECTION CITY OF PALO ALTO: CERTIFICATION OF NONDISCRIMINATION RFP #103284 SECTION 410