HomeMy WebLinkAboutStaff Report 150-06City of PaSo ARo
CRy epo t
TO:HONORABLE CITY COUNCIL 6
FROM:CITY MANAGER DEPARTMENT: PUBLIC WORKS
DATE:MARCH 6, 2006 CMR:150:06
SUBJECT:APPROVAL OF: 1) OFFER AND AGREEMENT TO PURCHASE
TRANSFERABLE DEVELOPMENT RIGHTS AND DECLARATION OF
COVENANTS AND RESTRICTIONS FOR HISTORIC PRESERVATION
OF PALO ALTO CHILDREN’S LIBRARY; 2) BUDGET AMENDMENT
ORDINANCE IN THE AMOUNT OF $1,384,542; 3) A CONTRACT WITH
BRCO CONTRACTORS IN THE AMOUNT OF $2,646,000 FOR
EXPANSION AND IMPROVEMENT OF THE CHILDREN’S LIBRARY;
4) CONSTRUCTION CONTINGENCY OF $317,520; AND
5) AMENDMENT NO. 2 TO CONTRACT NO. C05108354 WITH
ARCHITECTURAL RESOURCES GROUP, ARCHITECTS, PLANNERS
& CONSERVATORS, INC. IN THE AMOUNT OF $32,850 FOR
CONSTRUCTION ADMINISTRATION-RELATED SERVICES, CAPITAL
IMPROVEMENT PROGRAM PROJECT PE-04010
RECOMMENDATION
Staff’recommends that Council:
Accept the high bid for transferable development rights from the Palo Alto
Children’s Library, 1276 Harriet Street, by authorizing the Mayor to execute the
attached Offer and Agreement to Purchase Certified Development Rights and its
attached Certification of Transfer of Development Rights accepting the high bid
in the amount of $237,500 submitted by The Banatao Heritage Trust (Attachment
A); and an Agreement and Declaration of Covenants and Restrictions for Historic
Preservation, Palo Alto Children’s Library (Attachment B).
o Approve a Budget Amendment Ordinance (Attachment C) to add $1,384,542 to
the project budget. CIP Page for Children’s Library Improvements (PE-04010) is
attached for reference (Attachment D).
Approve and authorize the City Manager to execute the attached contract with
BRCO Contractors in the amount of $2,646,000 for expansion and improvement
of the Children’s Library (Attachment E). Bid Summary and Certificate of Non-
Discrimination are also attached. (Attachments F & G)
CMR:150:06 Page 1 of 10
Authorize the City Manager or his designee to negotiate and execute one or more
change orders to the contract with BRCO Contractors for related, additional but
unforeseen work which may develop during the project, the total value of which
shall not exceed $317,520.
Approve and authorize City Manager or his designee to execute a second
amendment (Attachment H) to the contract (C05108354) with Architectural
Resources Group in the amount of $32,850 for additional construction
administration-related services.
BACKGROUND
On February 10, 2003, the City Council approved a public-private partnership between the City
and the Friends of the Palo Alto Library (Friends) to support the fundraising effort that the
Friends proposed for the renovation and expansion of the Children’s Library. At that meeting,
the Council deferred designing a renovation and upgrade of the existing Children’s Library until
December 31, 2003 when the results of the Friends and Palo Alto Library Foundation
(Foundation) efforts would be known. The City’s Infrastructure Management Plan included
needed renovations and upgrades to the existing building to meet seismic and accessibility
(ADA) code requirements and to replace aged mechanical and electrical systems. The Friends’
and Foundation’s fundraising was targeted at adding a north wing expansion to the project and to
raise half the funds needed for construction of that project. At its March 1, 2004 meeting, the
City Council approved a cost sharing agreement between the City, the Friends and the
Foundation for the Children’s Library renovation and expansion. Under the terms of the
agreement the Friends and Foundation committed to contribute $960,000 to fund project
construction costs with the City covering the remaining construction costs along with project
design and construction administration costs.
On October 25, 2004, the City Council approved an amendment to the City’s agreement with the
Friends and Foundation that provided for a small south wing expansion to the project to provide
for needed program space (CMR:450:04). Under the amendment the Friends and Foundation
committed to another $170,000 towards project construction for a total contribution of $1.13
million. At that time, construction was estimated to be $2.26 million. The Friends’ and
Foundation’s contributions amounted to half this cost with the City committed to covering
remaining project costs.
On June 28, 2004, the City Council awarded a design contract to Architectural Resources Group
(ARG) for the Children’s Library renovation and expansion (CMR:340:04) and on July 18, 2005,
Council awarded a contract to NOVA Partners, Inc. for construction management services for
the Children’s Library project (CMR:326:05).
On August 1, 2005, Council approved a resolution designating the Palo Alto Children’s Library
an eligible "sender site" in the City’s Transfer of Development Rights (TDR) program
(CMR:340:05). On September 19, 2005, Council approved the Request for Proposals (RFP) for
the sale of 2,500 square feet of Certified Development Rights from the Palo Alto Children’s
Library (CMR:376:05). One purpose of the TDR program is to encourage and support the
CMR:I50:06 Page 2 of 10
rehabilitation of historic buildings. The program provides a floor area bonus for the qualified
rehabilitation of Category 1 and 2 historic buildings which are either owned by the City of Palo
Alto or located in the Downtown CD zone district. The size of the bonus is 2,500 square feet, or
25% of the existing building, whichever is greater. Floor area bonuses may be transferred (sold)
from eligible "sender" sites for use on eligible "receiver" sites in the Downtown. For City-
owned property, floor area bonuses from eligible sender sites must be sold by the City on the
open market through a public bid process. Funds from the sale must then be used to rehabilitate
eligible City-owned historic buildings.
DISCUSSION
The Children’s Library project will rehabilitate the plumbing and electrical systems, add new
heating, ventilation, and air conditioning systems, add a fire sprinkler system, and seismically
stabilize the original 3,400 sf building. The project will also construct a 1,892 sf single story
North Wing addition and a 709 sf single story South Wing addition. The total area of the library
will become approximately 6,000 s£
Attachment I is a summary of project costs and funding to date for the Children’s Library
project. The cost analysis shows that the project is under funded by $649,825. The majority of
this shortfall is due to the project’s construction cost which is $430,520 short based on the low
bid received from BRCO Contractors plus a needed 12% construction contingency. The
remaining project cost shortfall of $219,305 is due to unanticipated design costs related primarily
to meeting historic preservation requirements and testing for the "green" HVAC system planned
for the project. Details leading to the budget shortfall are further discussed in this report.
Staff met with the Friends and Foundation to explore the possibility of sharing the cost of the
construction shortfall 50/50 as provided for in the cost sharing agreement. Since that meeting the
Friends have declined to participate further in the project cost. (See their email and its
accompanying spreadsheet showing the Friends’ available funds Attachments J and K.) The
Foundation has already committed $660,000 which is one fourth (their share) of the construction
cost. The Foundation also plans to raise additional funds to cover the cost of furniture, fixtures,
and equipment for the Children’ s Library.
This leaves the Council with the following alternatives:
Fund the $649,825 shortfall using Infrastructure Reserve (IR) funds.
Since all the funds in the Infrastructure Management Plan (IMP) have been
allocated to projects according to need and priority, funds to one project come
at the expense of other projects. If Council were to select this option,
staff proposes to defer the Foothills Park Interpretive Center Rehabilitation
Project ($210,000) because of the lower usage of that facility relative to the
Children’s Library, and the Cubberley Restroom Renovation Project
($240,000) as it was not originally part of the IMP. With these projects
deferred, the IR will still need to fund $199,825 of the $649,825 project
budget shortfall. Deferral of these two projects will only provide temporary
CMR:150:06 Page 3 of 10
relief to the IR. These projects will require funding in the future once their
deferral ends and they will cost more then due to inflation.
If Council approves this alternative:
a. The project will proceed as planned.
b. Library services for children will be improved.
c. Two other projects will be postponed.
Cancel the Children’s Library Expansion & Improvements Project.
This would require rejection of all construction bids and rejection of all outside funding
gathered to date (total funding - City funds = outside funds; $3,137,717 - $1,350,000 =
$1,787,717). Rejection of outside funding makes a future return to those sources for
money unlikely.
If Council approves this akernative:
a. Library services for children would not be improved.
b. Deterioration of the historic building would continue.
Postpone the project until additional outside funding can be found.
This would require that the construction and TDR bids be rejected, since sufficient
outside funding cannot be secured before the bids expire on March 10. Re-bidding and
other associated costs would likely add to the cost of the project as would any inflation
that would occur in the meantime.
Fund the additional cost from the General Fund’s Budget Stabilization Reserve (BSR).
a. This option will reduce the BSR slightly; however, it will not impact the IR.
b. This option will help preserve the remaining IR balance in light of Council’s goal
to find additional funding for infrastructure.
Offer and A~,reement to Purchase Certified Development Rights
Following Council’s approval of the RFP on September 19, 2005, staff solicited bid proposals by
sending information flyers to persons owning eligible "receiver sites" in the CD District, persons
on the Real Estate Division "Surplus Property Mailing List," local developers, and others likely
to be interested in the offering. Staffalso advertised the sale in the San Jose Mercury News, San
Jose Business Journal, and the Palo Alto Weekly.
The RFP offered the opportunity to purchase 2,500 square feet of floor area bonus, available for
sale in 500 square foot tots.
On November 8, 2005, the following written bids were received:
Bidder No. of 500 s.f. lots Bid Amount/lot
1. 278 University Investors, LLC 3 $45,500
2. The Banatao Heritage Trust 5 $47,500
Total
$136,500
$237,500
CMR:150:06 Page 4 of 10
The Offer and Agreement to Purchase Certified Development Rights accepting the high bid
submitted by the Banatao Heritage Trust is attached.
During its September 19, 2005 discussion prior to approving the RFP, Council members
expressed concern that the minimum bid of $42,500 for each 500 square foot lot was too low
considering the value of each lot in terms of parking exemption. The Zoning Code provides that
the first 5,000 square feet of TDR transferred to an eligible receiver site are exempt from parking
requirements. The parking requirement in the Downtown is one space per 250 square feet of
floor area, and parking for new non-exempt development must be provided on site or a fee of
$53,000 per space is assessed by the University Avenue Parking In-Lieu Fund. As required by
the City’s Procedure for Sale/Transfer of Development Rights for City-owned property, staff had
the TDRs appraised to determine the minimum bid. The appraisal determined a minimum bid of
$42,500 for each 500 square foot lot based on current market conditions including: 1) lower
rental rates and higher development costs which have depressed the effective demand for new
construction; 2) the fact that the economic benefit of waiving onsite parking requirements and
fees for parking-exempt floor area is offset by the lower value of downtown office space that is
deficient in onsite parking; and 3) the fact that privately owned TDR’s have been available on
the market for some time without a purchase being consummated.
The City received two bids for its TDRs, both of which are higher than the minimum bid
($45,500 and $47,500 per lot) but not equivalent to the $53,000 assessment district fee per space.
However, based on the professional appraisal and the well-advertised RFP, staff believes the bids
are competitive and recommends Council approve the high bid. Rejection of the bids would
mean the $237,500 from the high bid would not be available for the Children’s Library project.
The development rights cannot be sold after the project has been completed.
Project funds were expended to complete the steps involved in the TDR process including the
preparation of a historic structures report (HSR). To date, about $24,000 has been committed or
spent. These costs were not anticipated at the time the project budget was established.
Agreement and Declaration of Covenants and Restrictions for Historic Preservation
As a condition of the sale of TDR, the Municipal Code requires that the sender site be subject to
a covenant running with the land and requiring that the historic building be rehabilitated and
maintained in conformance with the Secretary of Interior’s Standards and Guidelines for
Rehabilitation of Historic Buildings. In the case of sender sites owned by the City, this covenant
must be held by a qualified and disinterested third party.
For the Children’s Library, staff has negotiated a proposed protective covenant with Palo Alto
Stanford Heritage (PAST) (See Attachment B). Formed in 1987, PAST is a local nonprofit
organization exempt from taxation under Internal Revenue Code Section 501(c)(3) and
supporting the preservation of historic architecture, neighborhoods, and character in the greater
Palo Alto-Stanford area. If approved by Council, the attached covenant with PAST will be
recorded against the Children’s Library property and includes provisions that:
CMR:150:06 Page 5 of 10
Palo Alto will maintain the Children’s Library site (consisting of the library building and
adjacent garden) in accordance with the Secretary of Interior’s Standards and Guidelines
for Rehabilitation of Historic Buildings and the recently approved project plans. These
plans may be modified in the future under regular City procedures, but advance notice to
PAST and compliance with the Secretary’s Standards is required. PAST may require that
the City obtain a qualified independent historic preservation expert to evaluate whether
the changes conform to the Secretary of the Interior’s Standards.
Following completion of construction, the Department of Public Works will prepare an
annual report on the Children’s Library site for review by PAST and the Historic
Resources Board, describing recent repairs, maintenance and alterations to the site, and
identifying any changes that are planned.
Disputes will be resolved through arbitration if necessary. Because PAST’s financial
resources are limited, if there is an arbitration, the City will pay the arbitrator’s fees and a
portion of PAST’s expenses.
Construction Contract
All of the bidders on this project were prequalified as noted in the staff report approving the
contract with NOVA Partners for construction management services (CMR:326:05).
Prequalification of contractors is used on projects where specialized knowledge or qualifications
are critical to successful completion of a construction project. The Children’s Library Expansion
and Improvement Project entails historic rehabilitation, seismic upgrade, and complete
renovation of all building systems. Prequalification of contractors ensured that the contractors
that bid on the project had the knowledge and experience with the construction and demolition
requirements particular to this historic structure. The prequalification process followed the
guidelines set forth in the City Manager’s Policy and Procedure, "Prequalification of
Contractor."
Prequalification materials included:
Request for Pre-qualification of Bidders;
public notice of the distribution of a Request for Pre-qualification of Bidders;
Notice to Bidders; and
Pre-qualification Questionnaire
The prequalification packets were available starting on October 13, 2005 and completed
questionnaires were due on November 1, 2005. The availability of the pre-qualification packets
was advertised in the same manner as a construction bid.
A scorecard was used to rank contractors’ responses to the questionnaire to determine, as
objectively as possible, whether a contractor was sufficiently qualified or not. Staff and the
City’s construction manager, NOVA Partners, independently scored the questionnaire responses.
Of the twelve contractors who submitted responses, seven were deemed qualified. Those who
had failed to provide sufficient information to demonstrate experience with historic rehabilitation
were deemed unqualified. Prospective bidders were given an opportunity to dispute the City’s
determination, but none requested a dispute hearing.
CMR: 150:06 Page 6 of 10
Invitations for bid were mailed to the seven prequalified contractors on November 29, 2005 and
bids were opened on January 10, 2006. The following is a summary of the bid results:
Construction Contract Bids
Bid Name/Number
Proposed Length of Project
Number of Bids Mailed to
Contractors
Number of Bids Mailed to Builders’
Exchanges
Total Days to Respond to Bid
Pre-Bid Meeting?
Number of Company Attendees at
Pre-Bid Meeting
Number of Bids Received:
Bid Price Range
Summary of Contract Bid Process
Children’s Library Expansion and Improvements Project,
IFB 115304
12 months
7
35
Yes
2
4
From a low of $2,646,000 to a high of $3,457,000
*Bid summary provided in Attachment F.
Staff reviewed all bids submitted and recommends that the bid of $2,646,000 submitted by
BRCO Contractors be accepted, and that BRCO Contractors be declared the lowest responsible
bidder. The bid is 10 % above the engineer’s estimate of $ 2,4 million. The contingency amount
of $317,520, equaling 12 % of the total construction contract, is requested because of the greater
possibility of unknown conditions in a historic building than in standard construction. Staff
would have preferred a higher construction contingency of 15%, but because of cost concerns is
only requesting 12% and believes this amount will be adequate.
Staff confirmed with the Contractor’s State License Board that the contractor has an active
license on file. Staff checked references supplied by the contractor for previous work performed
and found no significant complaints. Other information given in the pre-qualification packet has
also been verified. One of the other bidders wrote a letter of protest concerning awarding this
project to BRCO. The City looked into the concerns, responded accordingly, and the protest was
not upheld.
The City’s contract with ARG also needs to be amended in the amount of $32,850 to provide for
construction administration-related services. These services include:
Reviewing required contractor submittals for conformance with the project plans and
specifications.
n Answering design related questions from the contractor.
m Responding to information requests that City staff get from other entities.
n Any design work associated with change orders.
m Provision of a landscape maintenance plan for maintenance of the Secret Garden after project
completion.
CMR:I50:06 Page 7 of 10
Completing a Life Cycle Cost Analysis for the mechanical system as required for CARE
grant from City of Palo Alto Utilities.
Coordination with Construction Manager
RESOURCE IMPACT
As discussed above, total project costs for the Children’s Library are estimated to be $3,787,542
while identified project funding is $3,137,717, resulting in a budget shortfall of $649,825 (see
Attachment I). There are several reasons for this shortfall.
Construction costs for the project have increased dramatically since fundraising and design for
this project began. Inflation over the three years since the original cost estimates were prepared
has been greater than it has been in the past and significant increases in concrete, wood and steel
prices have occurred along with large fuel cost increases. Several unanticipated design details
were required to preserve the Children’s Library’s historic nature. These details also contributed
to increased construction costs. Overall, the low bid for construction was about 10% above the
engineer’s estimate of $2.4 million which is not out of range by industry standards although it
results in a construction shortfall of $430,520 as previously discussed.
Project design costs have also increased for the following reasons:
Soil thermal conductivity testing was needed for "green" elements such as the heating/air
conditioning system which will use a sustainable ground source heat pump system
eliminating the need for bulky roof mounted HVAC units that would conflict with the
building’s historic roof tiles.
HUD grant funding required Federal environmental clearance under the National
Environmental Protection Act (NEPA) in addition to the CEQA clearance already
provided for in the Library Bond process that failed in Fall 2002. This resulted in
additional documentation (Section 106 Report) being prepared requiring review by the
State Historic Preservation Office (SI-]PO).
The TDR process also required unanticipated additional work to prepare another historic
preservation document (a Historic Structures Report) as specified in the City’s TDR
Ordinance.
Lastly, incidental costs directly related to the project such as the relocation of an
electrical transformer that was in conflict with the north wing expansion and additional
hazardous materials testing (asbestos and lead paint) were expended during project
design and not anticipated when the original project budget was prepared.
These additional design costs amount to $219,305 of the estimated project budget shortfall
(see Attachment I).
Approving the attached Budget Amendment Ordinance will bring the total budget for this project
to $3,787,542 from seven sources.
C_MR: 150:06 Page 8 of 10
A summary of the budget changes and associated funding sources are shown in the table below.
Adopted Budget to Budget Adjusted Budget
date Changes Column C
(Column A)(Column B)(Column A +
Column B)
Project Cost
Design and Construction $2,403,000 *$1,384,542 $3,787,542
Total Project Cost $2,403,000 $1,384,542 $3,757,542
Sources
Palo Alto Foundation (PALF)
Friends of the Palo Alto Librar~ (FOPAL)
HUD Grant
Arilla~a Donation
City of Palo Alto infrastructure reserve
Sale of Transferable Development Riooht -
Children’s Library
City of Palo Alto Utilities Department CARE
Program
Total Sources
$ 515,000
$ 398,000
$ 90,000
$ 50,000
$!,350,000
0
$ 145,000
$ 75,000
$ 267,217
0
$ 649,825
$ 237,500
$ 660,000
$ 473,000
$ 357,2t7
$ 50,000
$1,999,825
$ 237,500
0 $ t0,000 $ 10,000
$2,403,000 $1,384,542 $3,787,542
* does not include staff support of $194,415
** net of amendment of $585
POLICY IMPLICATIONS
The proposed sale of Certified Development Rights is in accordance with Chapters 18.87, 18.49
and 18.32 of the Zoning Code and the City Manager’s Procedures for Sale/Transfer of
Development Rights for City-Owned Property.
The recently released survey of the Palo Alto Library system found that the provision of more
children’s services is a high priority to the public. The survey also found that the Children’s
Library has earned great loyalty from its constituency. Nearly doubling the size of the
Children’s Library, rehabilitating the building to meet present standards, and preserving its
historic integrity are consistent with any objectives for library improvements.
ENVIRONMENTAL REVIEW
This project is a modified version of the previously approved project that was developed for the
City’s November 2002 bond measure. The previous project underwent environmental review
pursuant to the California Environmental Quality Act (CEQA), including a Mitigated Negative
Declaration (MND), Resolution No. 8183, which was approved by Council and included both
north and south wing additions that were larger than the current project described in this report.
Due to the historic significance of the building and funding from HUD, additional environmental
review under the National Environmental Protection Act (NEPA) was conducted along with
required design review by the State Historic Preservation Office (SHPO). Because of its
historical significance, the MND requires expansion of the Children’s Library to adhere to the
Secretary &the Interior’s Standards for Rehabilitation and Guidelines for Rehabilitating Historic
Buildings. An addendum to the MND consistent with CEQA Guideline Section 15164 and an
updated NEPA review was completed in September 2005 to represent the current reduced scale
project. These documents were considered with the Planning Director (Architectural Review)
CMR:150:06 Page 9 of 10
approval which occurred on October 4, 2005. The project, including any seismic and ADA
retrofits, will be done in accordance with the mitigation measures of the MND, MND Addendum
and NEPA environmental analysis and monitored in accordance with the mitigation monitoring
plan adopted with the MND/Addendum See Attachment L (for Council only).
ATTACHMENTS
Attachment A:
Attachment B:
Attachment C:
Attachment D:
Attachment E:
Attachment F:
Attachment G:
Attachment H:
Attachment I:
Attachment J:
Attachment K:
Attachment L:
Offer and Agreement to Purchase Certified Development Rights
Protective Covenant with PAST for Children’s Library
Budget Amendment Ordinance
C]~ Page for Children’s Library Improvement (PE-04010)
Contract
Bid Summary
Certificate of Nondiscrimination
Amendment #2 to the Architectural Resources Group contract
Project Cost Analysis
Letter from the president of Friends of the Palo Alto Libraries
Friends Notes on the Children’s Library Cost Overrun
Children’s Library Mitigated negative Declaration and Addendum (for Council
only)
PREPARED BY:
DEPARTMENT HEAD:
CITY MANAGER APPROVAL:
SARTOR
~nt Director of Public Works
WILLIAM W. FELLMAN
~Re~rlperty
GLENN ROBERTS
Assistant City Manager
Architectural Resources Group
NOVA Partners
BRCO Contractors
The Banatao Heritage Trust
Palo Alto Stanford Heritage
CMR:!50:06 Page 10 of 10
ATTACHMENT A
PROJECT: TDR Children’s Library
OFFER AND AGREEMENT TO PURCHASE CERTIFIED DEVELOPMENT RIGHTS
(Full Cash Payment)
SELLER:CITY OF PALO ALTO
BIDDER: The Banatao Heritaqe Trust
In consideration of SELLER’S proposal to sell the development rights described and shown on the form
of Certification of Transfer of Development Rights labeled Exhibit A, attached hereto, by competitive bids
to be received Tuesday, November 8, 2005, BIDDER agrees to purchase said development rights as
follows:
Number of 500 square foot lots: 5 (number)Five (number in words) for a sum of:
Forty Seven Thousand Five Hundred Dollars (Amount in words) $47,500 (Amount in numbers)
for each lot,
and herewith, in accordance with subparagraph 6 below, gives SELLER a good faith deposit (Proposal
Deposit) in the amount of $ $23,750 .
This bid is conditioned upon and made with the understanding that:
Upon notice from SELLER’S Real Estate Division that BIDDER is a qualified high bidder, in
all or in part, BIDDER shall within 7 calendar days after said notice pay SELLER an
additional sum equal to the difference between the good faith deposit and 20% of the total
amount bid. Should BIDDER, for any reason whatsoever, fai! to pay to SELLER said
additional amount, said good faith deposit shall be retained by SELLER as set forth in
subparagraph 7 below.
Within thirty (30) days after BIDDER has paid SELLER the additional sum referred to in
Paragraph 1 above, SELLER shall consider this bid and accept or reject it.
Should this bid be rejected by SELLER or should SELLER fail to accept or reject this bid
within the time period set forth in Paragraph 2 above, BIDDER may withdraw this bid and
all money paid to SELLER by BIDDER shall be refunded to BIDDER.
If this bid be accepted all or in part by SELLER, said good faith deposit and the additional
sum paid to SELLER as provided in Paragraph 1 above shall constitute a portion of the
agreed purchase price paid to SELLER, with the balance to be paid within 60 days of
SELLER’S written notification to BIDDER of SELLER’S acceptance of the bid.
10.
11.
Upon payment of the purchase price, SELLER shall deliver to BIDDER a recorded
Certification of Transfer of Development Rights in the form of Exhibit A.
The good faith deposit and the additional sum referred to in Paragraph 1 above shall be in
the form of a cashier’s or certified check made payable to the City of Palo Alto. The good
faith deposit must be submitted together with this Agreement. Said good faith deposit shall
be held by the SELLER as a guarantee securing the obligations BIDDER agrees to
assume in this Agreement. BIDDER agrees that in the event that this Offer and Agreement
to Purchase Certified Development Rights is accepted by SELLER and BIDDER fails to
meet the terms hereof, said good faith deposit and the additional sum referred to in
Paragraph I represent a fair and reasonable estimate of SELLER’S costs in connection
with this transaction, and BIDDER further agrees that said sum shall be retained by
SELLER as compensation for said costs.
tn addition to the amount specified in Paragraph 6 above, BIDDER shall pay all recording
fees applicable to this transaction.
This Offer and Agreement to Purchase Certified Development Rights may be withdrawn at
any time prior to the time set for opening bids. Except as provided under Paragraph 3
above, it may not be withdrawn after the time set for such opening.
SELLER reserves the right to reject any or all bids and to accept bids, all or in part, which
will, in its opinion, best serve the public interest. In the case of competing identical bids,
the first received bid will take precedence.
The purchase of Certified Development Rights includes no guarantee of a receiver site.
Zoning regulations may be changed at any time.
All documents, correspondence, and communications concerning this transaction shall be
directed as follows:
TO: BIDDER TO: SELLER
The Banatao Heritaqe Trust
(Name)
400 HAMILTON AVE., STE. 205
(Address)
PALO ALTO, CA 94301
CITY OF PALO ALTO
clo Real Estate Division
250 Hamilton Avenue
P.O. Box 10250
Palo Alto, CA 94301
Attn: Bill Fellman
Telephone:650-473-6750
12.Time is of the essence of this Agreement.
2
BIDDER hereby submits this offer with full cognizance of the terms and conditions contained herein.
S I G~ RE~,~.~ B I D D ER(S)
SELLER has considered and accepts this offer:
Date
ATTEST:
CITY CLERK
By
SELLER:
CITY OF PALO ALTO
By
MAYOR, CITY OF PALO ALTO
APPROVED AS TO FORM:
CITY ATTORNEY
By
RECOMMENDED FOR APPROVAL:
DIRECTOR, PLANNING & COMMUNITY DEVELOPMENT
By
Exhibit A
This document is recorded
for the benefit of the City
of Palo Alto and is entitled
to be recorded free of charge
in accordance with Section 6103
of the Government Code.
After Recordation, mail to:
REAL PROPERTY MANAGER
City of Palo Alto
P. O. Box 10250
Palo Alto, CA 94303
APN:
Project:
File No.:
147-02-018
Children’s Library,
1276 Harriet Street
CERTIFICATION OF TRANSFER OF DEVELOPMENT RIGHTS
Palo Alto Children’s Library
1276 Harriet Street
APN 147-02-018
io
m o
C o
m o
The City of Palo Alto, a municipal corporation ("City") is
the owner of a parcel of real property (the "Historic Site"),
generally known as the Palo Alto Children’s Library, located
at 1275 Harriet Street, City of Palo Alto, County of Santa
Clara, State of California and more particularly described in
Exhibit "A" attached to this document and made a part of it.
On August 8, 2005, the Palo Alto City Council designated the
Historic Site eligible as a "Sender Site" in the Transfer of
Development Rights program.
On , 2005, the City and
Entered into a protective covenant agreeing that the historic
site wil! be rehabilitated and maintained in accordance with
the Secretary of the Interior Standards required by PAMC
18.49.060(c).
The Director of Planning and Community Environment certifies
that the Historic Site is an eligible sender site for 2,500
square feet of development rights.
Twenty-five hundred square feet of development rights are
hereby transferred from the Historic Site to
pursuant to Palo Alto Municipal Code
Chapter 18.49 for use on an eligible receiver site.
Ey~hibit A
F.This certification shall be recorded in the office of the
Recorder of the County of Santa Clara County.
IN WITNESS WHEREOF, the Property Owner has executed this
Certification on the dates set forth be!ow.
PROPERTY OWNER:
CITY OF PALO ALTO, a municipal
Corporation
Assistant City Manager
Director of Planning &
Community Environment
APPROVED AS TO FORM:
Senior Assistant City Attorney
Exhibit A
ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) SS.
COUNTY OF SAN MATEO )
On 2005, before me,
(NOTARY)
personally appeared
SIGNER
personally known to me __ -or- proved to me on the basis of
satisfactory evidence to be the person(s) whose name is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
NOTARY’S SIGNATURE
Portion of A.P.N. 3-46-001 1/23/2006 11:20 AM
Description of Parcel 1 for
the Agreement and Declaration of Covenants and Restrictions for Historic Preservation
Palo Alto Children’s Library
A portion of real property situated in the City of Palo Alto, County of Santa Clara, State
of California and more particularly described as follows;
Beginning on the westerly line of Harriet Street 12 feet south of the most northeasterly
comer of Lot 7 as shown on that certain map entitled °°Map showing subdivision of Block
2 Alba Park", filed December 6, 1909, in Book M of maps, page 85 in the County
Recorders Office;
Thence southerly and parallel with the westerly line of Harriet Street, 138.11 feet;
Thence westerly and parallel with the northerly line of Lots 5, 6 and 7, 125 feet;
Thence northerly and parallel with the westerly line of Harriet Street, 22.37 feet to a non-
tangent curve concave easterly, having a radius of 23.88 feet;
Thence northeasterly and northerly 68.11 feet along said curve though a central angle of
163 degrees 24 minutes and 29 seconds;
Thence northerly and parallel with the westerly line of Harriet Street, 68.48 feet to a point
lying 12.00 feet south of the northerly line of Lot 5 as shown on said map of subdivision
of Block 2 AIba Park;
Thence easterly and parallel with the northerly line of Lots 5, 6 and 7 of said Block 2 as
shown on said map of subdivision of Block 2 Alba Park, t25.00 feet to the Point of
Beginning.
Parcel 1 contains 16,532 Square feet more or less.
Parcel 1 is shown on attached plat Exhibit B and made a part hereof.
Parcel 1 is not a creation of a parcel and is only for the use of an Agreement and
Declaration of Covenants and Restrictions for Historic Preservation Palo Alto Children’s
Library.
Exhibit A
End of Description
Reference:
1. Map being subdivision of Block 2, Alba Park, recorded in "M-85"
file number 231-0001-002).
2.Title Report 56901-51990227-PRT, Dated October 12, 200!.
3.Assessors Map book 3 page 46 Lot I (3-46-00I).
Written by: James Kiehl
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EXHIBIT "B"
DRAWN BY: JAMES D. KIEHL
LEGAL FILENAME: G30! 1706.DOC
CHILDREN’ S LIBRARY
Portion of APN 3-46-001
1276 Harriet Street
SCALE:l"
REVISION: (X) XTX/97
REVISION: (X) X/X/97
REVISION: (2) 01-18-06
REVISION: (1) 01-17-06
ATTACHMENT B
This document is recorded
for the benefit of the City
of Palo Alto and is entitled
to be recorded free of charge
in accordance with Section 6103
of the Government Code.
After Recordation, mai! to:
OFFICE OF THE CITY ATTORNEY
250 Hamilton Avenue
Palo Alto, CA 94301
SPACE ABOVE THIS LINE FOR RECORDER’S USE
AGREEMENT AND DECLARATION OF COVENANTS AND
RESTRICTIONS FOR HISTORIC PRESERVATION
Palo Alto Children’s Library
(1276 Harriet Street)
Assessor’s Parcel 003-46-001 (Portion)
This AGREEMENT AND DECLARATION OF COVENANTS AND
RESTRICTIONS AND CERTIFICATION OF TRANSFER OF DEVELOPMENT RIGHTS
("Agreement") is entered into as of , 2006, by and
between PALO ALTO STANFORD HERITAGE, ("PAST Heritage"), a California
non-profit corporation exempt from taxation under Internal Revenue
Code Section 501(c) (3), whose purpose is supporting the
preservation of the historic architecture, neighborhoods, and
character of the greater Palo Alto-Stanford area, and the CITY OF
PALO ALTO, ("City"), a California chartered city and municipal
corporation.
RECITALS :
A. City is the owner of the Children’s Library
generally located at 1276 Harriet Street, City of Palo Alto, County
of Santa Clara, State of California, on a portion of a parcel,
("the Affected Parcel") more particularly described in Exhibit "A"
attached to this document and a part of it. The Children’s Library
is listed as a Category 1 property on the Palo Alto Historic
Inventory and is potentially eligible for listing on the National
Register of Historic Places.
B. To promote the preservation and rehabilitation of
historic buildings, Palo Alto Municipal Code Chapter 18.49 permits
transfer of development rights from the qualifying "sender sites"
to an eligible receiver site. As a condition of such a transfer,
the sender site must be subject to covenant running with the land
and requiring that the historic property be developed and
060227 cs 0091649
maintained in conformance with the Secretary of the Interior’s
Standards for Rehabilitation and Guidelines for Rehabilitating
Historic Buildings. In the case of sender sites owned by the City,
this covenant must be in favor of a qualified and disinterested
organization.
C. The Children’s Library Site, which consists of the
Children’s Library building and adjacent garden, is more
particularly shown in the plot plan attached as Exhibit "B" hereto.
It is located in the PF Public Facilities Zoning District. The City
Council designated the Children’s Library as an eligible sender
site pursuant to Palo Alto Municipal Code Section 18.32.090 by
Resolution No. 8551 on August i, 2005. A Historic Structures Report
dated June 2005 was prepared by Architectural Resources Group. The
City has approved a "Rehabilitation Project" for the Children’s
Library site which is more particularly described in Section 1
below.
D. The City will assign to the Banatao Heritage Trust
the right to designate a receiver site for the twenty-five hundred
(2,500) square feet of transferable development rights from the
Children’s Library Site. Transfers are made pursuant to Chapter
18.49 and 18.87 of the Palo Alto Municipal Code and are subject to
the limitations and possible termination of the transfer of
development rights program in the future.
E. The City and PAST Heritage wish to enter into a
binding agreement and covenant in compliance with Palo Alto
Municipal Code Section 18.49.060(c).
AGREEMENT:
NOW, THEREFORE, City declares and covenants as follows:
i. Children’s Library Site Be Rehabilitated and
Maintained as Historic Property. The Children’s Library Site shal!
be burdened by the following restriction, which shal! run with the
Affected Parcel land and be binding upon the successors and assigns
of City, that the Affected Property shall be held, used, sold,
conveyed, pledged, mortgaged and leased subject to and in
accordance with the following restriction:
The Children’s Library Site shall be rehabilitated and
maintained in accordance with the Secretary of the
Interior’s Standards for Rehabilitation of Historic
Buildings, issued by the Nationa! Park Service, (36 Code
of Federa! Regulations Part 67) together with the
accompanying interpretive Guidelines for Rehabilitation
Historic Buildings, and the Secretary of the Interior’s
Standards for the Treatment of Historic Properties with
060227 cs 0091649
2
Guidelines for Treatment of Cultural Landscapes, as they
may be amended from time to time. The Plan of
Rehabilitation for the Rehabilitation Project shall be
that approved by the City after review and recommendation
by the Historic Resources Board, consisting of plans
prepared by Architectural Resources Group - Architects,
Planners & Conservators, Inc. ("Project Architect") dated
September 14, 2005, together with, and as modified by,
Conditions of Approval dated December 23, 2005, a copy of
which is on file in the Real Estate Division of the
Administrative Services Department, as it may be modified
from time to time, in writing, by the Director of
Planning and Community Environment or the City Council,
in accordance with City rules and procedures and the
terms of this Agreement. Upon completion of the
Rehabilitation Project, the Project Architect shall
certify in writing to PAST Heritage that the work has
been completed in accordance with the plan of
rehabilitation and in compliance with the Secretary of
the Interior’s Standards.
2. Covenants Running with the Land. The covenants set
forth herein shall be covenants running with the land and shall be
binding upon City and its legal representatives, heirs, successors
and assigns. Each of the covenants of the City is expressly made
for the benefit of PAST Heritage, and the Citizens of Palo Alto and
shall run with and burden the Affected Property. This Agreement is
intended to be binding upon and enforceable against successive
owners of the Affected Property under all applicable provisions of
California law, including but not limited to Section 1468 of the
California Civil Code.
3. Assumption by Transferee. City and any "Permitted
Transferee," as hereinafter defined, agree and covenant not to
transfer that portion of the Affected Property on which the
Children’s Library Site is located except to a person or entity
that expressly assumes al! of the obligations of City hereunder
with respect to the Children’s Library Site. A "Permitted
Transferee" is any person or entity that agrees in writing to
assume al! of the obligations of City hereunder with respect to the
property transferred.
4. Review and Consultation During Rehabilitation
Project. Until such time as the Project Architect has certified to
PAST Heritage that the Rehabilitation Project has been completed,
one or more City representatives designated by the Director of
Public Works shal! meet at least quarterly with one or more
representatives designated by PAST Heritage to report on the
progress of the work and any change orders. The purpose of these
meetings is to assure that PAST Heritage is well informed of the
progress of the work and that the City is aware of any concerns it
060227 cs 0091649
3
may have. The meetings may be held in conjunction with meetings
with the Friends of the Palo Alto Library and the Palo Alto Library
Foundation. PAST Heritage may ask that the City obtain a report
from the City’s Historic Preservation Officer or other qualified
preservation professional with respect to a change that in PAST
Heritage’s opinion is inconsistent the Rehabilitation Plan and the
Secretary of the Interior’s rules referenced in Section 1 above; a
request for such a report shall not be grounds for delay in the
project, which shall remain under the direction of the Department
of Public Works.
5. Project Liaison; Annual Report. During and after
completion of the Rehabilitation Project, the Director of Public
Works, or an individual designated by him or her in a written
communication to PAST Heritage, shall be the Project Liaison
Officer between the City and PAST Heritage under this Agreement. In
January or February of each calendar year the Project Liaison
Officer, shall present a report to the Historic Resources Board at
a regular or special meeting for its review and comment. The report
shall describe repairs, maintenance, and alterations to the
Children’s Library Site during the previous twelve months and
identify any changes planned for the next fiscal year that are
known to the City at the time that the report is prepared. The
first report shall be presented in the first calendar year
following the Project Architect’s certification described in
Section 1 above. Notice of the meeting shall be sent to PAST
Heritage. A copy of the report, together with any comments made by
the Historic Resources Board, shal! be forwarded to PAST Heritage
by the Project Liaison Officer. Within sixty (60) days after
mailing or delivery of the report, PAST Heritage shall review the
report, visit the site, and submit a letter to the Project Liaison
Officer either accepting the report or identifying any exceptions
to the report. If work other than that described in an annual
report is to be done at the Children’s Library Site, it is the
responsibility of the Project Liaison Officer to advise PAST
Heritage of this fact, or, in the case of emergency repairs, as
soon as practical following the emergency event.
6. Notice of Proposed Changes to Plan of Rehabilitation
Following Completion of the Rehabilitation Project. City shall give
PAST Heritage advance written notice of any changes to the Plan of
Rehabilitation that, under the City’s rules and regulations,
require approval by the Department of Planning and Community
Development or the City Council. Within forty-five days after
delivery of the notice, PAST Heritage may request that City, if it
has not already done so, retain an independent qualified expert in
historic preservation to evaluate whether the proposed changes
would be in conformance with Section 1 of this Agreement. In that
case, City shall retain such an expert at City’s expense. PAST
Heritage may waive this requirement with respect to any change
described in an Annua! Report; such a waiver must be in writing.
060227 cs 0091649
7. Access. Following completion of the Rehabilitation
Project, PAST Heritage shall have reasonable access to the
Children’s Library Site for the purposes of exercising its rights
under this Agreement. Access shall be coordinated with the Project
Liaison Officer; inspections shal! be carried out in a way that
minimizes disruption to library operations and after advance notice
to the Director of Libraries or his or her designate.
8. Assignment of PAST Heritage’s Interest. PAST
Heritage, with the written consent of City, may assign its interest
in this Agreement to a "qualified organization" within the meaning
of Internal Revenue Code Section 170(h), as amended, or any
successor provision. Any assignment without such consent shall be
void and of no effect. Consent shall not be unreasonably withheld.
9.Default by City.
a. If PAST Heritage believes that City has failed
to comply with the City’s obligations under this Agreement, PAST
Heritage may give written notice to the City describing its
contentions regarding (i) such failure to comply with the terms and
conditions of this Agreement ("City Default"), (ii) whether the
City Default can be cured, (iii) the actions, if any, required of
City to cure such City Default, and (iv) the time period within
which such City Default should be cured. If the City Default can be
cured, City shall have at least 45 days after the date of such
notice to cure such Default. If the City Default cannot be cured
within 45 days but can be cured, City shall commence all activities
necessary to cure the Default and be diligently pursuing them
within the 45 day period.
b. Within fifteen days after receiving a notice of
default from PAST Heritage, City shall send a copy of the notice
and a report to the Historic Resources Board, which shall promptly
consider the matter at a public meeting and give its advice to the
City Manager with respect to compliance of the Children’s Library
Site with the terms of this Agreement. If, after considering the
comments of the Historic Resources Board and the City’s response to
them, PAST Heritage contends that the City Default cannot be cured,
or that the City has failed to cure within the applicable cure
period as provided in this Section 9, PAST Heritage shall give
written notice to City of its contentions as described below and
proceed to arbitration. ~
i0.Arbitration.
a. Unless City and PAST Heritage agree otherwise
in a writing signed by both of them, any dispute between them ("the
Parties") concerning this Agreement shall be resolved by
arbitration, including any claim that any Party is in default of
this Agreement, or that such default cannot or has not been cured.
The arbitration shall be fina! and binding between the Parties, and
the order of the arbitrator may be enforced in the manner provided
060227 cs 0091649
for enforcement of a judgment of a court of law pursuant to the
applicable provisions of the California Code of Civil Procedure.
The arbitration shall be conducted in accordance with the
procedures set forth below.
b. Any Party who has a claim (the "Demanding
Party") to be resolved through arbitration shall state the claim
(the "Claim") in writing. The Claim shall include (i) the item or
matter in dispute, (ii) the Demanding Party’s position, and (iii) a
specific statement of the exact relief the Demanding Party
requests. Claims shall not be filed until parties have followed the
procedures for curing defaults set forth in Section 90.
c. The Parties shall meet and confer no later than
ten (i0) days after the date of the Claim in an attempt to resolve
the matter raised by the Claim. If they are unable to reach a
resolution within twenty-one (21) days after the date of the Claim,
then within ten (i0) days thereafter, the Demanding Party shall (i)
restate its Claim, (ii) amend the Claim, or (iii) withdraw the
Claim. Failure on the part of the Demanding Party to withdraw or
amend the Claim in writing shall constitute a restatement thereof.
d. If the Claim is not withdrawn within the ten
(i0) day period provided for above, the other party (the
"Responding Party") shall, within fifteen (15) days after
expiration of the ten (i0) day period provided for above, prepare a
response to the Claim (the "Response") specifying (i) the
Responding Party’s position on the Claim, and ii) the exact relief
the Responding Party requests.
e. The matter or matters in dispute shall be
submitted to the arbitrator (to be selected in the manner provided
below) on the basis of the issues as framed by the Claim (as the
same may have been amended as provided above and the Response. The
arbitrator shall be a person who is a member of the State Bar or a
retired California judge with at least two (2) years experience in
alternative dispute resolution and familiarity with historic
preservation law. If the parties are unable to agree on the
selection of an arbitrator within fourteen (14) days after the date
of the Response, then either party shall have the right to apply
for the appointment of a duly qualified person to act as arbitrator
to the Presiding Judge of the Superior Court of the County of Santa
Clara, State of California, and neither party shall have any right
to object to the qualifications of said Judge to make such
appointment. If the arbitrator resigns or refuses to serve, then a
new arbitrator shall be appointed as herein provided.
f. As soon as convenient, but no later than thirty
(30) days after appointment, the arbitrator shal! meet with the
060227 cs 0091649
parties to hear evidence and argument on the Claim and Response.
The arbitrator shall not be bound by the Rules of Evidence in the
conduct of such proceeding although the arbitrator shall take
account of said rules in considering the weight of the evidence.
The parties desire that the Arbitrator endeavor to conform to
California law when making a decision; however, the failure to do
so shall not be grounds for any court to overturn, reverse or
modify the decision of the arbitrator which shall be final in the
absence of any of the factors set out in sections 1284 and 1286.2
of the Code of Civil Procedure, as those sections now exist. In
making a decision, the arbitrator may adopt (i) the relief
requested in the Claim, or (ii) the relief requested in the
Response, or (iii fashion a different result.
g. The City shall pay any fee required by the
arbitrator; each party shall pay all of its own expenses and
attorneys’ fees in connection with the arbitration. If PAST
Heritage is the prevailing party, the arbitrator may award to it
al! reasonable expenses of arbitration, including costs and
attorneys’, experts’ and consultants’ fees, not to exceed Twenty
Thousand Dollars ($20,000), which figure may be adjusted upward by
the arbitrator by a factor equal to a generally accepted index of
inflation.
h. The arbitrator appointed as provided herein shall
have the power and is expressly authorized to make orders
compelling compliance with the award, which orders may be confirmed
and enforced as provided in Title 9, Chapter 4, Article i, section
1285 et seq. of the Code of Civil Procedure. If any party fails to
comply with an arbitration award, the other party may seek to
compel compliance either by petitioning the arbitrator or pursuant
to said Article i, or both. The prevailing party in any such
proceeding to compel compliance with or enforce the award shall be
entitled, in addition to any other relief, to recover its
reasonable attorneys’, experts’, and consultants’ fees and costs
from the losing party as determined by the arbitrator or court in
which said action or proceeding is pending. The arbitrator or court
also shall award to the prevailing party money damages for all
losses accruing as a result of, or proximately caused by the other
party’s failure to comply with the arbitrator’s award, or with any
subsequent order or judgment or other process issued to compe!
compliance.
ii. Limitation on Damages. Neither party shall have any
liability in damages to the other under this Agreement except as
prowided in Section i0 above with respect to a Party’s willful
failure to comply with an arbitration award and except in cases in
which the arbitrator determines that the Party acted arbitrarily
and capriciously or without any substantial evidence to support its
action. This provision limits the relief that may be sought or
060227 cs 0091649
awarded under the binding arbitration provisions of this section as
well as any legal proceeding.
12. Enforcement and Legal Expenses. If both City and
PAST Heritage waive arbitration, and except as provided in Section
ii above, PAST Heritage shall have the right to pursue any remedy
at law or equity to secure City’s compliance with the agreement,
covenant and restrictions in this Declaration, provided it has
fol!owed the procedures set forth in Section 9 above regarding
default. If any lega! action or proceeding is brought by PAST
Heritage because of any default of City or to enforce a provision
of this Declaration, the prevailing party shall be entitled, in
addition to any other relief, to recover reasonable attorneys’ fees
and court costs from the losing party as determined by the court in
which said action or proceeding is pending.
13. Indemnification of PAST Heritage bv Citv. CITY shall
indemnify, defend and hold harmless PAST Heritage, its officers,
directors, trustees, agents and employees ("Indemnified Parties")
from all liability, loss or damage and from any suits, actions or
claims, filed or brought as a result of or arising out of the
rehabilitation of the Children’s Library Site. City shall also
indemnity, defend and hold harmless Indemnified Parties from all
liability, !oss or damage and from any suits, actions or claims
filed or brought as a result of or arising out of PAST Heritage’s
performance of its obligations under this Agreement, except to the
extent of the adjudicated proportionate fault of any of the
Indemnified Parties.
14. Notices. All notices and other writings to be
filed, delivered or served on the other party and that are required
or provided for under this Agreement shall be in writing and shall
be delivered personally or by overnight courier service or sent by
certified or registered mail, return receipt requested. Any notice
shal! be deemed to have been duly given and received upon receipt.
Notices to the parties shal! be addressed as follows:
City:City Manager
City of Palo Alto, 7th Floor
250 Hamilton Avenue
Palo Alto, California 94301
060227 cs 0091649
Copies to:City Attorney
City of Palo Alto, 8~h Floor
250 Hamilton Avenue
Palo Alto, California 94301
Director of Public Works
City of Palo Alto, 6~h Floor
250 Hamilton Avenue
Palo Alto, California 94301
Real Estate Manager
City of Palo Alto, 4~h Floor
250 Hamilton Avenue
Palo Alto, California 94301
PAST Heritage PAST Heritage
P.O. Box 308
Palo Alto, CA 94302
Copy to:H. Caroline Willis
1120 Palo Alto Avenue
Palo Alto, CA 94301
Any party may change its address for notice by giving ten (I0)
days notice of such change in the manner provided for in this
paragraph.
IN WITNESS WHEREOF, the parties have executed this
Agreement on the dates set forth below.
CITY OF PALO ALTO, a California
municipal corporation
PALO ALTO STANFOR~
HERITAGE, a California
nonprofit corporation
Assistant City Manager
Director of Planning and
Community Environment
President
~ecretary
APPROVED AS TO FORM:
Senior Asst. City Attorney
060227 cs 0091649
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
STATE OF CALIFORNIA )
COUNTY OF SANTA CLARA)
On February 27, 2006, before me, Phillip Arthur Plymale,
a notary public in and for said County, personally appeared H.
Caroline Willis, personally known to me to be the person whose name
is subscribed to the within instrument, and acknowledged to me that
he executed the same in his authorized capacity, and that by his
signature on the instrument the person, or the entity upon behalf
of which the person acted, executed the instrument.
WITNESS my hand and official sea!.
¯ Comm. # 1555442
Comm, Expires Feb. 27,2009’
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
STATE OF CALIFORNIA )
COUNTY OF SANTA CLARA)
On February 27, 2006, before me, Phillip Arthur Plymale,
a notary public in and for said County, personally appeared Aino
Viera da Rosa, personally known to me to be the person whose name
is subscribed to the within instrument, and acknowledged to me that
he executed the same in his authorized capacity, and that by his
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.
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
STATE OF
COUNTY OF
)
)
)
On , before me,
a notary public in and for said County, personally appeared
_, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument,
and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
060227 cs 0091649
12
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
STATE OF
COUNTY OF
)
)
)
On , before me, ,
a notary public in and for said County, personally appeared
, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument,
and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
060227 cs 0091649
13
EXHIBIT A
(Legal description of Affected Parcel)
060227 cs 0091649
14
Portion of A.P.N. 3-4 01 1/23/2006 11:20 AM
Description of Parcel 1 for
the Agreement and Declaration of Covenants and Restrictions for Historic Preservation
Palo Alto Children’s Library
A portion of real property; situated in the City of Palo Alto, County of Santa Clara, State
of California and more particularly described as follows;
Beginning on the westerly line of Harriet Street 12 feet south of the most northeasterly
corner of Lot 7 as shown on that certain map entitled "Map showing subdivision of Block
2 Atba Park", filed December 6, 1909, in Book M of maps, page 85 in the County
Recorders Office;
Thence southerly and parallel with the westerly line of Harriet Street, 138.11 feet;
Thence westerly and parallel with the northerly line of Lots 5, 6 and 7, 125 feet;
Thence northerly and parallel with the westerly line of Harriet Street, 22.37 feet to a non-
tangent curve concave easterly, having a radius of 23.88 feet;
Thence northeasterly and northerly 68. ] 1 feet along said curve though a central angle of
163 degrees 24 minutes and 29 seconds;
Thence northerly and parallel with the westerly line of Harriet Street, 68.48 feet to a point
lying 12.00 feet south of the northerly line of Lot 5 as shown on said map of subdivision
of Block 2 Alba Park;
Thence easterly and parallel with the northerly line of Lots 5, 6 and 7 of said Block 2 as
shown on said map of subdivision of Block 2 Alba Park, 125.00 feet to the Point of
Beginning.
Parcel 1 contains 16,532 Square feet more or less.
Parcel 1 is shown on attached plat Exhibit B and made a part hereof.
Parcel 1 is not a creation of a parcel and is only for the use of an Agreement and
Declaration of Covenants and Restrictions for Historic Preservation Palo Alto Children’s
Library.
Exhibit A
End of Description
Reference:
1. Map being subdivision of Block "~.~, Alba Park,. recorded in "~’M-85" o
file number 231-0001-002).
2.Title Report 56901-51990227-PRT, Dated October 12, 2001.
3.Assessors Map book 3 page 46 Lot 1 (3-46-001).
Written by: James Kiehl
S :\PWD\EN G\TYPIN G\B OURQ UIN\paloj ob2\g01 \G3101701 \g3011706. doc
EXHIBIT B
(P!ot Plan of Children’s Library Site)
060227 cs 0091649
15
EXHIBIT "B"
DRAV~ .~ BY: JAMES D. KIEHL
LEGAL FILENAME: 73011706 DOC
Dtgg WING FILENAME: 730I I?06.DWG
.CHILDREN’ S LIBRARY
Portion of APN 3-46-001
1276 Harriet Street
CiTY OF PALO ALTO, CALIFORNIA
REVISION: (X) XIXI97
REVISION: (X))2OU97
REVISION: (2) 01-I8-06
REVISION: (1) 01-i7-06
Attachment C
ATTACHMENT C
ORDINANCE NO.
ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO TO
AMEND THE 2005-06 BUDGET TO ACCEPT GRANTS FROM VARIOUS
SOURCES AND PROVIDE ADDITIONAL APPROPRIATION TO THE
CAPITAL IMPROVEMENT PROGRAM (CIP) PROJECT NUMBER PE-
04010(CHILDREN’S LIBRARY IMPROVEMENTS) OF $1,384,542
The Council of the City of Palo Alto does hereby ordain as
follows:
SECTION i. The Council of the City of Palo Alto finds and
determines as follows:
A. Pursuant to the provisions of Section 12 of Article III of
the Charter of the City of Pa!o Alto, the Counci! on June 20, 2005
did adopt a budget for fiscal year 2005-06; and
B. The City Council of the City of Pa!o Alto did adopt in
fiscal year 2002-03 CIP Project Number PE-04010, Children’s
Library Improvements (Project) with an initial appropriation of
$300,000 for the design phase and, in fiscal year 2004-05 added an
appropriation of $2,100,000 for the construction phase and, in
fiscal year 2005-06 added an appropriation of $3,000 for the
construction phase. The cumulative adopted appropriation for the
Project to date is $2,403,000; and
C. Total estimated Project costs have increased due to: new
requirements related to historical review; unexpected expenses
related to the transfer of development rights associated with the
site, and advance work needed to ready the project for
construction including testing, utility work, and hazardous
materials assessments; and higher than expected construction bids
due to recent significant material cost increases. The tota!
design and construction cost is now estimated at $3,787,542, and
additional funding of $1,384,542 must be appropriated to the
Project from various outside sources and the infrastructure
reserve; and
D. The current budget recognizes Project funding of
$2,403,000 from the following sources: Palo Alto Foundation
(PALF),$515,000; Friends of the Palo Alto Library (FOPAL),
$398,000; Housing Urban Development (HUD), $90,000; Arillaga
Donation, $50,000 and; Infrastructure Reserve, $i,350,000; and
E. The funding amounts from PALF and FOPAL were each
inadvertently understated by $25,000 and need to be correctly
reflected in the budget. Corrected initial level of funding from
PALF is $540,000 and FOPAL is $423,000 for a total of $963,000
from the two organizations. Subsequently, PALF agreed to increase
its contribution by and additional $120,000 and, FOPAL agreed to
increase its contribution by an additional $50,000. The total
amount committed by these two organizations to date is $!,133,000;
and
F. The current budget recognizes a $90,000 HUD grant for the
Project. HUD subsequently amended this grant amount to $89,415
and awarded the City two additiona! grants in the total amount of
$267,802, bringing total HUD grants to $357,217; and
G. Proceeds from the sale of the Transferable Development
Rights (TDR) associated with the Children’s Library in the amount
of $237,500 is committed to the Project as an additional funding
source; and
H. The Project has been approved for funding from the City of
Palo Alto Utilities Department’s CARE technical services in the
amount of $i0,000 for design assistance to incorporate efficiency
improvements into Project; and
I. The remaining unfunded Project cost of $649,825 will be
provided by the infrastructure reserve; and
J. A summary of the revised project cost and funding sources
as discussed above is shown in Exhibit A.
K. City Council authorization is needed to amend the 2005-
06 budget as hereinafter set forth.
SECTION 2. The sum of One Million Three Hundred Eighty Four
Thousand Five Hundred Forty Two Dollars ($1,384,542) is hereby
appropriated to CIP Project Number PE-04010, Children’s Library
Improvements.
SECTION 3. Funding from the Palo Alto Foundation is hereby
increased by One Hundred Forty Five Thousand Dollars ($145,000)
and, is appropriated for CIP Project Number PE-940!0, Children’s
Library Improvements.
SECTION 4. Funding from the Friends of the Palo Alto Library
is hereby increased by Seventy Five Thousand Dollars ($75,000)
and, is appropriated for CIP Project Number PE-94010, Children’s
Library Improvements.
SECTION 5. Grant revenue from the U.S. Department of Housing
and Urban Development previously reported as Ninety Thousand
Dollars ($90,000) is hereby amended to Eighty Nine Thousand Four
Hundred Fifteen Dollars ($89,415).
SECTION 6. Grant revenue from the U.S. Department of Housing
and Urban Development of Two Hundred Sixty Seven Thousand Eight
Hundred Two Dollars ($267,802)is hereby received and, is
2
appropriated for CIP Project Number PE-94010, Children’s Library
Improvements.
SECTION 7. Proceeds from the sale of the Transferable
Development Right of the Children’s Library of Two Hundred Thirty
Seven Thousand Five Hundred Dollars ($237,500) are hereby
appropriated to CIP Project Number PE-04010, Children’s Library
Improvements and the same amount is hereby transferred from a
special fund to the Capital Project Fund.
SECTION 8. Grant revenue from the City of Palo Alto Utilities
Department CARE Program of Ten Thousand Dollars ($i0,000) is hereby
received and appropriated to CIP Project Number PE-04010,
Children’s Library Improvements and the same amount is hereby
transferred from the Electric Fund to the Capital Project Fund.
SECTION 9. The Infrastructure Reserve is hereby decreased by
Six Hundred Forty Nine Thousand Eight Hundred Twenty Five Dollars
($649,825) with a remaining balance of Seventeen Million Seven
Hundred Fifty One Thousand Six Hundred Thirty Six Dollars
($17,751,636) as shown in Exhibit B.
SECTION i0. As specified in Section 2.28.080(a) of the Palo
Alto Municipal Code, a two-thirds vote of the City Council is
required to adopt this ordinance.
SECTION Ii. As provided in Section 2.04.330 of the Palo Alto
Municipa! Code, this ordinance will take effect upon its adoption.
SECTION 12. The Council of the City of Palo Alto hereby finds
that an addendum to the adopted Mitigated Negative Declaration
(Resolution No. 8183) and updated NEPA review were prepared and
adopted as part of the Architectural Review application (05PLN-
00448) review and Director’s approva! (October 4, 2005) of the
reduced scale Children’s Library Facilities Expansion and
Improvements Project in conformance with the California
Environmental Quality Act and Guidelines Section 15164.
INTRODUCED:
PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
City Clerk Mayor
3
~ROVED ~S TO FORM:~PPROVED:
City Attorney City Manager
Director of Public Works
Director of Administrative
Services
4
Exhibit A
PE-04010 - CHILDREN’S LIBRARY IMPROVEMENTS
Revised Project Cost and Funding Sources
Adopted Budget Adjusted
Budget to Changes Budget
date (Column B)Column C
(Colurnn A)(Colulm% A
Column B)
Project Cost
Design and Construction $2,403,000 $1,384,542 $3,787,542
Total Project Cost $2,403,000~$1,384,542 $3,787,542
Sources
Palo Alto Foundation (PALF)$515,000 $ 145,000 $660,000
Friends of the Palo Alto Library $398,000 $ 75,000 $473,000
( FOPAL )
HOD Grant $ 90,000 $ 267,217"*$ 357,217
Arillaga Donation $ 50,000 0 $ 50,000
City of Palo Alto infrastructure $1,350,000 $ 649,825 $1,999,825
reserve
Sale of Transferable Development 0 $ 237,500 $ 237,500
Right - Children’s Library
City of Palo Alto Utilities 0 $ i0,000 $ i0,000
Department CARE Program
Total Sources $2,403,000 $1,384,542 $3,787,542
net of amendment of $585
does not include staff support of $194,415
Exhibit B
Budget Amendment Ordinances Impacting Infrastructure Reserve Approved-To-Date in 2005-06
BAO Description cost
Balance - July 1, 2005
05-06 Net change to reserve -adopted budget
2005-06 Projected Ending Balance Before BAts
Less: Additional Appropriation
BAt# 4877 Duran & Venables for OS-00003 (Open Space
Parking Improvement)
BAt# 4893 pGo06003 Benches, Signage, Fencing Walkways
and Landscaping
BAt#2005-06 Midyear report
BAt#PE-04010 Children’s Library Improvements
Placeholders
Already in Capital Fund Estimated Future YearRevenue the 2005~Infrasb’ucture Ongoing CostsAdoptedReserveBudget
$24,516,000
($6,033,000)
$18,483,000
($15~19)
($50,000)
(16,320)
(649,825)
Reserve Balance Afier BAO’s [ $17,751,636 ]
CityWorks
ATTACHMENT D
CHILDREN’S LIBRARY IMPROVEMENTS
Description: This project provides for seismic retrofit, roof replacement,
and building systems upgrades, including air-conditioning, for the
Children’s Library. Additionally, an approximately 1,600 square foot north
wing and 610 square feet of the south addition is planned in partnership
with the Palo Alto Library Foundation (PALF) and Friends of Palo Alto
Library (FOPAL). The north wing will house a program room and
restrooms. The south wing will hold office and work space for
Children’s Library staff. Construction will meet the Secretary of the
Interior’s Guidelines for Rehabilitation of Historic Structures.
Justification: As identified in the Adamson Report, Buildings and
Facilities Module, the library’s electrical and mechanical systems are
antiquated and do not provide adequate ventilation and lighting for the
users. The roof leaks and needs to be repaired. In addition, the building
needs renovations to meet current ADA requirements and to ensure that the
structural integrity meets seismic standards. It also needs interior upgrades
of the flooring and paint.
The new north wing is being provided to alleviate over-crowding in the
library. It consists primarily of a pro~am room that can be used for
children’s programs, as a reading room, or by the public as a meeting room
when the library is closed. The south wing will allow more of the main
buildin to be used by the public.
Consultant Services Scope: Previously reviewed by Council
Committee
ClP FACTS:
Continuing
Project Status: Design
Timeline: FY 2004-2007
Overall Project Completion: 10%
Percent Spent: 20.10%
Managing Department: Public Works
o Comprehensive Plan: Policy C-24 and Pro-
gram C-19
° Board/Commission Review: HRB, ARB, Art
Commission
IMPACT ANALYSIS:
¯ Environmental: An environmental analysis
has been completed.
¯ Design Elements: Design may be subject to
review by the HRB, ARB, Art Comm.
° Operating: Reduces cost of structural and sys-
tems maintenance.
Supplemental Information:
On February 10, 2003, Council approved a public-private partnership with
the City, PALF and FOPAL for this project. Council gave the private
fundraising effort until December 31, 2003, to raise $1.2 million for this
project.The fundraising was successful and the City will match the private
contributions with up to $1.2 million of Infrastructure Reserve funding.
Design was completed in Fall 2005. Construction is scheduled to begin in early 2006.
Other represents IMP staff suport.
53 Cir.’ qf Palo Alto 2005-07 Budget
CHILDREN’S LIBRARY IMPROVEMENTS (PE-04010)
continued
lP
PY Budget
Actuals as of 12/31/2004 I $2,472,540
$497,047
Pre-Design Costs
Design Costs
Other $121,875 $121,875
34 CiO, o.f Palo Alto 2003-07
FORMAL CONTRACT
ATTACHMENT E
SECTION 500
CONTRACT No. C06115304
(Public Work)
Public Works Department
This Contract, number C06115304 dated 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 BRCO Constructors, Inc., ("Contractor").
For and in consideration of the covenants, terms, and conditions (*the provisions*) of this Contract, City and Contractor
("the parties") agree:
Term. This Contract shall commence and be binding on the parties on the Date of Execution of this Contract,
and shall expire on the date of recordation of the Notice of Substantial Completion, or, if no such notice is
required to be filed, on the date that final payment is made hereunder, subject to the earlier termination of this
Contract.
General Scope of Proiect and Work. Contractor shall furnish labor, services, materials and equipment in
connection with the construction of the Project and complete the Work in accordance with the covenants, terms
and conditions of this Contract to the satisfaction of City. The Project and Work is generally described as
follows:
Title of Project:Children’s Library Expansion and Improvements Project, Invitation for Bid (IFB)
Number 115304.
Bid:$2,646,000.00 (Two million six hundred forty-six thousand dollars)
Contract Documents. This Contract shall consist of the documents set forth below, which are on file with the
City Clerk and are hereby incorporated by reference. For the purposes of construing, interpreting and resolving
inconsistencies between and among the provisions of this Contract, these documents and the provisions
thereof are set forth in the following descending order of precedence.
This Contract.
Invitation for Bid.
Project Specifications.
Drawings.
Change Orders.
Bid.
Supplementary Conditions.
General Conditions.
Standard Drawings and Specifications (1992).
Certificate of Insurance, Performance Surety Bond, Labor & Materials (Payment) Surety Bond.
Other Specifications, or part thereof, not expressly incorporated in the Contract Specifications or the
Standard Drawings and Specifications (1992).
Any other document not expressly mentioned herein which is issued by City or entered into by the
parties.
Compensation. In consideration of Contractor’s performance of its obligations hereunder, City shall pay to
Contractor the amount set forth in Contractor’s Bid in accordance with the provisions of this Contract and upon
the receipt of written invoices and all necessary supporting documentation within the time set forth in the
Contract Specifications and the Standard Drawings and Specifications (1992), or, if no time is stated, within
thirty (30) Days of the date of receipt of Contractor’s invoices.
Insurance. On or before the Date of Execution, Contractor shall obtain and maintain the policies of insurance
coverage described in the Invitation For Bid on terms and conditions and in amounts as may be required by the
Risk Manager. City shall not be obligated to take out insurance on Contractor’s personal property or the
personal property of any person performing labor or services or supplying materials or equipment under the
Project. Contractor shall furnish City with the certificates of insurance and with original endorsements affecting
coverage required under this Contract on or before the Date of Execution. The certificates and endorsements
for each insurance policy shall be signed by a person who is authorized by that insurer to bind coverage in its
CITY OF PALO ALTO CONTRACT C06115304 PAGE 1 OF 7
rev. 12100
FORMAL CONTRACT SECTION 500
behalf. Proof of insurance shall be mailed to the Project Manager to the address set forth in Section 16 of this
Contract.
Indemnification. Contractor agrees to protect, defend, indemnify and hold City, its Council members, officers,
employees, agents and representatives harmless from and against any and all claims, demands, liabilities,
losses, damages, costs, expenses, liens, penalties, suits, or judgments, arising, in whole or in part, directly or
indirectly, at any time from any injury to or death of persons or damage to property as a result of the willful acts
or the negligent acts or omissions of Contractor, or which results from Contractor’s noncompliance with any Law
respecting the condition, use, occupation or safety of the Project site, or any part thereof, or which arises from
Contractor’s failure to do anything required under this Contract or for doing anything which Contractor is
required not to do under this Contract, or which arises from conduct for which any Law may impose strict liability
on Contractor in the performance of or failure to perform the provisions of this Contract, except as may arise
from the sole willful acts or negligent acts or omissions of City or any of its Council members, officers,
employees, agents or representatives. This indemnification shall extend to any and all claims, demands, or
liens made or filed by reason of any work performed by Contractor under this Contract at any time during the
term of this Contract, or arising thereafter.
To the extent Contractor will use hazardous materials in connection with the execution of its obligations under
this Contract, Contractor further expressly agrees to protect, indemnify, hold harmless and defend City, its City
Council members, officers and employees from and against any and all claims, demands, liabilities, losses,
damages, costs, expenses, liens, penalties, suits, or judgments City may incur, arising, in whole or in part, in
connection with or as a result of Contractor’s willful acts or negligent acts or omissions under this Contract,
under the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. ~9601-6975,
as amended); the Resource Conservation and Recovery Act (42 U.S.C. ~6901-6992k, as amended); the Toxic
Substances Control Act (15 U.S.C. ~2601-2692, as amended); the Carpenter-Presley-Tanner Hazardous
Substance Account Act (Health & Safety Code, ~25300-25395, as amended); the Hazardous Waste Control
Law (Health & Safety Code, ~25100-25250.25, as amended); the Safe Drinking Water and Toxic Enforcement
Act (Health & Safety Code, ~25249.5-25249.13, as amended); the Underground Storage of Hazardous
Substances Act (Health & Safety Code, ~25280-25299.7, as amended); or under any other local, state or
federal law, statute or ordinance, or at common law.
Assumption of Risk. Contractor agrees to voluntarily assume any and all risk of loss, damage, or injury to the
property of Contractor which may occur in, on, or about the Project site at any time and in any manner,
excepting such loss, injury, or damage as may be caused by the sole willful act or negligent act or omission of
City or any of its Council members, officers, employees, agents or representatives.
Waiver. The acceptance of any payment or performance, or any part thereof, shall not operate as a waiver by
City of its rights under this Contract. A waiver by City of any breach of any part or provision of this Contract by
Contractor shall not operate as a waiver or continuing waiver of any subsequent breach of the same or any
other provision, nor shall any custom or practice which may arise between the parties in the administration of
any part or provision of this Contract be construed to waive or to lessen the right of City to insist upon the
performance of Contractor in strict compliance with the covenants, terms and conditions of this Contract.
No Exoneration By Inspection: The City has the right, but not the duty, to inspect Contractor’s Work. The right
of inspection is solely for the benefit of City. Contractor has the obligation to complete the Work in a
satisfactory manner in compliance with Contract requirements. The presence of a City inspector does not shift
that obligation to the City or relieve Contractor from its obligations to complete the Work in a satisfactory
manner in compliance with the Contract requirements.
10.Compliance with Laws. Contractor shall comply with all Laws now in force or which may hereafter be in force
pertaining to the Project and Work and this Contract, with the requirement of any surety bond or fire
underwriters or other similar body now or hereafter constituted, with any discretionary license or permit issued
pursuant to any Law of any public agency or official as well as with any provision of all recorded documents
affecting the Project site, insofar as any are required by reason of the use or occupancy of the Project site, and
with all Laws pertaining to nondiscrimination in employment and hazardous materials.
11.Bid Security. As a condition precedent to City’s obligation to pay compensation to Contractor, and on or before
the Date of Execution, Contractor shall furnish to the Project Manager the Bid Security as required under the
Invitation for Bid.
~;ITY OF PALO ALTO ......CONTRACT C06115304 PAGE 2 OF 7’"
rev. 12/00
FORMAL CONTRACT SECTION 500
12.Representations and Warranties. In the supply of any materials and equipment and the rendering of labor and
services during the course and scope of the Project and Work, Contractor represents and warrants:
Any materials and equipment which shall be used during the course and scope of the Project and
Work shall be vested in Contractor;
Any materials and equipment which shall be used during the course and scope of the Project and
Work shall be merchantable and fit to be used for the particular purpose for which the materials are
required;
Any labor and services rendered and materials and equipment used or employed during the course
and scope of the Project and Work shall be free of defects in workmanship for a period of one (1) year
after the recordation of the Notice of Substantial Completion, or, if no such notice is required to be
filed, on the date that final payment is made hereunder;
Any manufacturer’s warranty obtained by Contractor shall be obtained or shall be deemed obtained by
Contractor for and in behalf of City.
Any information submitted by Contractor prior to the award of Contract, or thereafter, upon request,
whether or not submitted under a continuing obligation by the terms of the Contract to do so, is true
and correct at the time such information is submitted or made available to the City;
Contractor has not colluded, conspired, or agreed, directly or indirectly, with any person in regard to
the terms and conditions of Contractor’s Bid, except as may be permitted by the Invitation For Bid;
Contractor has the power and authority to enter into this Contract with City, that the individual
executing this Contract is duly authorized to do so by appropriate resolution, and that this Contract
shall be executed, delivered and performed pursuant to the power and authority conferred upon the
person or persons authorized to bind Contractor;
Contractor has not made an attempt to exert undue influence with the Purchasing Manager or Project
Manager or any other person who has directly contributed to City’s decision to award the contract to
Contractor;
There are no unresolved claims or disputes between Contractor and City which would materially affect
Contractor’s ability to perform under the Contract;
Contractor has furnished and will furnish true and accurate statements, records, reports, resolutions,
certifications, and other written information as may be requested of Contractor by City from time to
time during the term of this Contract;
Contractor and any person performing labor and services under this Project are duly licensed by the
State of California as required by California Business & Professions Code Section 7028, as amended;
and
Contractor has fully examined and inspected the Project site and has full knowledge of the physical
conditions of the Project site.
13.Assiqnment. This Contract and the performance required hereunder is personal to Contractor, and it shall not
be assigned by Contractor. Any attempted assignment shall be null and void.
14.Claims of Contractor. All claims pertaining to extra work, additional charges, or delays within the Contract Time
or other disputes arising out of the Contract shall be submitted by Contractor to City in writing by certified or
registered mail within ten (10) Days after the claim arose or within such other time as may be permitted or
required by law, and shall be described in sufficient detail to give adequate notice of the substance of the claim
to City.
15.Audits by City. During the term of this Contract and for a period of not less than three (3) years after the
CITY OF PALO ALTO
rev. 12/00
CONTRACT C06115304 PAGE 3 OF 7
FORMAL CONTRACT SECTION 500
expiration or earlier termination of this Contract, City shall have the right to audit Contractor’s Project-related
and Work-related writings and business records, as such terms are defined in California Evidence Code
Sections 250 and 1271, as amended, during the regular business hours of Contractor, or, if Contractor has no
such hours, during the regular business hours of City.
16.Notices. All agreements, appointments, approvals, authorizations, claims, demands, Change Orders, consents,
designations, notices, offers, requests and statements given by either party to the other shall be in writing and
shall be sufficiently given and served upon the other party if (1) personally served, (2) sent by the United States
mail, postage prepaid, (3) sent by private express delivery service, or (4) in the case of a facsimile transmission,
if sent to the telephone FAX number set forth below during regular business hours of the receiving party and
followed within two (2) Days by delivery of a hard copy of the material sent by facsimile transmission, in
accordance with (1), (2) or (3) above. Personal service shall include, without limitation, service by delivery and
service by facsimile transmission.
To City:City of Palo Alto
City Clerk
250 Hamilton Avenue
P.O. Box 10250
Palo Alto, CA 94303
Copy to:City of Palo Alto
Public Works Department
Engineering Division
250 Hamilton Avenue
Palo Alto, CA 94303
At[n: Debra Jacobs, Project Manager
To Contractor:BRCO Constructors, Inc.
P.O. Box 367
Loomis, CA 95650
Attn: Bob Pasko
17.Appropriation of City Funds. This Contract is subject to the fiscal provisions of Article III, Section 12 of the
Charter of the City of Palo Alto. Any charges hereunder for labor, services, materials and equipment may
accrue only after such expenditures have been approved in advance in writing in accordance with applicable
Laws. This Contract shall terminate without penalty (1) at the end of any fiscal year in the event that funds are
not appropriated for the following fiscal year, or (ii) 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 shall control in the event of a conflict with any other provision of this Contract.
18.Miscellaneous.
Bailee Disclaimer. The parties understand and agree that City does not purport to be Contractor’s
bailee, and City is, therefore, not responsible for any damage to the personal property of Contractor.
Consent. Whenever in this Contract the approval or consent of a party is required, such approval or
consent shall be in writing and shall be executed by a person having the express authority to grant
such approval or consent.
Controlling Law. The parties agree that this Contract shall be governed and construed by and in
accordance with the Laws of the State of California.
Definitions. The definitions and terms set forth in Section 1 of the Standard Drawings and
Specifications (1992) of this Contract are incorporated herein by reference.
Force Majeure. Neither party shall be deemed to be in default on account of any delay or failure to
perform its obligations under this Contract which directly results from an Act of God or an act of a
CITY OF PALO ALTO CONTRACT C06115304
rev. 12/00
PAGE 4 OF 7
FORMAL CONTRACT
superior governmental authority.
SECTION 500
Headings. The paragraph headings are not a part of this Contract and shall have no effect upon the
construction or interpretation of any part of this Contract.
Incorporation of Documents. All documents constituting the Contract documents described in Section
3 hereof and all documents which may, from time to time, be referred to in any duly executed
amendment hereto are by such reference incorporated in this Contract and shall be deemed to be part
of this Contract.
Integration. This Contract and any amendments hereto between the parties constitute the entire
agreement between the parties concerning the Project and Work, and there are no other prior oral or
written agreements between the parties that are not incorporated in this Contract.
Modification of Agreement. This Contract shall not be modified or be binding upon the parties, unless
such modification is agreed to in writing and signed by the parties.
Provision. Any agreement, covenant, condition, clause, qualification, restriction, reservation, term or
other stipulation in the Contract shall define or otherwise control, establish, or limit the performance
required or permitted or to be required of or permitted by either party. All provisions, whether
covenants or conditions, shall be deemed to be both covenants and conditions.
Resolution. Contractor shall submit with its Bid a copy of any corporate or partnership resolution or
other writing, which authorizes any director, officer or other employee or partner to act for or in behalf
of Contractor or which authorizes Contractor to enter into this Contract.
Co
Severability. If a court of competent jurisdiction finds or rules that any provision of this Contract is void
or unenforceable, the provisions of this Contract not so affected shall remain in full force and effect.
Status of Contractor. In the exercise of rights and obligations under this Contract, Contractor acts as
an independent contractor and not as an agent or employee of City. Contractor shall not be entitled to
any rights and benefits accorded or accruing to the City Council members, officers or employees of
City, and Contractor expressly waives any and all claims to such rights and benefits.
Successors and Assigns. The provisions of this Contract shall inure to the benefit of, and shall apply
to and bind, the successors and assigns of the parties.
Time of the Essence. Time is of the essence of this Contract and each of its provisions. In the
calculation of time hereunder, the time in which an act is to be performed shall be computed by
excluding the first Day and including the last. If the time in which an act is to be performed falls on a
Saturday, Sunday, or any Day observed as a legal holiday by City, the time for performance shall be
extended to the following Business Day.
Alternative Dispute Resolution. The parties shall endeavor to resolve any disputes or claims arising
out of or relating to this Contract by mediation, which, unless the parties agree otherwise, shall be
conducted under the auspices of the Judicial Arbitration and Mediation Service (JAMS), San Jose,
California. The intent of the parties is that the mediation shall proceed in advance of litigation;
however, if any party should commence litigation before the conclusion of mediation, such litigation,
including discovery, shall be stayed pending completion of mediation, and by executing this Contract
the parties stipulate to mediation in accordance with Santa Clara County Superior Court Local Rule
1.15 or Rule 2-3(b) of the ADR Local Rules of the U.S. District Court for the Northern District of
California, as such rules may be amended from time to time. The parties shall share the cost of the
mediation, including the mediator’s fee, equally. Any written agreement reached in mediation shall be
enforceable pursuant to Califomia Code of Civil Procedure § 664.6, as amended.
Venue. Unless the parties mutually agree otherwise, mediation shall take place in San Jose,
California. In the event that litigation is commenced by any party hereunder, the parties agree that
such action shall be vested exclusively in the state courts of California in the County of Santa Clara or
in the United States District Court for the Northern District of California.
CITY OF PALO ALTO
rev. 12/00
CONTRACT C06115304 PAGE 5 OF 7
FORMAL CONTRACT SECTION 500
Recovery of Costs. Each Party shall bear its own costs, including attorney’s fees, through the
completion of mediation. If the claim or dispute is not resolved through mediation, or if litigation is
necessary to enforce a settlement reached at mediation pursuant to California Code of Civil Procedure
§ 664.6, as amended, then the prevailing party in any subsequent litigation may recover its reasonable
costs, including attorney’s fees, incurred subsequent to conclusion of the mediation.
Flow-down. Contractor agrees to include provisions of this Contract relating to Alternative Dispute
Resolution, Venue. and Recovery of Costs in any subcontracts or major material purchase
agreements which it enters into in connection with this Contract, and to require its subcontractors to
include those provisions in any sub-contracts or major material purchase agreements, such that any
mediation or litigation of any claim or dispute asserted by a subcontractor or major material supplier
will be consolidated with any related claim or dispute between the Contractor and the City. Should the
Contractor fail to do so, such that the City is required to defend an action brought by a subcontractor
or material supplier inconsistent with the Alternative Dispute and Venue provisions of this Contract,
Contractor shall indemnify City for City’s costs of defense, including reasonable attorney’s fees.
IN WITNESS WHEREOF, the parties have by their duly appointed representatives executed this Contract in the city of
Palo Alto, County of Santa Clara, State of California on the date first stated above.
APPROVED ASTO FORM:CITY OF PALO ALTO
Senior Assistant City Attorney Assistant City Manager
APPROVED:CONTRACTOR:
Director of Administrative Services
Director of Public Works
By:
Name:
Title:
By:.
Name:
Title:
(Compliance with California Corporations Code ~ 313 is required
if the entity on whose behalf this contract is signed is a
corporation. In the alternative, a certified corporate resolution
attesting to the signatory authority of the individuals signing in
their respective capacities is acceptable)
CITY OF PALO ALTO
rev. 12/00
CONTRACT C06115304
FORMAL CONTRACT SECTION 500
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code ~ 1189)
STATE OF .)
COUNTY OF )
On , before me, ,
a notary public in and for said County, personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
Signature (Seal)
CITY OF PALO ALTO
rev. 12/00
CONTRACT C06115304 PAGE 7 OF 7
Children’s Library Bid Summary Attachment F
Bid opening date 1/10/2006
Contractor
Gonsalves & Stronck
Garden City Construction
Sausal Corporation
BRCO Constructors, Inc.
Location
San Carlos, CA
San Jose, CA
San Leandro, CA
Loomis, CA
Bid amount
$ 3,457,000.00
$ 3,000,941.00
$ 2,735,000.00
$ 2,646,000.00
maximum
minimum
range
% of minimum
$ 811,000.00
31%
engineer’s estimate
over estimate
% over estimate
$ 2,400,000.00
$ 246,000.00
10%
2/27/2006 1:38 PM project budget and funding.xls
CERTIFICATION OF NONDISCRIMINATION
ATTACHMENT G
FORM 410
PROJECT: Children’s Library Expansion and Improvements Proiect
Certification of Nondiscrimination: As suppliers of goods and/or services to the City of Palo Alto
in excess of $5,000, the firm, contractor or individual(s) listed below certify that: they do not and in
the performance of this contract they will not discriminate in employment of any person because of
race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing
status, marital status, familial status, weight or height of such person; and further certify that they
are in compliance with all Federal, State and local directives and executive orders regarding
nondiscrimination in employment.
Firm:BRCO Constructors, Inc.
Title of Officer Signing:Bob Pasko,
Signature:
DATE:
Vice-President
Jan. 9, 2006
CITY OF PALO ALTO IFB 115304 PAGE 1 OF 1
ATTACHMENT H
AMENDMENT NO. TWO TO CONTRACT NO. C05108354
BETWEEN THE CITY OF PALO ALTO AND
ARCHITECTURAL RESOURCES GROUP,
ARCHITECTS, PLANNERS & CONSERVATORS, INC.
This Amendment No.Two to Contract No. C05108354
("Contract") 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 ARCHITECTURAL RESOURCES
GROUP, ARCHITECTS, PLANNERS & CONSERVATORS, INC., a California
corporation, located at Pier 9, The Embarcadero, San Francisco, CA
94111 ("CONSULTANT").
RECITALS:
WHEREAS, the Contract was entered into between the
parties for the provision of design services and construction
administration services for the Children’s Library Renovation and
Expansion Project; and
WHEREAS, the parties entered into Amendment No. One to
the Contract to provide for design services for the south addition
to the Children’s Library Renovation and Expansion Project and to
increase the CONSULTANT’s maximum compensation; and
WHEREAS, the parties wish to further amend the Contract
to provide for additional services related to landscape design and
maintenance issues and mechanical life cycle cost analysis and to
increase the maximum compensation by Thirty Two Thousand Eight
Hundred Fifty Dollars ($32,850) to cover these new services, to
increase the additional services budget and to provide for
construction administration fees for mechanical, electrical and
structural systems that were inadvertently omitted.
NOW, THEREFORE, in consideration of the covenants, terms,
conditions, and provisions of this Amendment, the parties agree:
SECTION i.Section
amended to read as follows:
1.5, entitled "Project, " is
"1.5 Project
The term "Project" shall mean the services and
improvements, if any, described in Exhibit "A"
entitled "Scope of Project and Time Schedule,
"Exhibit "A-I" entitled "Scope of Work for Design
Services to Add South Addition," and Exhibit "A-2"
entitled "Scope of Work for New Landscape and
060208 sm 0100434
Mechanical Lifecycle Cost Services" attached hereto
and made a part hereof by this reference."
SECTION 2. Section 3, entitled "Scope of Project" is
amended to read as follows:
"SECTION 3 -SCOPE OF PROJECT
The scope of the Project to be executed by
CONSULTANT under the phases of the Basic Services
described in Section 4.1 of this Agreement, and the
time schedule for the Project, are described in
Exhibits "A~, "A-I~, and "A-2"."
SECTION 3. Section 4.1, entitled "Basic Services" is
amended to read as follows:
"4.1 Basic Services
Stages of Work. The Basic Services shall be
furnished in the stages of work as described below
and as more particularly described in Exhibits
"A-I", and "A-2"
SECTION 4. Section 7.1, entitled "Consultant’s Fees" is
amended to read as follows:
"7.1 Consultant’s Fees
CONSULTANT’s maximum compensation under this
Agreement for performance of the Basic Services,
Additional Services~ and Reimbursable Expenses
shall not exceed Four Hundred Seventy Five Thousand
Nine Hundred Seventy Two Dollars ($475,972).
In consideration for the full performance of the
Basic Services (excluding Reimbursable Expenses as
described in section 7.1.5 of this Agreement) as
described in Sections 4.1.1 through 4.1.4 and 7.1.5
of this Agreement and in Exhibits "A","A-I" and
"A-2", CITY agrees to pay CONSULTANT a fee not to
exceed Four Hundred Three Thousand Three Hundred
Sixty Two Dollars ($403,362).
The amount of CONSULTANT’S compensation shall be
calculated in accordance with the rate schedules
set forth in Exhibits "B" and "B-I", attached
hereto and made a part hereof by this reference, on
a time and materials basis. CONSULTANT expressly
agrees to perform the Basic Services, excluding
Reimbursable Expenses, for a sum not to exceed Four
060208 sm 01130434
2
Hundred Three Thousand Three Hundred Sixty Two
Dollars ($403,362) and that any hours worked in
connection with the Basic Services for which
payment would exceed such amount shall be at no
cost to City.
7.1.1 Subconsultants. Fees for sub-
consultants, hired directly by CONSULTANT, shall be
approved by CITY in advance of incurring such fees.
7.1.2 For Additional Services. CONSULTANT’S
compensation for any Additional Services, shall not
exceed Thirty Six Thousand Eight Hundred Forty
Dollars ($36,840) unless such amount is increased
by amendment to this Agreement. The City’s project
manager shall not authorize and CONSULTANT shall
not perform any Additiona! Services that would
result in a cost exceeding such amount. Prior to
commencing any Additional Services, CITY, through
the Project Manager, and COUNSULTANT shall agree in
writing upon the scope of work, schedule and
maximum compensation for such services. Such
compensation shall be based on the rates set forth
in Exhibits "B" and "B-I"
Payment for any authorized Additional Services
shall be made within thirty (30) days of submission
by CONSULTANT of a statement in triplicate of
itemized costs covering such work.In no event
shall CONSULTANT design work or change order
preparation which is necessary because of
CONSULTANT’s errors or oversights be authorized or
paid for as an Additional Service.
7.1.3 Calculation of Direct Personnel
Expense. Direct personnel expense of employees
engaged on the Project by CONSULTANT shall include
only the work of architects, engineers, designers,
job captains, draftspersons, specification writers
and typists, in consultation, research and design,
in producing drawings, specifications and other
documents pertaining to the Project, and in
services during construction at the site. 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.
7.1.4 Reimbursable Expenses. Payment to
CONSULTANT for Reimbursable Expenses incurred in
060208 sm 0100434
connection with the performance of the Basic
Services shall not exceed Thirty-Five Thousand
Seven Hundred Seventy Dollars ($35,770).
Reimbursable Expenses are actual expenditures plus
10% markup made by CONSULTANT, its employees, or
its professional consultants in the interest of the
Project for expenses listed in the following
paragraphs:
(a) Expense in connection with the
Project for long distance telephone calls and fees
paid for securing approval of authorities having
jurisdiction over the Project.
(b) Expense of reproduction,
graphics, postage and handling of drawings and
specifications, except for those required to be
furnished by CONSULTANT in Section 4 and for use in
CONSULTANT’s office.
(c) Only if authorized in advance
in writing by CITY, expense of overtime work
requiring higher than regular rates, expense of
renderings or models for CITY’s use."
SECTION 5. Section 8.2, entitled "Time of Completion of
Each Phase~ is amended to read as follows:
8.2 Time of Completion
CONSULTANT agrees to perform the services within
the time limits set forth in Exhibits "A", "A-I",
and "A-2" provided, however, that any change in the
scope of services may require a revised time table.
The Construction Stage, if any, shall be dependant
upon the length of the contract, but in no event
shall CONSULTANT submit Record Drawings later than
sixty (60) days after completion of construction
work, as determined in writing by the Project
Manager.
CITY agrees to exercise due diligence in performing
its tasks to implement CONSULTANT’s timetable
provided under Exhibits "A", "A-I", and "A-2" "
SECTION 6. The following exhibits to the Contract are
added to read as set forth in the attachments to this Amendment,
and are incorporated in full by this reference:
060208 sm 0100434
4
a o Exhibit "A-2" entitled "Scope of Work for New
Landscape and Mechanical Lifecycle Cost Services"
b. Exhibit "B-I" entitled "Revised Fee Schedule"
SECTION 7. Except as herein modified, all other
provisions of the Contract, including any exhibits and subsequent
amendments thereto, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have by their duly
authorized representatives executed this Amendment on the date
first above written.
ATTEST:CITY OF PAL0 ALTO
City Clerk
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:
Assistant City Manager
Director of Administrative
Services
Director of Public Works
Risk Manager
Attachments: EXHIBIT "A-2":
EXHIBIT "B-I":
Mayor
ARCHITECTURAL RESOURCES GROUP,
ARCHITECTS, PLANNERS &
CONS 9RS INC.
Title:
Taxpayer Identification
No. ~’-f’---~>’~ i ! t ~f z--
(Compliance with Corp. Code § 313 is
required if the entity on whose behalf
this contract is signed is a corporation.
In the alternative, a certified corporate
resolution attesting to the signatory
authority of the individuals signing in
their respective capacities is acceptable)
Scope of Work for New Landscape
and Mechanical Lifecycle Cost
Services
Revised Fee Schedule
060208 sm 0100434
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189
COUNTY OF ~ ~~-~_~)
On ~1~tu~ ~,a~ before me, ~OO.Tk ~’~~ .~[~L
a notary public in ~nd ~or said County, personally appeared
T~ ~ V-o~ ....
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is~
subscribed to the within instrument, and acknowledged to me that
he/sh~ executed the same in his/he~ authorized
capac~ff-y(ies), and that by his/h~ sfgnature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
lature Notary Public
060208 sm 0100434
CERTIFICATE OF ACKNOWLEDGMENT
(Civil Code § 1189)
COUNTY OF- ) )
On ~’~~@ ~ ~d~6 before me,
a notary public in a~d ~or said County personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s whose name(s) is/are
subscribe~d~o the within instrument, and acknowledged to me that
he/she~ executed the same in his/her/~-~ authorized
capacity-Kies), and that by his/he~sig~e(s) on the
instrument the person(s), or the entit~ upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
lature o~otary Public
e JOAN FRANCES RANDOLPH
COMM. #1609452
060208 sm 0100434
Exhibit "A-2"
Scope of Work for New Landscape and Mechanical Lie Cycle Cost Services
Revisions to landscape design
Approval, dated 12-23-2005
,Tree protection plan
m Remova! of tree trellis
m Hedge reconfiguration
~Deliverables due April 10, 2006
plans and specifications required by Conditions of
Landscape maintenance plan
,Required by Conditions of Approval, dated 12-23-2005
[]Guide for maintenance of Secret Garden after project completion
o Deliverables due December 30, 2006
Life Cycle Cost Analysis for mechanical system
~Required for CARE grant from City of Palo Alto Utilities
[]Comparing costs of mechanical systems options
o Initial costs
o Maintenance costs
o Operation costs
o Total costs
[]Comparisons done for the useful life of the mechanical systems
[]Show the most economical alternative in terms of real costs
[]Deliverables due May 1, 2006
Coordination with Construction Manager
m Duration: entire construction phase
Palo Alto Children’s Library
RATE SCHEDULE
ARCHITECTURAL RESOURCES GROUP (Architect)
Principal Proj IVlgr Proj Arch
Judd Malmstrom Rossetti
$18O $150 $135
Drafter
$95
February 23, 2006
Admin
$75
LUTSKO ASSOCIATES (Landscape Architect)
Principal Proj Mgr Drafter
$220 $110 $80
GFDS EENGINEERS (Structural Engineer)
Principal Struct Engr Sr Des Engr CAD Tech
$215 $135 $125 $100
LIST ENGINEERING (Mechanical Engineer)
Principal Engineer Drafter
$150 $130 $100
AURUM CONSULTING ENGRS (Electrical Engineer)
Engineer Drafter
$125 $80
Admin
$55
Architectural Resources Group
Children’s Library
project component
design (ARG)
construction administration
construction management
testing & inspection
City costs
total design costs
Construction contract
change order contingency
(NOVA)
(BRCO)
(12%)
project costs analysis
summary cost
$475,972
$173,678
$174,372
$824,022
$2,646,000
$317,520
ATTACHMENT I
funding distribution
$450,000
$150,000
$4,717
$604,717
$2,261,607
$271,393
difference
$ 219,305
grand total for construction $2,963,520 $2,533,000 $ 430,520
total project costs 3,787,542 3,137,717 $ 649,825
FUNDING
Palo Alto Library Foundation
Friends of the Palo Alto Library
total HUD funding
sale of TDR
CARE grant from Utilities
City Infrastructure Reserve
City share of construction cost
Arrillaga donation
total funding to date
BAO amounts
$660,000.00
$ 473,000.00
$ 357,217.00
$237,500
$10,000
$ 1,350,000
$
$
50,000
3,137,717
REVISED
2/27/2006, 1:45 PM project budget and funding.xls
ATTACHMENT J
From: Harrison,. Emily
Sent: Wednesday, February 15, 2006 9:20 AM
To: ’Jeff Levinsky’
Co: Simpson,. Paula; Roberts, Glenn; Sartor, Mike
Subject: RE: Request for $215,000
Jeff, I wasn’t waiting to hear from you, your previous e mail was very clear. I appreciate the update on
the Board’s action, of course. We are moving ahead with a staff report to the Council that is agendized
for March 6, which will provide the Council with various options given FOPAL’s decision.
From: Jeff Levinsky [mailto:jeff@friendspaloaltolib.org]
Sent: Wednesday, February 15, 2006 8:38 AM
To: Harrison, Emily
Subje~: Fw: Request for $215,000
Dear Emily:
I’m writing because I’m unsure of the status of the request. Paula Simpson indicated you and other
staff would be meeting last Fdday to discuss the situation and see what the City would like to do at this
point. However, I haven’t heard anything. Also last week, FOPAL’s board did not agree to provide
$100,000 but rather just directed me and two other board members to further explore with the City if
FOPAL could keep its funds in reserve until we knew they’d not be needed for FF&E. I know time is
running out and didn’t know if you were waiting to hear from me on this issue. If you’d like to schedule a
discussion, please let me know. If the City has instead opted to drop this request of FOPAL at this point,
please also let me know and rll so inform my board.
Thanks,
Jeff
..... Original Message ....
From: Jeff Levinsky
To: Emily Harrison ; Yoriko
Cc: Diane Jennin.qs ; Simpson, Paula
Sent: Tuesday, February 07, 2006 4:34 PM
Subject: Request for $215,000
Dear Emily and Yodko:
Bob Otnes and I sent the revised request for an additional $215,000 to our board on Friday evening for
discussion and consideration. We explained that the City had offered FOPAL some flexibility, including
(1) the ability to pay the sum over three years, (2) that we would be required only to make a "best effort"
to pay the money, (3) that the City would stdve to use grants and other sources to pay for library services
and such that we otherwise would have, and (4) that a pilot booksale at Main was still open for
discussion.
Our board has considered the request quite carefully and, for a variety of reasons, declined to fund the
additional $215,000. 1 recognize that will come as a disappointment. However, as part of our voting, I did
ask board members whether they’d agree to a more conservative sum. It is my personal sense (I am no__jt
speaking for the board on this), that a majority rni_qht agree to provide $100,000 or so given the above
terms. I will try to advance that if you wish at our board meeting tomorrow morning.
I know both of you have a long history in working with my organization and trust that you know we remain
committed to working very hard and helping to fund the library system in many, many ways. It is with
regret that we cannot offer you the additional $215,000 for the Children’s Library construction, but we do
want to work with you and the Foundation to ensure that the project does go ahead.
Thank you,
Jeff Levinsky, President
Friends of the Palo Alto Library
ATTACHMENT K
Notes on the Children’s Libra~ Cost Overrun
Friends of the Palo Alto Library
February 3, 2006
FOPAL Doesn’t Have $240~000 to Give
Most of our funds are already encumbered. As of January 25, 2006, our financial situation is:
Current Bank/Investment Assets $1,240,816.96
Awarded Grants to Library Payable
Children’s Library Payable
Cable Co-op Payable
Mary Jo Levy Desk Payable
Dalai Fund
Roche Fund
Endowment Fund
Fund for the Future
Library Lovers Fund
Rent Fund (due at end of fiscal year)
Operating Reserve:
(includes additional rent, operations,
agreements with our booksate manager and
delivery person, capital items, etc.)
Total obligations/commitments
$88,416.28
$470,000.00
$186,548.68
$40,00&00
$13,763.16
$1,427.23
$252,494.09
$9,250.01
$9,317.25
$10,099.31
$70,000.00
$1,151,316.01
Available to spend $89,500.59
In addition, other library requests are pending:
A2 Congressional Quarterly Online Subscription
A4 Downtown Children’s Shelf
A6 Downtown Desk
A14 International Books
Bll Children’s Rug at Main
A11 and A13 Mitchell Park and Main Teen Improvements
(note: $40,900 total - $10,000 raised by PALF)
Total pending requests
Total available if all pending requests were awarded
$6,214.00
$700.00
$10,000.00
$21,400.00
$5O0.O0
$30,900.00
$69,714.00
$19,786.59
Paula Simpson, LAC members, and the community have also suggested we fund other
improvements to the Downtown Library to offset the shrinkage there. The cost of those
improvements is unknown.
We do not have the ability to support all these requests plus contribute to the cost overrun.
FOPAL’s Contribution to Children’s Library, is Already Considerable
We have donated almost $100,000 to the project that was not counted.
Original Contract for Children’s Library
Contractual Increase for Second Wing
Mary Jo Levy Desk
Cable Co-op Funds
Grants for Campaign to PALF
Total Support for Children’s Library
$420,000.00
$50,000.00
.$40,000.00
$12,200.00
$44,950.00
$567,150.00
In addition, FOPAL and PALF collaborated on the main community fundraising, using mailing
lists, publicity, and contacts of FOPAL. Virtually all of those donations were sent to a common
fund, but then credited to PALF.
FOPAL Has Taken on Other Significant City Costs
We now pay about $40,000 annually in rent and delivery costs that the City used to
cover.
Over a three-year period, that plus the $100,000 above is about $240,000.
Cost Overruns Were Anticipated and Not to be FOPAL’s Responsibility
The contract that the City, PALF, and FOPAL negotiated and the Council approved
states, "m~der no circumstances, shall [FOPAL or PALF] be required to contribute more
than the amounts set forth in section 1.31. above," which is $470,000 for FOPAL.
Neither PALF nor FOPAL can step in and cover the cost overrun or even any substantial
share. Private partners in other city projects will undoubtedly have the same situation.
Future potential partners considering entering public-private partnerships with the City
will be deterred by the precedent that FOPAL cover this cost overrun.
The City has Adequate Resources
Press accounts describe a surplus in city funds.
Library infrastructure is part of the city’s three priorities for the year. Presumably this
means additional funding will be available.
Children’s Library has received no improvement funding from the City for the last 65
years! $240,000 represents just $3,700 for each of those years. It represents just 13
cents per resident over the next 30 years. It is simply not a considerable sum from the
City"s perspective.
There is no Opportunity, to Fundraise
Most of the funding we provided for the Children’s Library came from outside donors.
With the Children’s Library already closed, the time pressure is severe. Had we more
time, we might have sought contributions.
Recent stories in the press do not seem helpful in raising contributions. For instance, the
Daily and Weekly recently reported shortfalls of $250,000 and $200,000 respectively.
Yet, the City’s accom~ting states approximately $700,000 as the "total additional funding
needed."
Contributors may want to know why the design shortfall was not revealed earlier, since
clearly the City must have known.
The library community used $250,000 as the FFE target. That has now- risen to
$350,000, which is still shy of the normal 12.5% of construction costs, which comes to
$370,440. In total, it appears to us that the total project overrun is actually $817,114, or
about four times what the press just reported.
We Have Been Asked to Also Help With FFE
The City has not budgeted any-thing for FFE.
We are already providing about $50,000 for it, between the Mary Jo Levy desk and Cable
Co-op Funds.
With -$100,000 raised to date by PALF, that leaves an estimated FFE shortfall of
$220,000 to be raised.
The Library requested we fund another $50,000 (item B4) of this over two years.
PALF has expressed concerns as to whether or not it can raise a lesser stun.
PALF hopes we will cover any shortfall for FFE.
The Request is Inconsistent with LAC-affirmed Donation Policies
The FOPAL donation guidelines that the LAC expressed agreement with in November
2004 state that we should fund items donors find particularly motivating. Cost overruns
are not motivating to donors.
The guidelines also stated that, ~°funds we provide should be used equitably among
library facilities and among different segments of the population." Expending $240,000
of core FOPAL money on just one facility that benefits one segment of the population
does not fit this guideline.
The Request is Inconsistent with FOPAL Policies
FOPAL has some 140 dedicated, hard working volunteers who make possible our
booksales. The requested $240,000 is more than our entire annual net income and more
than the booksale gross annual income, which has expenses of approximately $60,000.
FOPAL volunteers, members, and donors tell us that FOPAL funds should be equitably
allocated to Palo Alto libraries. We do not want to risk alienating any group by turning
over more than an entire year’s income for this one project, especially for an overrun.
FOPAL and similar organizations nationwide always seek to ensure that contributions do
not lead to library cuts by an equal amount. Any payment by FOPAL to the City for the
Children’s overrun would effectively reduce the amount that FOPAL would have
available to meet other library needs. Meanwhile, because the city appears to have
adequate capital funds, the FOPAL board is concerned that we would effectively be
subsidizing some other capital project rather than libraries.