HomeMy WebLinkAbout1997-12-15 City Council (23)City of Palo Alto
City Manager’s Report
TO:HONORABLE CITY COUNCIL
FROM:CITY MANAGER DEPARTMENT: PLANNING AND
COMMUNITY ENVIRONMENT
DATE:
SUBJECT:
DECEMBER 15, 1997 CMR:500:97
APPROVAL OF CONSULTANT CONTRACT WITH ROYSTON,
HANAMOTO, ALLEY & ABEY FOR DESIGN CONSULTING
SERVICES
RECOMMENDATION
Staff recommends that Council approve and authorize the Mayor t6 execute the attached
contract with Royston, Hanamoto, Alley & Abey in an amount not to exceed $120,000 for
the period January 1, 1998, to December 31, 2000.
DISCUSSION
Consultant Services Description
The work to be performed under the contract is for design consulting services for the City
Capital Improvement Program (CIP). The scope of services to be provided by the consultant
will generally include:
Providing early input to City departments on the design, architecture, landscape
architecture, art and aesthetic aspects of proposed projects;
Advising the staff CIP Screening Committee during the project evaluation process as
to the scope, design features and aesthetics of the project, and any resulting cost
impacts;
Reviewing draft Request for Proposals (RFPs) for approved CIP projects to ensure
the scope of work and consultant team mix are adequate to address potential
environmental and design issues;
Providing, on a limited basis, project-specific assistance on design features such as
landscaping, design enhancement and art inclusion;
CMR:500:97 Page 1 of 3
On occasion, providing input-and information to the
Commission, Architectural Review Board, Public Arts
Resources Board and Utilities Advisory Commission.
City Council Planning
Commission, Historic
Additionally, it is envisioned that the design consultants, through theh" role in the above
tasks, will be able to identify opportunities for project coordination or revisions that would
incrementally implement broader urban design objects (as identified in such documents as
the Downtown Urban Design Guide and the Comprehensive Plan).
Selection Process
Staff sent RFPs to 17 consulting firms on September 9, 1997. Firms were given 30 days to
respond. Three finns submitted proposals: Royston, Hanamoto, Alley & Abey; Mark
Srebnik; and Freedman, Tung and Bottomley. Proposals ranged from $95 to $135 per hour
for a principal planner with additional varying prices for associates, assistants and technical
staff. Those firms not responding indicated that they did not submit a proposal because they
currently did not have adequate staff to be able to commit to the project because: of the high
volume of development occurring in the region.
A selection advisory committee consisting of two representatives from Planning and one
from the Electric Utility Division interviewed the three firms submitting proposals. The
committee unanimously recommended that Royston, Hanamoto, Alley & Abey be selected
based on their previous experience with the City CIP and their more than satisfactory work
in fulfilling the contract provisions for the past three years. The committee felt that the
commitment of Royston, Hanamoto, Alley & Abey to the City and to use principal partner
Cordelia Hill, at $95 per hour, was the best use of City funds.
The City Attomey has determined that the consultant is not exempt from complying with the
fmancial disclosure provisions of the City’s conflict of interest code.
RESOURCE IMPACT
The 1997/98 Budget approved funding of $40,000 for CIP design consultant services with
50 percent in the Planning Division budget and 50 percent in the Electric Utility budget. The
current CIP design consultant contract with Royston, Hanamoto, Alley & Abey expires on
December 31, 1997, and will utilize $20,000 of the budgeted funds. The attached contract
will provide CIP design consultant service through June 30, 1998, utilizing the remaining
budget of $20,000. Provided the consultant is responsive to the City’s needs, the quality of
the consultants work is acceptable, and City Council continues to authorize $40,000 in
funding in the annual budget, the contract will extend through December 31, 2000.
ENVIRONMENTAL REVIEW
This agreement does not constitute a project under the California Environmental Quality Act
(CEQA), and therefore, no environmental assessment is required.
CMR:500:97 Page 2 of 3
ATTACHMENTS
Attachment A:Contract with Royston, Hanamoto, Alley & Abey
PREPARED BY: James E. Gilliland, Assistant Planning Official
DEPARTMENT HEAD:
KENNETH R. SCHREIBER
Director of Planning and Community Environment
CITY MANAGER APPROVAL:
HARRISON
Assistant City Manager
cc: Royston, Hanamoto, Alley & Abbey
CMR:500:97 Page 3 of 3
AGREEMENT
BETWEEN THE CITY OF PALO ALTO
AND ROYSTON, HANAMOTO~ ALLEY & ABEY
FOR DESIGN CONSULTANT SERVICES FOR THE
CITY’S CAPITAL IMPROVEMENT PROJECTS
THIS AGREEMENT is made and entered into this day of
, 199__, by and between the CITY OF PAL0 ALTO,
a municipal corporation of California, hereinafter referred to as
"CITY," and Royston, Hanamoto, Alley & Abey (Taxpayer Identifica-
tion Number 94-1649892), a California corporation, with offices at
225 Miller Avenue, Mill Valley, CA 94942, hereinafter referred to
as ,’CONSULTANT";
W I T N E S S E T H:
WHEREAS, CITY desires certain professional consultant
services, hereinafter described; and
WHEREAS, CITY desires to engage CONSULTANT to provide
"these services by reason of its qualifications and experience for
performing such services, and CONSULTANT has offered to provide the
required services on the terms and in the manner set forth herein;
NOW, THEREFORE, in consideration of .their mutual
covenants, the parties hereto agree as follows:
SECTION 1 - DEFINITIONS
I.i CITY
The term "CITY" shall mean the City of Palo Alto,
California.
1.2 CITY MANAGER
The term "City Manager" shall mean the duly appointed
City Manager of the City of Palo Alto, California, or his or her
designated representative.
1.3 CITY CLERK
The term "City Clerk" shall mean the duly appointed City
Clerk of the City of Palo Alto, California, or his or her
designated representative.
1.4 RISK MANAGER
The term "Risk Manager" shall mean the duly appointed
Risk Manager of the City of Palo Alto, California, or his or her
designated representative.
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1.5 PROJECT
The term "Project" means the various tasks as outlined in
Exhibit A~ Scope of Services°
SECTION 2 PROJECT COORDINATION
2.1 CITY
The City Manager shall be the representative of CITY for
all purposes under this Agreement. JAMES GILLILAND is designated
as the Project Manager for the City Manager, and he shall supervise
the progress and execution of this Agreement, and shall be assisted
by ERIC RIEL, the Chief Planning Official~
2.2 CONSULTANT
CONSULTANT shall assign a single Project Director to have
overall responsibility for the progress and execution of this
Agreement for CONSULTANT. CORDELIA HILL hereby is designated as
the Project Director for CONSULTANT. Should circumstances or
conditions subsequent to the execution of this Agreement require a
substitute Project Director for any reason, the Project Director
~esignee shall be subject to the prior written approval of the
Project Manager.
SECTION 3 DUTIES OF CONSULTANT
3.1 BASIC SERVICES TO BE FURNISHED
CONSULTANT shall perform each task and provide all
specified services as set forth in Exhibit A, and as otherwise
directed by the City’s Project Manager.
3.1.1 CONSULTANT shall furnish CITY with every
reasonable opportunity for CITY to ascertain that the services of
CONSULTANT are being performed in accordance with the requirements
and intentions of this Agreement.
3.2 ADDITIONAL SERVICES
CONSULTANT shall perform or obtain any and all of the
following Additional Services, not included under the Basic
Services, if so authorized in writing by City’s City Manager and
shall be paid as provided in Section 4 of this Agreement.
3.2.1 Performing any other services that may be
agreed upon by the parties .subsequent to the execution of this
Agreement.
3.2.2 Performing such other additional services
as set forth in Exhibit A.
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3°3 LAWS TO BE OBSERVED
CONSULTANT shall:
3.3.1 Keep itself fully informed of all existing
and future federal, state, and local laws, ordinances, regulations,
orders~ and decrees which may affect those engaged or employed
under this Agreement, any materials used in CONSULTANT’s
performance under this Agreement, or the performance of the
services under this Agreement;
3.3.2 At all times observe and comply with, and
cause all of its subconsultants and employees, if any, to observe
and comply with, the laws, ordinances, regulations, orders and
decrees mentioned above; and
3.3.3 Immediately report to the Project M~nager
in writing any discrepancy or inconsistency it discovers in the
laws, ordinances, regulations, orders, and decrees mentioned above
in relation to any plans, drawings, specifications or prqvisions of
this Agreement.
3.4 RELEASE OF REPORTS AND INFORMATION
Any reports,informationu data or other material given
to, or prepared or assembled by, CONSULTANT or its subconsultants,
if any, under this Agreement shall be the property of CITY and
shall not be made available to any individual or organization by
CONSULTANT or its subconsultants, if any, without the prior written
approval of the City Manager°
3.5 QUALIFICATIONS OF CONSULTANT
CONSULTANT represents that it has the expertise and
professional qualifications to furnish the services described under
this Agreement. As evidence thereof, CONSULTANT warrants that one
or more members of employees of the firm are licensed by the State
of California, as required, and that the services to be provided
under this Agreement will be performed by them or under their
supervision. CONSULTANT may retain the services of a subconsultant
in matters of civil engineering, upon the approval of the City’s
Project Manager.
3.6 COMPLIANCE WITH ADA
CONSULTANT states that it is aware 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 shall comply with or ensure by its
advice that compliance with such provisions will be effected
pursuant to the terms of this Agreement.
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SECTION 4 COMPENSATION
4.1 CONSULTANT’S FEES
4.1.1 Maximum Compensation. In consideration
for the ful! performance of the Basic Services described in Section
3.1 of this Agreement, CITY agrees to pay CONSULTANT a total sum
not to exceed One Hundred Twenty Thousand Dollars ($120,000)
throughout the term of this Agreement. Of that maximum amount, the
total sum payable to CONSULTANT hereunder will not exceed Twenty
Thousand Dollars ($20,000) through the fiscal year ending June 30,
1998; Forty Thousand Dollars ($40,000) for each of the next two
fiscal years; and Twenty Thousand Dollars ($20,000) for the
remaining term of this Agreement commencing July I, 2000, and
ending December 31, 2000. Amounts unexpended in one fiscal year
may be carried over for contractual services in the following year
while this Agreement remains in effect.
4.1.2 Rate Schedule. The amount of CONSULTANT’s
compensation shall be calculated as set forth in Exhibit "B"
entitled "Charges for Services," attached hereto and made a part
hereof by this reference, on a time and materials basis, up to the
maximum amount set forth in paragraph 4.1.1.
4.1.3 Subconsultants. Fees for subconsultants, ~
hired directly by CONSULTANT, shall be approved by CITY in advance
of CONSULTANT’s incurring of such fees.
4.1.4 For Additional Services. For CONSULTANT’s
Additional Services, as may be described in Section 3.2 of this
Agreement, compensatibn shall be as prescribed in accordance with
CONSULTANT’s hourly rates set forth in Exhibit B, plus any other
expenses to be agreed upon, in writing, before the performance of
such services.
4.1.5 For Extra Work or Chanqes. Payment for
extra work or changes in the work not caused or initiated by
CONSULTANT and authorized in writing by the.Project Manager shall
be made within thirty (30) days of submission by CONSULTANT of.a
statement of itemized costs, in triplicate, covering such work.
Prior to commencing such extra work or changes, CONSULTANT and CITY
shall agree upon an estimated not-to-exceed cost for such extra
work. In no event shall CONSULTANT be paid for work which is made
necessary as a result of CONSULTANT’s errors or oversights.
4.2 PAYMENT SCHEDULE
4.2.1 For Basic Services. Payments for the
Basic Services shall be made based on the actual work accomplished
towards the tasks outlined in Exhibit A.
4.2.2 For Additional Services. Payments for
Additional Services of CONSULTANT as defined in Section 3.2 shall
be made as part of the monthly payments for services rendered.
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4.2.3 Deductions. No deductions shall be made
from CONSULTANT’s compensation on account of penalty, liquidated
damages, or other sums withheld from payments to subcontractors or
subconsultants.
4.2.4 Payment Upon Suspension or Abandonment of
Projects. If the Project is suspended for more than three (3)
months or abandoned, in whole or in part, CONSULTANT shall be paid
its compensation for services performed prior to receipt of written
notice from CITY of such suspension or abandonment, together with
any applicable additional and reimbursable expenses then due. If
the Project is resumed after being suspended for more than ninety
(90) days, any change in CONSULTANT’s compensation shall be subject
to renegotiation and, if necessary, approval by the City Manager.
If this Agreement is suspended or terminated for fault of CONSUL-
TANT, CITY shall be obligated to compensate CONSULTANT only for
that portion of CONSULTANT’s services which are of benefit to CITY,
as such determination may be made by the City Manager in the
reasonable exercise of her discretion.
4.3 INVOICING AND VERIFICATION OF COSTS
4.3.1 CONSULTANT shall submit invoices, in
triplicate, on a monthly basis within ten (i0) days after the first
day of each month following the month in which services were
rendered. Such costs shall be identified according to the Scope of
Services tasks in sufficient detail as to provide verification of
the sums invoiced. Invoices shall include all applicable
supporting documentation and shall group charges by task, payroll
costs billed, and other expenses.
4.3.2 CONSULTANT shall maintain books and
records supporting all reimbursable costs incurred in connection
with the services rendered hereunder. CITY shall be granted access
by CONSULTANT to such CONSULTANT’s books and records as are
required to be kept hereunder during the regular business hours of
CONSULTANT.
4.3.3 Invoices with all supporting documentation
as required hereunder shall be submitted to the Project Manager,
CIP Design Coordination, Department of Planning and Community
Environment, City of Palo Alto, P. O. Box 10250, Palo Alto, CA
94303.
SECTION 5 -DUTIES OF CITY
CITY shall provide full information regarding its
requirements for services to be rendered, shall examine documents
submitted by CONSULTANT and shall render decisions pertaining
thereto promptly, to avoid unreasonable delay in the progress of
CONSULTANT’s work, and CITY shall furnish all such information as
.are in CITY’s files or are at its disposal, as may be set forth in
Exhibit A.
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SECTION 6 - TERM
6.1 TERM OF AGREEMENT; TIME IS OF THE ESSENCE
6.1.1 The term of this Agreement shall commence
upon its execution by CITYo Following the receipt of a Notice to
Proceed, CONSULTANT shall commence work on initial tasks or phases
of the Scope of Services. This Agreement shall expire on December
31, 2000, unless sooner terminated by a party°
6.1.2 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 paragraph 6.1.2 shall take
precedence in the event of a conflict with any other covenant,
term, condition, or provision of this Contract.
6.2 TIME OF COMPLETION OF EACH PHASE
6.2.1 CONSULTANT agrees to perform the tasks of
the Scope of Services within the time schedule set forth in Exhibit
"A" provided, however, that any change in the scope of services .or
other changes due to CITY’s operating requirements, or in
connection with other contractorsn or consultants’ operations, may
require the parties’ agreement to a revised time schedule.
6.2.2 CITY agrees to use ordinary diligence in
the performance of any obligation it may expressly undertake to
assist in the implementation of CONSULTANT’s time schedule set
forth in Exhibit "A".
SECTION 6.3 -CITY’S REVIEW AND APPROVAL
Between each task and phase of work there may exist
a review and approval period by CITY. CITY shall use ordinary
diligence in the completion of these tasks, however, CONSULTANT
acknowledges that the interrelated exchange of information among
CITY’s various departments makes it impossible to set a specific
time schedule. Normally, CITY’s estimated period of review and
approval will be furnished to CONSULTANT at the time of submission
of each phase of the work.
SECTION 6.4 -EXTENSION OF TERM
In the event that it is decided by CITY that the services
called for under this Agreement are to be continued, the City
Manager shall have the option to extend the time for completion.
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SECTION 7 -CHANGES IN WORK
CITY may order major changes in the scope or character of
work, and may either decrease or increase the amount of CONSULT-
ANT’s services° In the event that such changes are ordered,
CONSULTANT shall be entitled to full compensation for all work
performed prior to receipt of CITY’s notice of change in work.
SECTION 8 - TERMINATION OR SUSPENSION OF AGREEMENT
8.1 RIGHT TO SUSPEND OR TERMINATE
The City Manager may suspend this Agreement, in whole or
in part, or terminate this Agreement, with or without cause, by
giving fifteen (15) days’ prior written notice thereof to CONSULT-
ANT. Upon receipt of such notice, CONSULTANT shall immediately
discontinue its performance under this Agreement.
CONSULTANT may terminate this Agreement or suspend work
on the Project by giving thirty (30) days’ prior written notice
thereof to CITY, but only in the event of substantial-failure of
performance by CITY or in the event CITY abandons or indefinitely
postpones the Project.
8.2 PAYMENT
Upon such suspension or termination by CITY, CONSULTANT
shall be paid for all services actually rendered to CITY to the
date of such suspension or termination; provided, however, if this
Agreement is suspended or terminated for fault of CONSULTANT, CITY
shall be obligated to compensate CONSULTANT only for that portion
of CONSULTANT’s services which are of benefit to CITY, as such
determination may be made by the City Manager in the reasonable
exercise of her discretion.
8.3 RETURN OF MATERIALS
Upon such suspension or termination, CONSULTANT shall
turn over to the City Manager immediately any and all copies of
studies, reports, sketches, drawings, photographs, maps,
computations, and other data, whether or not completed, prepared by
CONSULTANT or its subconsultants, if any, or given to CONSULTANT or
its subconsultants, if any, in connection with this Agreement.
Such materials shall become .the permanent property of CITY.
SECTION 9 -INDEPENDENT JUDGMENT
Failure ’of CITY to agree with CONSULTANT’s independent
findings, conclusions, or recommendations, if the same are called
for under this Agreement, on the basis of differences in matters of
judgment, shall not be construed as failure on the part of
CONSULTANT to meet the requirements of this Agreement.
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SECTION i0 -ASSIGNMENT; PERSONAL SERVICES;
SUBCONSULTANTS AND EMPLOYEES
i0.i ASSIGNMENT
Both parties shall give their personal attention to the
faithful performance of this Agreement and shall not assign,
transfer, convey, or otherwise dispose of this Agreement or any
right, title or interest in or to the same or any part thereof
without the prior written consent of the other party, and then only
subject to such terms and conditions as the other party may
require. A consent to one assignment shall not be deemed to be a
consent to any subsequent assignments. Any assignment without such
approval shall be void and, at the option of the other party, shall
terminate this Agreement and any license or privilege granted
herein. This Agreement and any interest herein shall not be
assignable by operation of law without the prior written consent of
the other party.
10.2 PERSONAL SERVICES
It is agreed that this Agreement is for the personal
services of CONSULTANT and cannot be performed by any other person
or organization.
10.3 SUBCONSULTANTS; EMPLOYEES
CONSULTANT shall be responsible for employing or engaging
all persons necessary to perform the services of CONSULTANT
hereunder. No subconsultant of CONSULTANT will be recognized by
CITY as such; rather, all subconsultants are deemed to be employees
of CONSULTANT, and it agrees to be responsible for their
performance. CONSULTANT shall give its personal attention to the
fulfillment of the provisions of this Agreement by all of its
employees and subconsultants, if any, and shall keep the work under
its control. If any employee or subconsultant of CONSULTANT fails
or refuses to carry out the provisions of this Agreement or appears
to be incompetent or to act in a disorderly or improper manner, the
employee or subconsultant shall be discharged immediately from the
work under this Agreement on demand of the Project Manager.
SECTION ii -NOTICES
All notices hereunder shall be given in writing and
mailed, postage prepaid, by certified mail, addressed as follows:
To CITY:Office of the City Clerk
Post Office Box 10250
Palo Alto, CA 94303
Copy to:James Gilliland, Project Manager
Planning & Community Environment Dept.
P. O. Box 10250
Palo Alto, CA 94303
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To CONSULTANT: Royston, Hanamoto, Alley & Abey
Attention of the Project Director
at the address of CONSULTANT recited above
SECTION 12 -INTEREST OF CONSULTANT
In accepting this Agreement, CONSULTANT covenants that it
presently has no interest, and shall not acquire any interest,
direct or indirect, financial or otherwise, which would conflict in
any manner or degree with the performance of the services
hereunder. CONSULTANT further covenants that, in the performance
of this Agreement, no subconsultant or person having such an
interest shall be employed. CONSULTANT certifies that no one who
has or will have any financial interest under this Agreement is an
officer or employee of CITYo It is expressly agreed that in the
performance of the professional services required under this
Agreement, CONSULTANT, and any of its subconsultants or employees,
shall at all times be considered independent consultants and not
agents or employees of CITY.
SECTION 13 - INDEMNITY
CONSULTANT agrees to protect, indemnify, and hold~
harmless CITY, its Council members, officers, agents and employees
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’, subconsultants~ or employees’ negligent acts,
errors, or omissions, or willful misconduct, or conduct for which
the law may impose strict liability on CONSULTANT in the
performance of or failure to perform its or their obligations under
this Agreement.
SECTION 14 WORKERS’ COMPENSATION
CONSULTANT, by executing this Agreement, 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 before commencing the
performance of the work of this Agreement.
SECTION 15 INSURANCE
15.1 INSURANCE COVERAGE
CONSULTANT, at its sole cost and expense, shall obtain
and maintain, in full force and effect throughout the entire term
of this Agreement, the insurance coverage described in Exhibit "C",
attached hereto and made a part hereof by this reference, insuring
not only CONSULTANT and its subconsultants, if any, but also, with
the exception of workers’ compensation, employer’s liability, and
professional liability insurance, naming as additional insureds
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CITY, its Council members, officers, agents and employees, and each
of them, concerning this Agreement and the Project.
All insurance coverage required hereunder shall be
provided through carriers with an A. M. Best & Company rating of
A:X or higher that are admitted to do business in the State of
California. Any and all subconsultants of CONSULTANT under this
Agreement shall obtain and maintain, in full force and effect
throughout the term of this Agreement, identical insurance
coverage, with CITY named as additional insured under such policies
as required above.
15.2 EVIDENCE OF COVERAGE
Certificates of such insurance, preferably on the forms
provided by CITY, shall be filed with CITY concurrently with the
execution of this Agreement. The certificates shall be subject to
the approval of the Risk Manager and shall 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 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 shall be kept on
file at all times during the term of this Agreement with the City
Clerk.
15.3 NO LIMIT OF LIABILITY
The procuring of such required policy or policies of
insurance shall not be construed to limit CONSULTANT’s liability
hereunder nor to fulfil! the indemnification provision and
requirements of this Agreement under Section 13 hereof.
Notwithstanding said policy or policies of insurance, CONSULTANT
shall be obligated for the full and total amount of any damage,
injury, or loss caused by the services performed under this
Agreement, including after the Agreement has terminated or expired.
SECTION 16 -AUDITS
CONSULTANT agrees to permit CITY to audit, at any
reasonable time during the term of this Agreement and for three (3)
years thereafter, CONSULTANT’s records pertaining to matters
covered by this Agreement. CONSULTANT further agrees to maintain
such records for at least three (3) years after the term of this
Agreement.
SECTION 17 -AGREEMENT BINDING
The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors,
administrators, assigns, and subconsultants of both parties.
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SECTION 18 WAIVERS
The waiver by either party of any breach or violation of
any term, covenant, or condition of this Agreement, or of any
provisions of any ordinance or lawg shall not be deemed to be a
waiver of any other term, covenant, condition, ordinance, or law or
of any subsequent breach or violation of the same or of any other
term, covenant, conditions ordinance, or lawo The subsequent
acceptance by either party of any fee or other money which m~y
become due hereunder shall not be deemed to be a waiver of any
preceding breach or violation by the other party of any term,
covenant, or condition of this Agreement or of any applicable law
or ordinance.
SECTION 19 -COSTS AND ATTORNEYS’ FEES
The prevailing party in any action brought to enforce the
terms of this Agreement or arising out of this Agreement may
recover its reasonable costs and attorneys’ fees expended in
connection with such an action from the other party.
SECTION 20 - NO IMPLIED WAIVER
No payment, partial payment, acceptance, or partial
acceptance by CITY shall operate as a waiver on the part of CITY of
any of its rights under this Agreement.
SECTION 21 -NONDISCRIMINATION; PENALTY
21.1 DUTY OF CONSULTANT
No discrimination shall be made in the employment of
persons under this Agreement because of the age, race, color,
national origin, ancestry, religion, disability,’ sexual preference
or sex of such person. If the value of this Agreement 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
"Compliance Report--Nondiscrimination Provisions of City of Palo
Alto Contracts" on the form furnished by CITY, attached hereto as
Exhibit "D" and made a part hereof by this reference.
CONSULTANT agrees that each agreement for services from
independent providers shall contain a provision substantially as
follows:
"Provider shall provide CONSULTANT with a
certificate stating that he (or she) is
currently in compliance with all Federal and
State of California laws covering
nondiscrimination in employment; that he (or
she) will pursue an affirmative course of
action as required by the Affirmative Action
Guidelines of the City of Palo~Alto; and that
he (or she) will not discriminate in the
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employment of any person under this contract
because of the age, race, color, national
origin, ancestry, religion, disability, sexual
preference or sex of such person."
21.2 PENALTY FOR DISCRIMINATION
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 Agreement, it shall
thereby be found in material breach of this Agreement. Thereupon,
CITY shall have the power to cancel or suspend this Agreement, in
whole or in part, or to deduct, from the amount payable to
CONSULTANT the sum of Twenty-Five Dollars ($25) for each person for
each calendar day during which such person was discriminated
against, as damages for breach of contract, or both. 0nly a
finding of the State of California Fair Employment Practices
Commission or the equivalent federal agency or officer shall
constitute evidence of a violation of contract under this section.
If CONSULTANT is found in violation of the
nondiscrimination provisions of this Agreement or the applicable
affirmative action guidelines pertaining to this Agreement,
CONSULTANT shall be found in material breach~of this Agreement.
Thereupon, CITY shall have the power tO cancel or suspend this
Agreement, 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 found to have been
in such noncompliance as damages for breach of contract, or both.
SECTION 22 -AGREEMENT CONTAINS ALL UNDERSTANDINGS;
AMENDMENT
This document represents the entire and integrated
agreement between CITY and CONSULTANT and supersedes all prior
negotiations, representations, and agreements, either written or
oral. This document may be amended only by written instrument,
signed by both CITY and CONSULTANT.
//
II
II
//
II
II
II"
II
12
971208 la¢ 0080621
SECTION 23 GOVERNING LAW
This Agreement shall be governed by the laws of the State
of California.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
ATTEST,:CITY OF PALOALTO
City Clerk
APPROVED AS TO FORM~
Mayor
Senior Asst. City Attorney
APPROVED:
Assistant City Manager
Acting Director of
Administrative Services
Its:
Risk Manager
APPROVED AS TO CONTENT:
Director of Planning and
Community Environment
Attachments:
EXHIBIT "A" :
EXHIBIT "B" :
EXHIBIT "C" :
EXHIBIT "D" :
SCOPE OF SERVICES AND TIME SCHEDULE
CHARGES FOR SERVICES
INSURANCE
NONDISCRIMINATION COMPLIANCE FORM
13
971208 1ac0080621
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
STATE OF ~/~- ~ ’’|~A
COUNTY OF ~~~ )
¯On~ " ~ _ ~On ~ ,~ ., 1997, before me,
~~ ~-a Notary P~l~ ~a~ ~r ~~ounty and
Shate, pegsona~fy -appeared ~ ~~~~- ~~ ,
personally kno~ to me or proved t~me ~n the basis 5f satisfactory
evidence to be the person~ whose name&e~ is/a.~e--subscribed to the
within instrument and acknowledged to me that~e/she/~k~y executed
the same in ~-i~s/her/t~authorized capacity(ies), and that by
~%e~her/t~ signature(s) on the instrument the person~, or the
entity upon behalf of which the person4~ acted, executed the
instrument.
WITNESS my hand and official seal.
gnature o Public
14
971208 ia¢ 0080621
EXHIBIT A
SCOPE OF SERVICES AND TIME SCHEDULE
Description of services to be provided by ROYSTON, HANAMOTO, ALLEY
& ABEY hereinafter referred to as "Consultant," to assist various
departments of the City of Palo Alto in incorporating aesthetic,
art and urban design ~elements in City Capital Improvements (CIP)
projects.
SERVICES
All services to be provided by ROYSTON, HANAMOTO, ALLEY & ABEY will
be on an as-needed basis, as determined and directed~by the City’s
CIP Coordination Project Manager. Services shall be provided for
the following tasks:
Task i:The Consultant will be available on an on-call basis to
the various City Departments to provide early input on
the design and artistic aspects of proposed projects,
including but not limited to the need for outside design
services, suggested budget requirements and possible
design related solutions.
Task 2:Advise the Capital Improvements Program Screening
Committee during the evaluation process of CIP projects.
This evaluation process occurs in October and November
each year. The Consultant may be required to attend
Screening Committee meetings.
Task 3:Review draft consultant Request for Proposals, and final
consultant contract agreements, on City projects to
ensure that the scope of work and consultant team make-up
is adequate to address potential environmental and design
issues.
Task 4:Provide project specific assistance on such items as
landscaping, design enhancement, art inclusion, budget,
cost estimates, alternat-ives, opportunities and time
constraints.
Task 5:Assess diverse needs, coordinate and synthesize competing
interests, generate creative but cost effective solutions
and facilitate conflict resolution.
Task 6:
Task 7:
Serve as a facilitator and coordinator in furthering the
principal of inclusion of art, design and aesthetics in
the various projects.
Working with City staff, provide input and information on
an as needed basis to the Planning Commission, the
Architectural Review Board, the Public Arts Commission
and the Historic Resources Board on projects developed
through the CIP program.
971208 lae 0080622
1
Task 8:
Task 9:
Assist the Planning Department in: a) identifying
necessary changes to the Municipal Code and standard
project conditions as used by various departments; b)
working with departments on specific projects; and c)
coordinating specific projects to incrementally implement
broader urban design objectives such as those identified
in the Downtown Urban Design Guide and the Community
Design Element of the Comprehensive Plan, currently being
prepared.
At the discretion of the City (as directed by the City’s
Project Manager), may serve as a future resource for some
review of private projects that impact the public
environment°
97120g lac 00g0622
2
Royston~Hanamoto
Alley &
Abey
EXHIBIT "B"
Landscape Architects & Planners
225 Mtller A\enue, Mill ValteL CA 94941
415 383-7900 Fax: 415 3S3-1433
E-Mail,
75570.3126gCompuserve.com
RHAAI @AOL,com
RHAA @ix.Netcom.com
TERMS OF AGREEMENT BETWEEN CLIENT AND
LANDSCAPE ARCHITECTS AND PLANNERS
I.CHARGES FOR SERVICES
Charges for Basic and Extra Services shall be based on hourly rates not to exceed
the following schedule:
Principals $ 95.00 to $125.00
Associates 60.00 to 90.00
Assistants 50.00 to 80.00
Technical Staff 35.00 to 65.00
Clerica!35.00 to 60.00
Consultants At Cost Plus 10%
Charges for authorized Special Design Consultation and/or Expert Witness Services
shall be based on hourly rates not to exceed the following: "
Principals $150.00 to $200.00
All of these rates are current for six months from the date of Agreement for
Professional Services, but may be increased periodically.
Expenses:
Automobile Travel
Airfare, Car Rental, Per Diem
Blueprints & Reproductions
CADD Plots
$0.31 Per Mile
At Cost
AtCost X 1.25
$2.95/Sq.Ft.
Reimbursable expenses are in addition to the Compensation for the Basic Contract
and include actual expenditures made by the Landscape Architect, their employees,
or their professional consultants in the interest of the project.
II.OWNERSHIP OF DOCUMENTS
Drawings and Specifications, as instruments of service, are and shall remain the
property’ of the Landscape Architects and Planners whether or not the project for
which they are made is executed.
III.
Prmcipals:
Robert N, Royston FASLA - Emeritus
Asa Hanamoto FASLA - Emeritus
Louis G Alley AIA ASLA
Kazuo Abey ASLA L 1037
Harold N, Kobayashi ASLA L 1118
Barbara D, Lundburg ASIA L 1591
Wdliam E, Fee ASLA AICP L 2537
Cordeha L. Hill ASIA APA L 2024
Manuela Anne King ASIA k 3271
PAYMENTS
Invoices for the work shall be rendered monthly in proportion to the amount of
work completed. Invoices unpaid after one month shall be subject to a 1-112
percent per month charge which is an annual rate of 18 percent.
Associates"
Craig B, Hanchett ASLA L t24t 4/97Dooglas Nelson ASLA k 2047
Aditya Advani ASLA
Danielle Machotka ASLA
PRODUCER
Sinclair-Dwyer & Co., Inc.
231 Sansome St. 5th FI.
San Francisco, CA 94104
(415) 781-7830
INSURED
ROYSTON,HAN~24OTO, ALLEY & ABEY
ATTN: DIANE PAULLIN
P. O. BOX 937
MILL VALLEY CA 94942
THIS CERTIFICATE IS ISSUED AS A MATTER OF
INFORMATION ONLY AND CONFERS NO RIGHTS UPON
THE CERTIFICATE HOLDER. THIS CERTIFICATE
DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE
AFFORDED BY THE POLICIES BELOW.
:i."~:(~(;I COMPANIES AFFORDING COVERAGE I~iiiiii~[6~
C0~XNY A: ST PAUL F & M/NORTHBROOK
COMPANY B: INSURANCE CO OF NORTH AMERICA
COMPANY C: GOLDEN EAGLE INSURANCE CORP.
COMPANY D: CONTINENTAL CASUALTY COMP;LNY
This is to certify that policies of in%urance listed below have been issued to the insured nan~d above for the policy period
indicated, notwithstanding any requirement, term or condition of any contract or other document with respec~c 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 .F~glicies. Limits shown may have been reduced by paid claims.co1141:1 INSURANCE I~!~!iI POLICY NUMBER & DATES I I LIMITS I ~!::!~!i
A
A
B
C
GENERAL LIABILITY CK09401453
IX] Comm GeL Liab Eff 06/02/97
[ ] CM IX] Occur
[ ] 0CP Elf / /
[]
[ ]Eff / /
AUTO LIABILITY CK09401453
[X]Any [ ]All Own Eff 06/02/97
[ ]-Schd [X]Hired
[X]Non-Owned Eff / /
[ ] [ ]
GARAGE LIABILITY
[ ]Any Auto Eff / /[ ] [ ]
EXCESS LIABILITY XLXG18887691
[ ]Umbrella Form Elf 06/02/97
[X]Other Than Umb
WC/EMP LIABILITY N-WC32219402
[X]mncl [ ]Excl Eff 09/01/97
Prop/Part/Execs
PROFESSIONAL LAN002349703
LIABILITY Eff 10/23/97
Exp 06/02/98
Sxp / /
sxp / /
S×p 06/02/98
Sxp / /
Exp / /
Exp 06/02/98
Exp 09/01/98
$2,000,000
$2,000,000
$1,000,000
$1,000,000
$50,000$5,000
$I,000,000
$
$
$
$$$
General Agg
Pro/Co Ops Agg
Pers/Adv Inj
Ea Occurrence
Fire Damage
Medical Exp
CSL
BI (person)
BI (accident)
Property Dam
Auto-Each Acc
0ther-Ea Acc
-Aggregate
$2,000,000
$2,000,000$0
[X]WC Star Lmts [ ]Other--
$1,000,000 EL Each Acc
$1,000,000 EL Dis-Pol Lmt
$1,000,000 EL Dis-Ea Emp
Occurrence
Aggregate
ItETENTION
D $1,000,000 CLM/ANN AGGR
Exp 10/23/98 $15,000 DED
Description of operations/locations/vehicles/special items
THE CITY OF PALO ALTO, ITS OFFICERS, EMPLOYEES & AGENTS ARE N~24ED
AS ADDITIONAL INSURED UNDER THE GENERAL LIABILITY, AUTO LIABILITY &
EXCESS LIABILITY RE: CIP DESIGN CONSULTATION #94035. FOR NONPAYMENTOF PREMIUM, CANCELLATION NOTICE IS 10 DAYS. FAX ~o. 650-329-2~68.
I CANCELLATION t ......~.~i!!il CERTIFICATE HOLDER Should any of the above described policies
CITY OF PALO ALTO, ETAL
PL;LNNING & COF~4UNITY ENVIRONMENT
P. O. BOX 10250
PALO ALTO CA 94303
be cancelled before the expiration date
thereof, the issuing company will endeavor
to mail 30 days written notice to the
certificate holder named to the left, but
failure to mail such notice shall pose no
obligation or liability of any kind upon
the company, its aggnts2~ reps.
//~/~/~~ _/z ~~pr e s ~n t a t i v eI ,
EXHIBIT "D"
CERTIFICATION of NONDISCRIMINATION SECTION 410
Certification o[ Nondisurirnination: As suppliers of goods or services to the City of Pale Alto,
. the firm and individuals li~ted below certifies 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 minodty persons at all job levels.
2.0 To com.municate this policy to all persons concerned, in~;luding all employees,
outside recruiting services, especially those serving minority communities, and to
the minority communities at large.
Firm:
3.0 To take affirmative action steps tO hire minodty 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..
R?yston Hanamoto Alley &Ahey DATE:_Octob_er i: 1997
Title of Officer Signing: C.ordelia L. Hill, Principal
Please include any additional information available regarding equal opportunity employment
programs now in effect within your company.
We are a minority-owned firm and have had an Affirmative Action__program
implemented for the past 35 years.
(,Please atlach additional pages if necessary)
END OF SECTION
CITY ofPALO ALTO Non.d,$~iminal~n(6/g4)SECTION 410-1