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HomeMy WebLinkAbout1997-07-28 City CouncilCity of Palo Alto Manager’s Report TO:HONORABLE CITY COUNCIL FROM:CITY MANAGER DEPARTMENT: PUBLIC WORKS & COMMUNITY SERVICES AGENDA DATE: JULY 28, 1997 CMR:335:97 SUBJECT:APPROVAL OF CONSULTANT CONTRACT WITH BLUHON PLANNING GROUP FOR FACILITATION AND CONCEPTUAL DESIGN SERVICES FOR THE ARASTRADERO PRESERVE GATEWAY FACILITY This is a request for approval of a consultant contract with Bluhon Planning Group in the amount of $47,170, for services as a facilitator during discussions with commUnity groups and others providing input on the use and design for a new gateway facility at the Arastradero Preserve. The consultant will also provide architectural services, including sketches showing potential facility types. RECOMMENDATIONS Staff recommends Council approve and authorize the Mayor to execute a consultant contract with Bluhon Planning Group for $47,170 for facilitation and architectural services for the proposed Arastradero Preserve gateway facility. POLICY IMPLICATIONS Approval of this contract is consistent with existing City policies. EXECUTIVE SUMMARY Project Description On April 28, 1997, Council directed staff to seek proposals for a consultant to act as a facilitator during discussions with community groups and others providing input on the use and design for a modest new gateway facility at the Arastradero Preserve (CMR:225:97). The consultant would also provide architectural services such as the preparation of conceptual drawings of potential facilities. An optional task has been included in the proposed agreement that would provide preliminary environmental and engineering analysis, should it be determined by staff that such services are needed. Selection Process Requests for proposals were sent to a total of 47 facilitation and/or architectural firms on May 9, 1997. Firms were given a total of three weeks to respond, and ten firms submitted proposals with an average fee of $41,000. CMR:335:97 Page 1 of 2 Staff members from the Public Works and Community Services Departments reviewed the proposals and selected five firms for oral interviews on July 1, 1997. The interview panel, comprised of staff from Public Works, Community Services and Administrative Services Departments, selected Bluhon Planning Group because the firm demonstrated a successful facilitation ability in past projects, has experience with open-space facility design, has a clear understanding of the project goals and objectives and is familiar with construction methods in environmentally sensitive areas. FISCAL IMPACT The Arastra Fund has been established under the auspices of the Peninsula Community Foundation. The agreement establishing the Fund utilizes an advisory committee to make recommendations to the Peninsula Community Foundation as to disbursements from the Fund. The Committee consists of five members: two community representatives and three City representatives. On June 24, 1997, staff met with the Committee and presented the proposed consultant scope of work for the facility. The Committee presented its recommendation to the Foundation, which authorized the expenditure of $50,000 from the Arastra Fund for the proposed facilitation/conceptual design phase of work. Fund money will be used to reimburse the FY 1997-98 Capital Improvement Program budget, CIP 19812. ENVIRONMENTAL ASSESSMENT These services do not constitute a project for purposes of the California Environmental Quality Act; therefore, no environmental assessment is required. An assessment will, however, need to be completed prior to preparation of f’mal plans and construction. The attached Agreement has been written such that Bluhon Planning Group may, upon Council and Arastra Fund Committee approval, be retained for further environmental and design work. ATTACHMENT Agreement PREPARED BY: Karen Bengard, Senior Engineer, Public Works DEPARTMENT HEAD REVIEW: GLENN S. ROBERTS Director of Public Works DEPARTMENT HEAD-REVIEW: PAUL THILTGEN "~ Director of Community Services CITY MANAGER APPROVAL: HARRISON Assistant City Manager CMR:335:97 Page 2 of 2 CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND BLUHON PLANNING GROUP 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. BLUHON PLANNING GROUP, a sole proprietorship, authorized to do business in California, located at 261 Purdue Avenue, Kensington, CA 94708, ("CONSULTANT"). RECITALS: WHEREAS, CITY desires certain professional consulting services ("Services") and the preparation and delivery of, without limitationr 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 i CITY desires to engage CONSULTANT, including its employees, 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 Contract 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 completed 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, as described in Exhibit "A", will be performed, delivered or executed by CONSULTANT under the phases of the Basic Services as described below. 970715 syn 0071245 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 approvalof 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 tfme 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, unl@ss 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 Deliverables, 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 r~sult 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 Additional 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 that it has the expertise and professional qualifications to furnish or cause to be furnished the S~rvices 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. CONSULTANT will furnish to CITY for approval, prior to execution of this Contract, a list of all individuals and the 970715 syn 0071245 2 names of their employers or principals to be employed consultants. as 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 CONSULTANT will assign PETER BLUHON as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. PETER BLUHON 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 any reason, the appointment of a substitute project director or substitute project coordinator will be subject to the prior written approval of the project manager. 374 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 the Deliverableso 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 theprior written approval of the city manager. 3.6 CONSULTANT will provide CITY with twenty (20) copies of any documents.which are a part of the Deliverables upon their completion and acceptance by CITY. 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. 970715 syn 0071245 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 any, 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 following 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 p~ase of work performed by CONSULTANT. CITY’s estimated time of revlew 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 970715 syn 0071245 4 to review and approve within the estimated time schedule w±ll not constitute a default under this Contract. 4.3 The city manager will represent CITY for all purposes under this Contract. KAREN BENGARD 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 YOUNG TRAN,.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~i.i In consideration of the full performance, of the Basic Services, including any authorized reimbursable expenses, CITY will pay CONSULTANT a fee not to exceed forty-seven thousand one hundred seventy dollars ($47,170). 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 compensat±on set forth in Exhibit "B" will not exceed forty-seven thousand one hundred seventy dollars ($47,170). An employee’s time will be computed at a multiple of one (i.0) 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 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. 970715 syn 0071245 5 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, 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 "B", or within t/%irty (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 CONSULTANTs. 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 be made 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 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. 6970715 syn 0071245 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 ~o any person, property damage or any other loss, caused by or arising out of CONSULTANT’s, its officers’, agents’, consultants’ Qr employees’ negligent acts, errors, or omissions, 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, provis±on, _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 violation by the other party of any covenant, term, condition or provision of this Contract 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 Contgact. 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 and professional 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 or higher 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 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 970715 syn 0071245 7 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 policy or 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. S~CTION I0.WORKERS’ COMPENSATION 10.1 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 OR 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. 11.3 Upon such suspension or termination by CITY, CONSULTANT will .be compensated for the Basic Services and Additional Services 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 8 970715 syn 0071245 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 or suspension of work on the Project by CITY’where CONSULTANT is not in default, CONSULTANT will receive compensation as follows: 11.4.1 For approved items of services, CONSULT~T 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 a notice 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.- fo~ 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 the preceding 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 itsconsultants, 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’s independent 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 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 wil~l not be assignable by operation of law. 970715 syn 0071245 9 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 Palo Alto, CA 94303 TO CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 14. CONFLICT OF INTEREST 14.1 In 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; that [Name of Provider] will pursue an affirmative course of action as required by the Affirmative Action 970715 8yn 0071245 10 Guidelines of the City of Palo Alto; 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 Contract. 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 or the applicable Affirmative Action Guidelines pertaining to 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. 970715 syn 0071245 11 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 this Contract wfll apply to, and will bind, the heirs, successors, 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 ofthis 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. 970715 ,~yn 0071245 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: City Manager Director of Public Works BLUHON PLANNING GROUP Peter Blu Its : Owner Taxpayer’s I.D. No. 564-41-9066 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 970715 syn 0071245 13 CERTIFICATE OF ACK~OWLED~4~NT (Civil Code § 1189) STATE OF COUNTY OF ~%~ ~4~9-- ,, 1997, before me, the undersigned, aNotary Public in and for sald County and State, personally appeared me~4~r proved to me on .the basis of satisfactory evidence to be the person~) whose name(W) is/a~e subscribed to the within instrument and acknowledged to me that he/~ executed the same in his/h~ authorized capacity(ie~), and that by his/~r signature~) on the instrument the person(~, or the entity upon behalf of which the person(~) acted, executed the instrument. WITNESS my hand and official seal. s~r~ of N~ Public COMM. 10512.86 CAUFORNIA 970715 syn 0071245 14 EXHIBIT A SCOPE OF WORK FACILITATION & ARCHITECTURAL SERVICES RELATED TO A MODEST NEW GATEWAY FACILITY AT THE ARASTRADERO PRESERVE Introduction: The City of Palo Alto, Department of Community Services (City), is seeking a qual,i,fied firm (Consultant) to serve as a facilitator during discussions related to the design of a modest (1,200 - 1,500 SF) new gateway/entrance facility at the Arastradero Preserve, Description of Project: The Arastradero Preserve, which is open to the general public, is owned by the City of Palo Alto and consists of 609 acres of rolling grassland with oak forests. It is located on the east side of In-t~rsta~e"280, a quar.ter-mile north of the intersection of Page Mill Road and’- Arastradero Road (refer to Figure 1). Dismantling of existing buildings on the Preserve is currently in progress. If possible, it would be desirable for the new facility to be constructed at least partially of reused materials recycled from the existing structures. In order to determine potential uses, siting, design and cost of a modest new facility, the Consultant will serve as a facilitator between Preserve neighbors, community members, local environmental groups and City staff. The Consultant will be required to le,’id group discussions and prepare conceptual drawings or presentations r~lated to potential uses of a facility (staff use, public, educational, etc.) as well as identify potential sites, design features, building size, cost, etc. While the facilitator does not need to be an architect, a licensed architect should be part of the Consultant team so that ideas for potential facilities can be translated into drawings. PHASE I - Task 1: Identify Needs and Design Parameters Facilitation City shall contact Preserve neighbors, community groups and others that have an interest in the Preserve in order to establish an initial meeting date and location, Additional community meetings will be held over approximately a six-month period. In order to encourage involvement, it is likely that meetings with the community will be held in the evenings. July 14, 1997 Consultant shall facilitate meetings in order to determine potential facility uses and locations. Questions related to the facility may include: Facility Uses: What would the new facility be used for (working spaces for City park rangers, educational purposes, etc.)’? Facility Design: Based on the facility’s use, what size should it be? What should the exterior look like? Are there environmentally-sensitive construction techniques or materials that can be incorporated’? ,,.Where should it be located’? What are security and/or maintenance issues? How will people access the site - will new infrastructure be needed? Will existing parking lots, footpaths, creek crossings, utilities or other infrastructure need to be relocated’? Will new utility lines be needed or are existing lines nearby? -- Task 2: Task3: ff?’epare Conceptual Drawings and Cost Estimates for Potential Fai~ility Types In order to aid in the visualization of potential facility styles, Consultant shall prepare up to four (4) images showing alternatives for the proposed facility’s architectural and landscaping features. The sketches shall be based on, or incorporate, comments or ideas developed during the meetings outlined iiaTask 1 and shall be revised as needed to reflect ongoing comments by staff or the community. Conceptual cost estimates shall be prepared for each of the proposed sketches and shall include the cost of constructing the facility; landscaping; existing and proposed parking; utility and infrastructure requirements; design and construction management costs, and other related costs. Meetings Consultant shall prepare for and actively participate in the following meetings related to Phase I tasks: Community meetings: Four (4) total at approximately 3 hours each. Each meetings may include a formal presentation. Conduct up to twelve (12)stakeholder interviews; prepare internal summary interview findings and recommend potential Task Force candidates to City. July 14, 1997 2 City staff meetings: three (3) at approximately 2 hours each Arastradero Task Force meetings: Seven (7) total at approximately 3 hours each. Architectural Review Board pi’esentation: One (1) formal presentation at approximately, 2 hours. Planning Commission presentation: One (1) formal presentation at approximately 2 hours. City Council presentation: One (1) formal presentation at approximately 2 hours. Consultant shall prepare, agenda for City review prior to community- meetings. C~nsultant shall prepare meeting minutes (for distribution by City) witliin seven (7) days’ after the meeting. Meeting Minutes shall detail key discussion items, resolutions and action items. Task 4: Task 5: Facility Report Consultant shall prepare up to ten (10) copies of a draft report outlining the process that was involved in developing the proposed facility design(s). Consultant shall discuss the recommended design option(s), environmental concerns, conceptual costs, potential uses and other related items. After review of the draft document by City and other interested parties, Consultant shall incorporate written comments into a final report and prepare up to twenty (20) copies for distribution by City. Additional Services (Optional) Consultant shall, upon written direction from the City, prepare or perform any combination of the following on a time and materials basis: []Meetings: prepare for and actively participate in up to three (3) additional meetings, either of the Task Force, City boards (Historic Resources, Architectural, Planning Commission), or community or a combination of the aforementioned. These meetings are estimated to last up to three (3) hours and may include a formal presentation. July 14, 1997 Preliminary Environmental Constraints Analy~;is: review published maps and reports on environmental conditions in the vicinity of the project area; perform a field reconnaissance of the site and prepare a brief report of the findings of the analysis. The analysis will address issues such as: - Geologic hazards on the site as they relate to potential construction activities and post-construction use of the site as well as slope stability and failure potential. As directed by City, report may include issues such as ground shaking intensity, liquefaction potential, landslide hazards, soil conditions (clayey soils), subsurface drainage, eros.ion potential and sediment control during construction. - Water and aquatic resources: The potential for the project to disturb riparian resources or affect water quality. - Sensitive plants: The California Native Plant Society Inventory of rare and endangered plants of California will be consulted to determine the potential for sensitive plant species to be present in the project area. - Sensitive habitat for animals: habitat types for sensitive species potentially present on the site will be preliminarily determined Based on published reports and biological investigations in the vicinity of the proposed project. - Cultural resources: The potential for the project to result in alteration of or destruction of a prehistoric archaeological site will be examined through a project review request to the Historical Resources Information System. Engineering Investigations" investigate site engineering issues such as utilities, creek crossings and hydraulics, road and parking lot design. Reimbursables Reimbursable items may include, but are not limited to: graphic reproduction, document photocopying, postage, telephone and travel. Services and Information Provided by the City: The following information or services will be provided by the City: [] AutoCAD drawing file (and hardcopy) showing the location of existing utility lines and footpaths along the creek from Arastradero Dam to Arastradero Road Survey information related to property line locations Spot-survey information that may be required for sireinvestigations July 14, 1997 4 [] Existing utility information Blueline aerial of part of the Preserve (primarily area near the dam) List of recycled materials (retained by City in storage) that may be incorporated into potential facility design. City open space design guidelines/requirements City will coordinate and arrange for adequate meeting space for the Task Force and Community meetings. This inclutles opening the~ room and setup of chairs and tables. PHASE II -Future Services (the following is provided for information only) After the successful completion of Phase I activities, City w.ill initiate -- negotiations with Consultant for Phase II services, if City is satisfied with the performance and service of Consultant during Phase I. Such services may iffc’lude: -’ Task 6: Task 7: Task 8: Prepare Environmental Assessment Consultant shall prepare environmental analysis of the project in conformance with the California Environmental Quality Act. Consultant shall also prepare Site and Design Review Package in conformance with City ofPalo Alto requirements. Prepare Facility Construction Documents (Plans, Specifications and Construction Cost Estimate) Consultant shall prepare final design plans, specifications and estimates for the facility and any related infrastructure. Construction Services Consultant shall provide construction management services, inspection, testing services and maintenance for any landscaping/seedings. Attachment: Figure 1, Vicinity Map END 5 July 14, 1997 FIGURE ! "n VINCINITY MAPc) I Exhibit B Contract between the City of Palo Alto and Bluhon Planning Group for Consulting Services TASKS CONSULTANT will bill for the tasks below in proportion to the quantum of services performed. Asterisked (*) items will be billed on an hourly basis. Task Fee Not to Exceed o o o Facilitation a. Site analysis, document review.$3~440 b. Stakeholder interviews.$1,440 Prepare Conceptual Drawings and Cost Estimates for up to (4) Alternate Schemes Meetings a. -Prepare for and facilitate (7) Task Force meetings. b. Prepare for and present to ARB, Planning Commission, and City Council, one meeting each. c. Attend three meetings with staff and a site visit. d. Client communications. e. Prepare for and facilitate (4) community meetings. Facility Report Additional Services (Optional) Additional services may include a combination of additional meetings, environmental assessment, civil engineering, or additional planning or architectural work. $9,080 $10,720 ._ $2,000 $2,640 $1,710 * $6,48O $2,400 $4,860 * REIMBURSABLE EXPENSES Reimbursable expenses will be billed at cost. Items may include, but are not limited to: graphic reproduction, document photocopying, postage, telephone, and travel. Travel will be billed for meetings and site visits at $0.32/mile. In-house copies are billed at $0.06/page. The total limit on reimbursable expenses is $2,400. RATE SCHEDULE Additional work will be billed at the following rates: Bluhon Planning Group: Principal, $90/hour; Associate, $45/hour. Arkin Tilt Architects: Principal, $60/hour; Drafting, $40/hour Kleinfelder, Inc.: Doug Bell, P.E., $90/hour Roques Wildland Resources: Principal, $80/hr P~ODUCER Armstrong/Robitaille Ins. 17501 E. 17th St. #200 P.O. Box 4147 Tustin, CA 92781-4147 EXHIBIT C CERTIFICATE OF iNSURANCE 07/03/97DATE’MM’OD’ THIS CERTIFICATE IS ISSUED AS AMATTER OF INFORMATION SVC.ONLY AND CONFERS NO RIGHTSUPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND ORALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE INSURED BLUHON PLANNING GROUP 261 Purdue Avenue Kensington, CA 94708 COVERAGES COMPANY ACNA Insurance Companies COMPANY B CITY-PAk~}-AL-TO COMPANY "C , COMPANY JUL 1 i997 D PUBLIC, W’O~K$ "’""’"’r~’~" THIS IS TO CERTIFY THAT THE POUCIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO POLICY EFFEOTIVE LTR TYPE OF INSURANCE POLICY NUMBER DATE (MMIDD/YY)LIMITS :].566:].221:].08/01/96AGENERAL LIABILITY ,X ~OMMERCIAL GENERAL LIABiLIT~ ~CLAIMS MADE [] OCCUR ~OWNER’S & CONTRACTOR’S PRO1 A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULE D AUTOS X HIRED AUTOS X NON-OWNED AUTOS GARAGE LIABILITY ANY AUTO EXCESS LIABILITY~UMBRELLA FORM OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY THE PROPRIETOR/I I INCLPARTNERS/EXECUTIVE OFFICERS ARE:EXCL OTHER 156612211 o8101196 ,OLIOY EXPIRATION’ DATE (MMIDDIYY)I 08/01/97 GENERAL AGGREGATE PRODUCTS-COMPIOP AGG PERSONAL & ADV INJURY EACH OCCURRENCE FIRE DAMAGE (Any one fire) I MED EXP (Any one person) 08/01/97 COMBINED SINGLE LIMIT BODILY INJURY(Per person) BODILY INJURY(Per accident) PROPERTY DAMAGE AUTO ONLY-EAACCIDENT OTHER THAN AUTO ONLY: EACH ACCIDENT AGGREGATE EACH OCCURRENCE AGGREGATE STATUTORY LIMITS EACH ACCIDENT DISEASE-POLICY LIMIT DISEASE-EACH EMPLOYEE $2,000,000 $2,000,000 sl,_000,000 $i,000,000 ~$ I00,000 $ i0,000 $i,000,000 $ $ $ $ $ $ $ $ DESORI~IONOFOPERATIONSILOCATIONSIVEHIOLESISPEOIALITEMSTen Day Notice of Cancellation for Non Pay will be given Certificate Holder is listed as Additional Insured CERTIFICATE HOLDER ’," : : " City of Palo Alto} Dept of Public Works Attn: Karen Bengard 250 Hamilton Ave. Palo Alto, CA 94301 .I ACORD 25-S (3/93) 1 O! 1 CANCELLATION : SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANYWlLL ENDEAVOR TO MAIL..=gL.O_- DAYS WRYVt’EN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OB LIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY~ ITS AGENTS OR REPRESENTATIVES, JMH ® ACORD CORPORATION 1993 POLICY NUMBER: 156612211 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED = DESIGNATED PERSON or ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART NameofPersonorOrganizatign:City of Palo Alto, Public Works Attn: 250 Hamilton Ave. Palo Alto, CA 94301 SCHEDULE Dept of Karen Bengard Ten D&y N~tice of Cancellation for Non Pay will be given- Certificate Holder is listed as Additional Insured {If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.} WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your operations or premises owned by or rented to you. CG 2O 26 11 85 EXHIBIT D PART II - BID FORMS - CERTIFICATION OF NONDISCRIMINATION SECTION 410 PROJECT TITLE:ARASTRADERO GATEWAY FACILITY Certification of Nondiscrimination: As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment with regards to age, race, color, religion, 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; and that they agree to demonstrate positively and aggressively the principle of equal opportunity in employment. The Bidder agrees specifically: 1.0 To establish or observe employment policies which affirmatively promote opportunities for minority persons at all job levels. 2.0 To communicate this .policy to all persons concerned, including all employees, outside recruiting services, especially those serving minority communities, and to the n~inority communities at large. - 3.0 To take affirmative action steps to hire minority employees within the organization. 4.0 To be knowledgeable of the local, state, and federal laws and regulations concerning affirmative action policies and provide opportunities for employees. Title of Officer Si,~11"fi’~ Signature: (’-[ .~ Please include any additional information available regarding equal opportunity employment programs now in effect within your company. (Please attach addilional pages if necessary) END OF SECTION CITY OF PALO ALTO: CERTIFICATION OF NONDISCRIMINATION IFB 97286 SECTION 410 . ’