HomeMy WebLinkAboutStaff Report 284-10TO: HONORABLE CITY COUNCIL
FROM: CITY MANAGER DEPARTMENT: PUBLIC WORKS
DATE: JUNE 28,2010 CMR:284:10
REPORT TYPE: CONSENT
SUBJECT: Approval of Three Contract Documents for the Downtown Library
Measure N Bond Project (CIP PE-09005): (1) Contract with W.L.
Butler Construction, Inc., in a Total Amount Not to Exceed
$2,875,000 for Construction; (2) Contract Amendment Two with
Group 4 Architecture, Research + Planning, Inc., to Add $312,396 for
Construction Administration Services for a Total Contract Amount
Not to Exceed $4,231,710; and (3) Contract Amendment One with
Turner Construction to Add $432,000 for Construction Management
Services for a Total Contract Amount Not to Exceed $582,198
RECOMMENDATION
Staff recommends that Council:
1. Approve and authorize the City Manager or his designee to execute a contract
(Attachment A) with W.L. Construction, Inc., in the amount of $2,500,000 for
construction of improvements at the Downtown Library (PE-09005).
2. Authorize the City Manager or his designee to negotiate and execute one or more change
orders to the contract with W.L. Construction, Inc., for related, additional but unforeseen
work which may develop during the project, the total value of which shall not exceed
$375,000.
3. Approve and authorize the City Manager to execute Amendment No. Two (Attachment
B) to contract C09130744 with Group 4 Architecture, Research + Planning (Group 4
Architecture), Inc., in an amount not to exceed $312,396 for construction administration
services for the Downtown Library. This amount includes $293,396 for basic services
and $19,000 for additional services.
4. Approve and authorize the City Manager to execute Amendment No. One (Attachment
C) to contract C10131631 with Turner Construction, Inc., in the amount of $432,000 for
construction management services for the Downtown Library. This amount includes
$392,000 for basic services and $40,000 for additional services.
BACKGROUND
On July 7, 2008, Council directed staffto proceed with placing on the November 2008 ballot a
library/community center bond measure. Measure N, which passed on November 4, 2008,
CMR:284:10 Page 1 of5
includes funding for construction of a new and expanded Mitchell Park Library and Community
Center (MPLCC), renovation of the Downtown Library and renovation and expansion of the
Main Library. Detailed history of the design development can be found in past City Manager's
Reports to Council (CMR:286:02, CMR:119:06, CMR343:06, CMR:434:06; CMR:225:07,
CMR:321:08, CMR:473:08 and CMR:149:09),
http://www.cityofpaloalto.org/knowzone/reports/cmrs.asp).
Construction of the Downtown Library is scheduled to begin in July 2010 and be complete
approximately one year later.
DISCUSSION
Downtown Library Contracts and Bid Process
System upgrades, such as improved lighting and mechanical systems, as well as seismic,
accessibility and other code upgrades will be included in the Downtown Library project, and the
interior space will be reconfigured.
Given the size, complexity and location of the project, staff wanted to ensure that any contractor
selected would be capable of completing the project in a high quality and timely fashion. In
March, 2010, a Request for Prequalification of Bidders was advertised and posted at local
Builder's Exchanges. Any contractor who intended to submit a bid was required to complete a
questionnaire that presented the company's financial status, ability to obtain bonding and
experience ,on similar structures. Seventeen companies submitted information and ten were
determined to be qualified to submit construction bids.
A notice inviting formal bids (IFB) for the Downtown Library Construction was sent to the ten
pre-qualified contractors. The bidding period was 27 days. Bids were received from eight
contractors on May 11, 2010, as listed on the attached bid summary (Attachment D). Bids
ranged from a low of $2,500,000 to a high of $5,090,000.
Summary of Bid Process
Bid NamelNumber IFBXX Downtown Library Improvements
Proposed Length of Proj ect 300 days
Number of Bids Mailed to 12
Contractors
Number of Bids Mailed to Builder's 11
Exchanges
Total Days to Respond to Bid 27
Pre-Bid Meeting? Yes
Number of Company Attendees at 12
Pre-Bid Meeting
Number of Bids Received 8
Bid Price Range* Low of $2,500,000 to a high of $5,090,000
*Bid summary provided in Attachment D
Staff has reviewed all bids submitted and recommends that the bid of $2,500,000 submitted by
W.L. Butler Construction, Inc., be accepted and that W.L. Butler Construction, Inc., be declared
CMR:284:10 Page 2 of5
the lowest responsible bidder. The bid is 25 percent below the engineer's estimate of
$3,300,000. The engineer's estimate was prepared by a professional cost-estimating firm, Davis
Langdon Associates. An independent estimate was also prepared by an estimator from the City's
construction management firm, Turner Construction. The two estimates were within a few
percentage points of each other and after discussion between the two firms and the City, a
reconciled estimate of $3,300,000 was accepted as the engineer's estimate. The low bids for this
project can be attributed to the current depressed economic conditions, which are highly
conducive to competitive bidding. The low bid from W.L. Butler is also in keeping with recent
construction bids on City projects being 25-40 percent below the engineer's estimate.
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 major complaints.
A contingency amount of 15 percent is requested because of the age and accuracy of the as-built
plans used to prepare the current construction documents, as well as the increased potential for
unforeseen building conditions such as termites or dry rot.
Group 4 Architecture Contract Amendment
Amendment No.2 (Attachment B) to the contract with Group 4 Architecture will provide for
general construction administration oversight during the construction phase of the Downtown
Library.
Turner Construction Contract Amendment
The project administration workload for the Measure N bond projects is beyond what Public
Works staff can administer without assistance. Amendment No.1 to the contract with Turner
Construction (Attachment C) will provide for staff from Turner Construction to supplement
Public Works staff during the construction of the Downtown Library. In addition to providing
daily oversight of the respective contractors, Turner Construction will provide testing services
needed for the Downtown Library project.
RESOURCE IMPACT
On May 1.0, 2010, Council approved a Resolution authorizing the first issuance and sale of
general obligation bonds for the Measure N projects in an amount not t6 exceed $60,000,000
(CMR:242: 1 0). The various contracts included herein for approval are included in that first bond
sale amount and will be funded through money generated from that sale as follows:
W.L. Butler
Group 4 Architecture,
Amendment No. 2
Downtown Library (PE09005)
$ 2,875,000
$ 312,396
Turner Construction, $ 432,000
Amendment No. 1
Total: $ 3,619,396
CMR:284:10 Page 3 of5
POLICY IMPLICATIONS
Approval of these contracts is consistent with Council's previous direction on the library projects
and will further the projects identified in Measure N. It does not represent a change in City
policy.
TIMELINE
The renovation of the existing 5,090 square foot Cubberley Community Center auditorium into a
temporary library is nearing completion. The temporary library will house approximately 45,000
volumes in the collection, which is about half the number currently at the Mitchell Park Library.
Technical Services staff formerly located at the Downtown Library have been relocated to the
auditorium and hazardous material removal at the Downtown Library has begun under a separate
contract. When construction on the new MPLCC is ready to begin, additional furniture, library
materials and shelving will be moved into the temporary library and salvage operations (of
useable lighting, landscaping, etc) will also begin. Staff, computers and games from the Teen
Center will also be relocated into Building G, rooms 7D and 7C at Cubberly at that time. Once
the MPLCC books, staff and equipment have been moved in late June 2010, the temporary
library and Teen Center will be opened to the public. Construction on the new MPLCC library
and community center are expected to begin in August.
Technical Services staff will remain in the temporary library at the Cubberley Community
Center until their new spaces at the MPLCC have been completed in 2012. Library
Administration staff formerly located at the Downtown Library have moved to the Main Library
for the duration of the Downtown Library renovation and will move back to the Downtown
Library when the renovation work is completed in the summer of 20 11.
The Downtown Library was closed on April 25, 2010, so that staff, books and materials could be
moved out of the Downtown Library prior to the removal of hazardous material from the
building in May. Shortly after the hazardous material has been removed, the primary remodeling
will begin in July and is expected to last approximately one year.
Construction documents have been completed for the MPLCC and are currently being advertised
for construction bids. The Mitchell Park Library closed on June 5, 2010, so that staff could
begin preparing for moving to the temporary library at the Cubberley Community, Center. A
groundbreaking celebration and ceremony was held on Saturday, June 12, with entertainment,
activities for children and displays about the building. The Community Center closed on June
13, 2010, and staff, computers and games from the Teen Center will also be relocated into
Building G, rooms 7D and 7C at Cubberly shortly thereafter. Once the MPLCC books, staff and
equipment have been moved, the temporary library and Teen Center will be opened to the public
and construction on the new MPLCC library will begin. A contract for construction of the
MPLCC and related consultant services is expected to be presented for Council approval in
August 2010.
A contract with Group 4 Architecture for design services for the Main Library and construction
of the MPLCC is expected to be presented for Council approval in August 2010. Construction
on the Main Library is anticipated to start in the winter of2012.
CMR:284:10 Page 4 of5
ENVIRONMENTAL REVIEW
The Downtown Library was determined to be exempt from the California Environmental Quality
Act (CEQA) review pursuant to Section 15301, "existing facilities".
ATTACHMENTS
Attachment A: Construction Contract, C10135891
Attachment B: Contract Amendment No.2, Group 4 Architecture, Research + Planning
Attachment C: Contract Amendment No.1, Turner Construction
Attachment D: Bid Summary
PREPARED BY:
KAREN BENGARD
--'
DEPARTMENT HEAD:
CITY MANAGER APPROVAL:
CMR:284:10 Page 5 of5
ATTACHMENT A
. .. • -;.L,-. . .. ~ ~.
PALO ALTO
CONSTRUCTION CONTRACT
Contract No. C10135891
City of Palo Alto
and
w. L. Butler Construction, Inc.
PROJECT:
Downtown Library Improvements
Rev. February 1, 2010
SECTION 1.
CONSTRUCTION CONTRACT
TABLE OF CONTENTS
INCORPORATION OF RECITALS AND DEFINITIONS .................................... 1
1.1 Recitals ................................................................................................................................ 1
1.2 Definitions ........................................................................................................................... 1
SECTION 2. THE PROJECT ................................................................................................... 1
SECTION 3. THE CONTRACT DOCUMENTS ....................................................................... 1
LIST OF DOCUMENTS .................................................................................................................... 1
3.2 ORDER OF PRECEDENCE ............................................................................... 2
SECTION 4. THE WORK ........................................................................................................ 2
SECTION 5. PROJECT TEAM ........................................... ; .................................................... 2
SECTION 6. TIME OF COMPLETION .................................................................................... 2
6.1 Time Is of Essence ............................................................................................................. 3
6.2 Commencement of Work ................................................................................................... 3
6.3 Contract Time ..................................................................................................................... 3
6.4 Liquidated Damages .......................................................................................................... 3
6.4.1 Entitlement .................................................................................................................... 3
6.4.2 Daily Amount ............................................................................................................... 3
6.4.3 Exclusive Remedy ....................................................................................................... 3
6.4.4 Other Remedies ................................... : ...................................................................... 3
6.5 Adjustments to Contract Time ........ ~ ................................................................................. 3
SECTION 7. COMPENSATION TO CONTRACTOR .............................................................. 3
7.1 Contract Sum ...................................................................................................................... 3
7.2 Full Compensation ............................................................................................................. 4
7.3 Compensation for Extra or Deleted Work ........................................................................ 4
7.3.1 Self Performed Work ................................................................................................... 4
7.3.2 . Subcontractors ............................................................................................................ 4
Rev. February 1, 2010
Contract C10135891 W.l. BUTLER CONSTRUCTION.doc
SECTION 8. STANDARD OF CARE .................. : .................................................................... 4
SECTION 9. INDEMNIFiCATION ............................................................................................ 4
9.1 Hold Harmless ..................................................................................................................... 4
. 9.2 Survival ............................................................................................................................... 5
SECTION 10 NONDISCRIMINATION ...................................................................................... 5
SECTION 11. INSURANCE AND BONDS ................................................................................ 5
SECTION 12. PROHIBITION AGAINST TRANSFERS ............................................................ 5
SECTION 13. NOTICES ............................................................ : ............................................... 6
13.1 Method of Notice ................................................................................................................ 6
13.2 Notice Recipients ............................................................................................................... 6.
13.3 Chanpe of Address ........................ , ................................................................................... 7
14.1 Resolution of Contract Disputes ...................................................................................... 7
14.2 Resolution of Other Disputes ............................................................................................ 7
14.2.1 Non-Contract Disputes ........................... : .................................................................... 7
14.2.2 Litigation, City Election ................................................................................................. 7
14.3 Submission of Contract Dispute ....................................................... : .............................. 8
14.3.1 By Contractor ............................................................................................................... 8
14.3.2 By City.· ......................................................................................................................... 8
14.4 Contract Dispute Resolution Process .............................................................................. 8
14.4.1 Direct Negotiations ...................................................................................................... 8
14.4.2 Deferral of Contract Disputes ...................................................................................... 9
14.4.3 Mediation ..................................................................................................................... 9
14.4.4 Binding Arbitration ....................................................................................................... 9
14.5 Non-Waiver ....................................................................................................................... 10
SECTION 15. DEFAULT ......................................................................................................... 11
15.1 Notice of Default ............................................................................................................... 11
15.2 Opportunity to Cure Default ............................................................................................ 11
SECTION 16. CITY'S RIGHTS AND REMEDIES ................................................................... 11
16.1 Remedies Upon Default ................................................................................................... 11
16.1.1 Delete Certain Services ............................................................................................. 11
16.1.2 Perform and Withhold ................................................................................................ 11
ii Rev. February 1, 2010
Contract C10135891 W.l. BUTLER CONSTRUCTION.doc
16.1.3
16.1.4
16.1.5
16.1.6
Suspend The Construction Contract ......................................................................... 11
Terminate the Construction Contract for Default... .................................................... 11
Invoke the Performance Bond ................................................................................... 11
Additional Provisions ................................................................................................. 12
16.2 Delays by Sureties ........................................................................................................... 112
16.3 Damages to City ............................................................................................................... 12
16.3.1 For Contractor's Default ............................................................................................ 12
16.3.2 Compensation for Losses ................................................................... : ...................... 12
16.5 Suspension by City for Convenience ............................................................................. 12
16.6 Termination Without Cause ............................................................................................ 13
16.6.1 Compensation ........................................................................................................... 13
16.6.2 Subcontractors .......................................................................................................... 13
16.7' Contractor's Duties Upon Termination .......................................................................... 13
SECTION 17. CONTRACTOR'S RIGHTS AND REMEDIES .................................................. 14
17.1 Contractor's Remedies ................................................... : ................................................ 14
17.1.1 For Work Stoppage ................................................................................................... 14
17.1.2. For City's Non-Payment. ............................................................................................ 14
17.2 Damages to Contractor .................................................................................. ; ................ 14
SECTION 18. ACCOUNTING RECORDS ............................................................................... 14
18.1 Financial Management and City Access ........................................................................ 14
18.2 Compliance with City Requests ...................................................................................... 14
-
SECTION 19. INDEPENDENT PARTIES ................................................................................ 14
SECTION 20. NUISANCE ....................................................................................................... 15
SECTION 21. PERMITS AND LICENSES .............................................................................. 15
SECTION 22. WAiVER ............................................................................................................ 15
SECTION 23 GOVERNING LAW ........................................................................................... 15
SECTION 24 COMPLETE AGREEMENT .............................................................................. 15
SECTION 25 SURVIVAL OF CONTRACT ............................................................................. 15
SECTION 26 PREVAILING WAGES ...................................................................................... 15
iii Rev. February 1. 2010
Contract C10135891 W.L. BUTLER CONSTRUCTION.doc
SECTION 27
SECTION28
SECTION 29
SECTION 30
NON APPROPRIATION ................................................................................... 16
GOVERNMENTAL POWERS .......................................................................... 16
ATTORNEY FEES •..•...............................................•...............................•........ 16
SEVERABILITY ................................................................................................ 16
iv Rev. February 1,2010
Contract C10135891 W.L. BUTLER CONSTRUCTtON.doc
CONSTRUCTION CONTRACT
THIS CONSTRUCTION CONTRACT entered into on ("Execution Date") by
and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and W.
L. BUTLER CONSTRUCTION, INC. ("Contractor"), is made with reference to the following:
R EC ITALS:
A. City is a municipal corporation duly organized and validly existing under the laws of the
State of California with the power to carry on its business as it is now being conducted under the
statutes of the State of California and the Charter of City.
B. Contractor is a corporation duly organized and in good standing in the State of
California, Contractor's License Number 355353. Contractor represents that it is duly licensed by the
State of California and has the background, knowledge, experience and expertise to perform the
obligations set forth in this Construction Contract.
C. On April 14, 2010, City issued an Invitation for Bids (IFB) to contractors for the
Downtown Library Improvements ("Project"). In response to the IFB, Contractor submitted a bid.
D. City and Contractor desire to enter into this Construction Contract for the Project, and
other services as identified in the Bid Documents for the Project upon the following terms and
conditions.
NOW THEREFORE, in consideration of the mutual promises and undertakings hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually agreed by and between the undersigned parties as follows:
SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS.
1.1 Recitals.
All of the recitals are incorporated herein by reference.
1.2 Definitions.
Capitalized terms shall have the meanings set forth in this Construction Contract and/or in the
General Conditions. If there is a conflict between the definitions in this Construction Contract
and in the General Conditions, the definitions in this Construction Contract shall prevail.
SECTION 2 THE PROJECT.
The Project is the construction of the Downtown Library Improvements ("Project").
SECTION 3 THE CONTRACT DOCUMENTS.
3.1 List of Documents.
The Contract Documents (sometimes collectively referred to as "Agreement" or "Bid Documents")
consist of the following documents which are on file with the Purchasing Division and are hereby
incorporated by reference:
1 ) Change Orders
2) Field Change Orders
3) Contract
4) Project Plans and Drawings
5) Technical Specifications
Rev. February 1,2010
Contract C10135891 W.L. BUTLER CONSTRUCTION.doc
6) Special Provisions
7) Notice Inviting Bids
8) Instructions to Bidders
9) General Conditions
10) Bidding Addenda
11 ) Invitation for Bids
12) Contractor's Bid/Non-Collusion Affidavit
13) Reports listed in the Bidding Documents
14) Public Works Department's Standard Drawings and Specifications dated 2007 and
updated from time to time
15) Utilities Department's Water, Gas, Wastewater, Electric Utilities Standards dated
2005 and updated from time to time
16) City of Palo Alto Traffic Control Requirements
17) City of Palo Alto Truck Route Map and Regulations
18) Notice Inviting Pre-Qualification Statements, Pre-Qualification Statement, and Pre
Qualification Checklist (if applicable)
19) Performance and Payment Bonds
20) Insurance Forms
3.2 Order of Precedence.
For the purposes of construing, interpreting and resolving inconsistencies between and among the
provisions of this Contract, the Contract Documents shall have the order of precedence as set forth in
the preceding section. If a claimed inconsistency cannot be resolved through the order of precedence,
the City shall have the sole power to decide which document or provision shall govern as may be in the
best interests of the City.
SECTION 4 THE WORK.
The Work includes all labor, materials, equipment, services, permits, fees, licenses and taxes, and all
other things necessary for Contractor to perform its obligations and complete the Project, including,
without limitation, any Changes approved by City, in accordance with the Contract Documents and all
Applicable Code Requirements.
SECTION 5 PROJECT TEAM.
In addition to Cqntractor, City has retained, or may retain, consultants and contractors to provide
professional and technical consultation for the design and construction of the Project. The Project
requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other
members of the Project Team and other contractors retained by City to construct other portions of the
Project.
SECTION 6 TIME OF COMPLETION.
2 Rev. February 1.2010
Contract C10135891 W.L. BUTLER CONSTRUCTION.doc
6.1 Time Is of Essence.
Time is of the essence with respect to all time limits set forth in the Contract Documents.
6.2 . Commencement of Work.
Contractor shall commence the Work on the date specified in City's Notice to Proceed.
6.3 Contract Time.
Work hereunder shall begin on the date specified on the City's Notice to Proceed and shall be
completed .
D not later than
IZI within three hundred calendar days (300) after the commencement date specified in
City's Notice to Proceed.
6.4 Liquidated Damages.
6.4.1 Entitlement.
City and Contractor acknowledge and agree that if Contractor fails to fully and
satisfactorily complete the Work within the Contract Time, City will suffer, as a result
of Contractor's failure, substantial damages which are both extremely difficult and
impracticable to ascertain. Such damages may include, but are not limited to:
(i) Loss of public confidence in City and its contractors and consultants.
(ii) Loss of public use of public facilities.
(iii) Extended disruption to public.
6.4.2 Daily Amount.
City and Contractor have reasonably endeavored, but failed, to ascertain the actual
damage that City will incur if Contractor fails to achieve Substantial Completion of the
entire Work within the Contract Time. Therefore, the parties agree that in addition to
all other damages to which City may be entitled other than delay damages, in the
event Contractor shall fail to achieve Substantial Completion of the entire Work within
the Contract Time, Contractor shall pay City as liquidated damages the amount of
$500 per day for each Day occurring after the expiration of the Contract Time until
Contractor achieves Substantial Completion of the entire Work. The liquidated
damages amount is not a penalty but considered to be a reasonable estimate of the
amount of damages City will suffer by delay in completion of the Work.
6.4.3 Exclusive Remedy.
City and Contractor acknowledge and agree that this liquidated damages provision
shall be City's only remedy for delay damages caused by Contractor's failure to
achieve Substantial Completion of the entire Work within the Contract Time.
6.4.4 Other Remedies.
City is entitled to any and all available legal and equitable remedies City may have
where City's Losses are caused by any reason other than Contractor's failure to
achieve SUbstantial Completion of the entire Work within the Contract Time.
6.5 Adjustments to Contract Time.
The Contract Time may only be adjusted for time extensions approved by City and agreed to
by Change Order executed by City and Contractor in accordance with the requirements of the
Contract Documents.
SECTION 7 COMPENSATION TO CONTRACTOR.
7.1 Contract Sum.
Contractor shall be compensated for satisfactory completion of the Work in compliance with
the Contract Documents the Contract Sum of Two Million Five Hundred Thousand Dollars
($2,500,000.00), award of Base Bid only. o [This amount includes the Base Bid and Add Alternates .J
3 Rev. February 1, 2010
Contract C10135891 W.L. BUTLER CONSTRUCTION.doc
7.2 Full Compensation.
The Contract Sum shall be full compensation to Contractor for all Work provided by Contractor
and, except as otherwise expressly permitted by the terms ofthe Contract Documents, shall
cover all Losses arising out of the nature of the Work or from the acts of the elements or any
unforeseen difficulties or obstructions which may arise or be encountered in performance of
the Work until its Acceptance by City, all risks connected with the Work, and any and all
expenses incurred due to suspension or discontinuance of the Work. The Contract Sum may
only be adjusted for Change Orders issued, executed and satisfactorily performed in
accordance with the requirements of the Contract Documents.
7.3 Compensation for Extra or Deleted Work.
The Contract Sum shall be adjusted (either by addition or credit) for Changes in the Work
involving Extra Work or Deleted Work based on one or more of the following methods to be
selected by City:
1. Unit prices stated in the Contract Documents or agreed upon by City and Contractor,
which unit prices shall be deemed to include Contractor Markup and
Subcontractor/Sub-subcontractor Markups permitted by this Section.
2. A lump sum agreed upon by City and Contractor, based on the estimated Allowable
Costs and Contractor Markup and Subcontractor Markup computed in accordance
with this Section.
3. Contractor's Allowable Costs, plus Contractor Markup and Subcontractor Markups
applicable to such Extra Work computed in accordance with this Section.
Contractor Markup and Subcontractor/Sub-subcontractor Markups set forth herein are the full
amount of compensation to be added for Extra Work or to be subtracted for Deleted Work that
is attributable to overhead (direct and indirect) and profit of Contractor and of its
Subcontractors and Sub-subcontractors, of every Tier. When using this payment
methodology, Contractor Markup and Subcontractor/Sub-subcontractor Markups, which shall
not be compounded, shall be computed as follows:
7.3.1 Markup Self-Performed Work.
10% of the Allowable Costs for that portion of the Extra Work or Deleted Work to be
performed by Contractor with its own forces.
7.3.2 Markup for Work Performed by Subcontractors.
15% of the Allowable Costs for that portion of the Extra Work or Deleted Work to be
performed by a first Tier Subcontractor.
SECTION 8 STANDARD OF CARE.
Contractor agrees that the Work shall be performed by qualified, experienced and well-supervised
personnel. All services performed in connection with this Construction Contract shall be performed in
a manner consistent with the standard of care under California law applicable to those who specialize
in providing such services for projects of the type, scope and complexity of the Project.
SECTION 9 INDEMNIFICATION.
9.1 Hold Harmless.
To the fullest extent allowed by law, Contractor will defend, indemnify, and hold harmless City,
its City Council, boards and commissions, officers, agents, employees, representatives and
volunteers (hereinafter collectively referred to as "Indemnitees"), through legal counsel
acceptable to City, from and against any and all Losses arising directly or indirectly from, or in
any manner relating to any of, the following:
(i) Performance or nonperformance of the Work by Contractor or its Subcontractors or
Sub-subcontractors, of any tier;
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(ii) Performance or nonperformance by Contractor or its Subcontractors or Sub
subcontractors of any tier, of any of the obligations under the Contract Documents;
(iii) The construction activities of Contractor or its Subcontractors or Sub-subcontractors,
of any tier, either on the Site or on other properties;
(iv) The payment or nonpayment by Contractor to any of its employees, Subcontractors or
Sub-subcontractors of any tier, for Work performed on or off the Site for the Project;
and
(v) Any personal injury, property damage or economic loss tothird persons associated
with the performance or nonperformance by Contractor or its Subcontractors or Sub
subcontractors of any tier, of the Work.
However, nothing herein shall obligate Contractor to indemnify any Indemnitee for Losses
resulting from the sole or active negligence or willful misconduct of the Indemnitee. Contractor
shall pay City for any costs City incurs to enforce this provision. Nothing in the Contract
Documents shall be construed to give rise to any implied right of indemnity in favor of
Contractor against City orany other Indemnitee.
9.2 Survival.
The provisions of Section 9 shall survive the termination of this Construction Contract.
SECTION 10 NONDISCRIMINATION.
As set forth in Palo Alto Municipal Code section 2.30.510, Contractor certifies that in the performance
of this Agreement, it shall not discriminate in the employment of any person because of the race, skin
color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status,
marital status, familial status. weightor height of such person. Contractor acknowledges thaUt has..
read and understands the provisions of Section 2.30.510 of the Palo Alto MuniCipal Code relating to
Nondiscrimination Requirements and the penalties for violation thereof, and will comply with all
requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
SECTION 11 INSURANCE AND BONDS.
On or before the Execution Date, Contractor shall provide City with evidence that it has obtained
insurance and Performance and Payment Bonds satisfying all requirements in Article 11 of the General
Conditions. Failure to do so shall be deemed a material breach of this Construction Contract.
SECTION 12 PROHIBITION AGAINST TRANSFERS.
City is entering into this Construction Contract based upon the stated experience and qualifications of
the Contractor and its subcontractors set forth in Contractor's Bid. Accordingly, Contractor shall not
assign, hypothecate or transfer this Construction Contract or any interest therein directly or indirectly,
by operation of law or otherwise without the prior written consent of City. Any assignment,
hypothecation or transfer without said consent shall be null and void.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of.
Contractor or of any general partner or jOint venturer or syndicate member of Contractor, if the
Contractor is a partnership or joint venture or syndicate or co-tenancy shall result in changing the
control of Contractor, shall be construed as an assignment of this Construction Contract. Control
means more than fifty percent (50%) of the voting power of the corporation or other entity.
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Contract C10135891 WL BUTLER CONSTRUCTION.doc
SECTION 13 NOTICES.
13.1 Method of Notice.
All notices, demands, requests or approvals to be given under this Construction Contract shall
be given in writing and shall be deemed served on the earlier of the following:
(i) On the date delivered if delivered personally;
(ii) On the third business day after the deposit thereof in the United States mail, postage
prepaid, and addressed as hereinafter provided;
(iii) On the date sent if sent by facsimile transmission;
(iv) On the date sent if delivered by electronic mail; or
(iv) On the date it is accepted or rejected if sent by certified mail.
13.2 Notice Recipients.
All notices, demands or requests (including, without limitation, Claims) from Contractor to City
shall include the Project name and the number of this Construction Contract and shall be
addressed to City at:
To City: City of Palo Alto
City Clerk
250 Hamilton Avenue
P.O. Box 10250
Palo Alto, CA 94303
Copyto:~ City of Palo Alto
Public Works
Administration
250 Hamilton Avenue
Palo Alto, CA 94301
Attn: Karen Bengard
Or
o City of Palo Alto
Utilities Engineering
250 Hamilton Avenue
Palo Alto, CA 94301
Attn:
In addition, copies of all Claims by Contractor under this Construction Contract shall be
provided to the following:
Palo Alto City Attorney's Office
250 Hamilton Avenue
P.O. Box 10250
Palo Alto, California 94303
All Claims shall be delivered personally or sent by certified mail.
6
Contract C10135891 W.L. BUTLER CONSTRUCTION.doc
Rev. February 1, 2010
All notices, demands, requests or approvals from City to Contractor shall be addressed to:
W. L. Butler Construction, Inc.
204 Franklin Street
Redwood City, CA 94063
Attn: Frank York
13.3 Change of Address.
In the event of any change of address, the moving party shall notify the other party of the
change of address in writing. Each party may, by written notice only, add, delete or replace
any individuals to whom and addresses to which notice shall be provided.
SECTION 14 DISPUTE RESOLUTION.
14.1 Resolution of Contract Disputes.
Contract Disputes shall be resolved by the parties in accordance with the provisions of this
Section 14, in lieu of any and all rights under the law that either party have its rights
adjudged by a trial court or jury. All Contract Disputes shall be subject to the Contract
Dispute Resolution Process set forth in this Section 14, which shall be the exclusive
recourse of Contractor and City for such Contract Disputes.
14.2 Resolution of Other Disputes.
14.2.1 Non-Contract Disputes.
Contract Disputes shall not include any of the following:
(i) Penalties or forfeitures prescribed by statute or regulation imposed by a
governmental agency;
(ii) Third party tort claims for personal injury, property damage or death relating
to any Work performed by Contractor or its Subcontractors or Sub
subcontractors of any tier;
(iii) False claims liability under California Government Code Section 12650, et.
seq.;
(iv) Defects in the Work first discovered by City after Final Payment by City to
Contractor;
(v) Stop notices; or
(vi) The right of City to specific performance or injunctive relief to compel
performance of any provision of the Contract Documents.
14.2.2 Litigation, City Election.
Matters that do not constitute Contract Disputes shall be resolved by way of an action
filed in the Superior Court of the State of California, County of Santa Clara, and shall
not be subject to the Contract Dispute Resolution Process. However, the City
reserves the right, in its sole and absolute discretion, to treat such disputes as
Contract Disputes. Upon written notice by City of its election as provided in the
preceding sentence, such dispute shall be submitted by the parties and finally decided
pursuant to the Contract Dispute Resolution Process in the manner as required for
Contract Disputes, including, without limitation, City's right under Paragraph 14.4.2 to
defer resolution and final determination until after Final Completion of the Work.
7 Rev. February 1,2010
Contract C10135891 W.L. BUTLER CONSTRUCTION.doc
14.3 Submission of Contract Dispute.
14.3.1 By Contractor.
Contractors may commence the Contract Dispute Resolution Process upon City's
written response denying all or part of a Claim pursuant to Paragraph 4.2.9 or 4.2.1 0
of the General Conditions. Contractor shall submit a written Statement of Contract
Dispute (as set forth below) to City within seven (7) Days after City rejects all or a
portion of Contractor's Claim. Failure by Contractor to submit its Statement of
Contract Dispute in a timely manner shall result in City's decision by City on the Claim
becoming final and binding. Contractor's Statement of Contract Dispute shall be
signed under penalty of perjury and shall state with specificity the events or
circumstances giving rise to the Contract Dispute, the dates of their occurrence and
the asserted effect on the Contract Sum and the Contract Time. The Statement of
Contract Dispute shall include adequate supporting data to sUbstantiate the disputed
Claim. Adequate supporting data for a Contract Dispute relating to an adjustment of
the Contract Time shall include both of the following:
(i) All of the scheduling data required to be submitted by Contractor under the
Contract Documents to obtain extensions of time and adjustments to the
Contract Time and
(ii) A detailed, event-by-event description of the impact of each event on
completion of Work. Adequate data to support a Statement of Contract
Dispute involving an adjustment of the Contract Sum must include both of the
following:
(a) A detailed cost breakdown and
(b) Supporting cost data in such form and including such information and
other supporting data as required under the Contract Documents for
submission of Change Order Requests and Claims.
14.3.2 By City.
City's right to commence the Contract Dispute Resolution Process shall arise at any
time following City's actual discovery of the circumstances giving rise to the Contract
Dispute. City asserts Contract Disputes in response to a Contract Dispute asserted
by Contractor. A Statement of Contract Dispute submitted by City shall state the
events or circumstances giving rise to the Contract Dispute, the dates of their
occurrence and the damages or other relief claimed by City as a result of such
events.
14.4 Contract Dispute Resolution Process.
The parties shall utilize each of the following steps in the Contract Dispute Resolution
Process in the sequence they appear below. Each party shall participate fully and in
good faith in each step in the Contract Dispute Resolution Process, and good faith
effort shall be a condition precedent to the right of each party to proceed to the next
step in the process.
14.4.1 Direct Negotiations.
Designated representatives of City and Contractor shall meet as soon as possible
(but not later than ten (10) Days after receipt of the Statement of Contract Dispute) in
a good faith effort to negotiate a resolution to the Contract Dispute. Each party shall
be represented in such negotiations by an authorized representative with full
knowledge of the details of the Claims or defenses being asserted by such party in
the negotiations, and with full authority to resolve such Contract Dispute then and
there, subject only to City's obligation to obtain administrative and/or City Council
approval of any agreed settlement or resolution. If the Contract Dispute involves the
assertion of a right or claim by a Subcontractor or Sub-subcontractor, of any tier,
against Contractor that is in turn being asserted by Contractor against City ("Pass
Through Claim"), then the Subcontractor or Sub-Subcontractor shall also have a
8 Rev. February 1,2010
Contract C1 0135891 W.L. BUTLER CONSTRUCTION.doc
representative attend the negotiations, with the same authority and knowledge as
described above. Upon completion of the meeting, if the Contract Dispute is not
resolved, the parties may either continue the negotiations or any party may declare
negotiations ended. All discussions that occur during such negotiations and all
. documents prepared solely for the purpose of such negotiations shall be confidential
and privileged pursuant to California Evidence Code Sections 1119 and 11 52.
14.4.2 Deferral of Contract Disputes.
Following the completion of the negotiations required by Paragraph 14.4.1, all
unresolved Contract Disputes shall be deferred pending Final Completion of the
Project, subject to City's right, in its sole and absolute discretion, to require that the
Contract Dispute Resolution Process proceed prior to Final Completion. All Contract
Disputes that have been deferred until Final Completion shall be consolidated within a
reasonable time after Final Completion and thereafter pursued to resolution pursuant
to this Contract Dispute Resolution Process. The parties can continue informal
negotiations of Contract Disputes; provided, however, that such informal negotiations
shall not be alter the provisions of the Agreement deferring final determination and
resolution of unresolved Contract Disputes until after Final Completion.
14.4.3 Mediation.
If the Contract Dispute remains unresolved after negotiations pursuant to Paragraph
14.4.1, the parties shall submit the Contract Dispute to non-binding mediation before
a mutually acceptable third party mediator.
.1 Qualifications of Mediator. The parties shall endeavor to select a mediator
who is a retired judge or an attorney with at least five (5) years of experience
in public works construction contract law and in mediating public works
construction disputes. In addition, the mediator shall have at least twenty
(20) hours of formal training in mediation skills .
. 2 Submission to Mediation and Selection of Mediator. The party initiating
mediation of a Contract Dispute shall provide written notice to the other party
of its decision to mediate. In the event the parties are unable to agree upon a
mediator within fifteen (15) Days after the receipt of such written notice, then
the parties shall submit the matter to the American Arbitration Association
(AAA) at its San Francisco Regional Office for selection of a mediator in
accordance with the AAA Construction Industry Mediation Rules .
. 3 Mediation Process. The location of the mediation shall be at the offices of
City. The costs of mediation shall be shared equally by both parties. The
mediator shall provide an independent assessment on the merits of the
Contract Dispute and recommendations for resolution. All discussions that
occur during the mediation and all documents prepared solely for the
purpose of the mediation shall be confidential and privileged pursuant to
California Evidence Code Sections 1119 and 1152.
14.4.4 Binding Arbitration.
If the Contract Dispute is not resolved by mediation, then any party may submit the
Contract Dispute for final and binding arbitration pursuant to the provisions of
California Public Contract Code Sections 10240, et seq. The award of the arbitrator
therein shall be final and may be entered as a judgment by any court of competent
jurisdiction. Such arbitration shall be conducted in accordance with the following:
.1 Arbitration Initiation. The arbitration shall be initiated by filing a complaint
in arbitration in accordance with the regulations promulgated pursuant to
California Public Contract Code Section 10240.5.
9 Rev. February 1, 2010
Contract C10135891 WL BUTLER CONSTRUCTION.doc
.2 Qualifications of the Arbitrator. The arbitrator shall be approved by all
parties. The arbitrator shall be a retired judge or an attorney with at least five
(5) years of experience in public works construction contract law and in
arbitrating public works construction disputes. In addition, the arbitrator shall
have at least twenty (20) hours of formal training in arbitration skills. In the
event the parties cannot agree upon an arbitrator, the provisions of California
Public Contract Code Section 10240.3 shall be followed in selecting an
arbitrator possessing the qualifications required herein .
. 3 Hearing Days and Location. Arbitration hearings shall be held at the offices
of City and shall, except for good cause shown to and determined by the
arbitrator, be conducted on'consecutive business days, without interruption or
continuance .
. 4 Hearing Delays. Arbitration hearings shall not be delayed except upon good
cause shown .
. 5 Recording Hearings. All hearings to receive evidence shall be recorded by
a certified stenographic reporter, with the costs thereof borne equally by City
and Contractor and allocated by the arbitrator in the final award .
. 6 Limitation of Depositions. The parties may conduct discovery in
accordance with the provisions of section 10240.11 of the Public Contract
Code; provided, however, that depositions shall be limited to both of the
following:
(i) Ten (10) percipient witnesses for each party and 5 expert witnesses
per party.
Upon a showing of good cause, the arbitrator may increase the number of
permitted depositions. An individual who is both percipient and expert shall,
for purposes of applying the foregoing numerical limitation only, be deemed
an expert. Expert reports shall be exchanged prior to receipt of evidence, in
accordance with the direction of the arbitrator, and expert reports (including
initial and rebuttal reports) not so submitted shall not be admissible as
evidence .
. 7 Authority of the Arbitrator. The arbitrator shall have the authority to hear
dispositive motions and issue interim orders and interim or executory awards .
. 8 Waiver of Jury Trial. Contractor and City each voluntarily waives its right to
a jury trial with respect to any Contract Dispute that is subject to binding
arbitration in accordance with the provisions of this Paragraph 14.4.4.
Contractor shall include this provision in its contracts with its Subcontractors
who provide any portion of the Work.
14.5 Non-Waiver.
Participation in the Contract Dispute Resolution Process shall not waive, release or
compromise any defense of City, including, without limitation, any defense based on the
assertion that the rights or Claims of Contractor that are the basis of a Contract Dispute were
previously waived by Contractor due to Contractor's failure to comply with the Contract
Documents, including, without limitation, Contractor's failure to comply with any time periods
for providing notice of requests for adjustments of the Contract Sum or Contract Time or for
submission of Claims or supporting documentation of Claims.
10 Rev. February 1, 2010
Contract C10135891 W.L. BUTLER CONSTRUCTION.doc
SECTION 15 DEFAULT.
15.1· Notice of Default.
In the event that City determines, in its sole discretion, that Contractor has failed or refused to
perform any of the obligations set forth in the Contract Documents, or is in breach of any
provision of the Contract Documents, City may give written notice of default to Contractor in
the manner specified for the giving of notices in the Construction Contract.
15.2 Opportunity to Cure Default.
Except for emergencies, Contractor shall cure any default in performance of its obligations
under the Contract Documents within two (2) Days (or such shorter time as City may
reasonably require) after receipt of written notice. However, if the breach cannot be
reasonably cured within such time, Contractor will commence to cure the breach within two (2)
Days (or such shorter time as City may reasonably require) and will diligently and continuously
prosecute such cure to completion within a reasonable time, which shall in no event be later
than ten (10) Days after receipt of such written notice.
SECTION 16 CITY'S RIGHTS AND REMEDIES.
16.1 Remedies Upon Default.
If Contractor fails to cure any default of this Construction Contract within the time period set
forth above in Section 15, then City may pursue any remedies available under law or equity,
including, without limitation, the following:
16.1.1 Delete Certain Services.
City may, without terminating the Construction Contract, delete certain portions of the
Work, reserving to itself all rights to Losses related thereto.
16.1.2 Perform and Withhold.
City may, without terminating the Construction Contract, engage others to perform the
Work or portion of the Work that has not been adequately performed by Contractor
and withhold the cost thereof to City from future payments to Contractor; reserving to
itself a!1 rights to Losses related thereto.
16.1.3 Suspend The Construction Contract.
City may, without terminating the Construction Contract and reserving to itself all
rights to Losses related thereto, suspend all or any portion of this Construction
Contract for as long a period of time as City determines, in its sole discretion,
appropriate, in which event City shall have no obligation to adjust the Contract Sum or
Contract Time,and shall have no liability to Contractor for damages if City directs
Contractor to resume Work.
16.1.4 Terminate the Construction Contract for Default.
City shall have the right to terminate this Construction Contract, in whole or in part,
upon the failure of Contractor to promptly cure any default as required by Section 15.
City's election to terminate the Construction Contract for default shall be
communicated by giving Contractor a written notice of termination in the manner
specified for the giving of notices in the Construction Contract. Any notice of
termination given to Contractor by City shall be effective immediately, unless
otherwise provided therein.
16.1.5 Invoke the Performance Bond.
City may, with or without terminating the Construction Contract and reserving to itself
all rights to Losses related thereto, exercise its rights under the Performance Bond.
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Contract C10135891 W.L. BUTLER CONSTRUCTION.doc
16.1.6 Additional Provisions.
All of City's rights and remedies under this Construction Contract are cumulative, and
shall be in addition to those rights and remedies available in law or in equity.
Designation in the Contract Documents of certain breaches as material shall not
waive the City's authority to designate other breaches as material nor limit City's right
to terminate the Construction Contract, or prevent the City from terminating the
Agreement for breaches that are not material. City's determination of whether there
has been noncompliance with the Construction Contract so as to warrant exercise by
City of its rights and remedies for default under the Construction Contract, shall be
binding on all parties. No termination or action taken by City after such termination
shall prejudice any other rights or remedies of City provided by law or equity or by the
Contract Documents upon such termination; and City may proceed against Contractor
to recover all liquidated damages and Losses suffered by City.
16.2 Delays by Sureties.
Without limiting to any of City's other rights or remedies, City has the right to suspend the
performance of the Work by Contractor's sureties in the event of any of the following:
(i) The sureties' failure to begin Work within a reasonable time in such manner as to
insure full compliance with the Construction Contract within the Contract Time;
(ii) The sureties' abandonment of the Work;
(iii) If at any time City is of the opinion the sureties' Work is unnecessarily or
unreasonably delaying the Work;
(iv) The sureties' violation of any terms of the Construction Contract;
(v) The sureties' failure to perform according to the Contract Documents; or
(vi) The sureties' failure to follow City's instructions for completion of the Work within the
Contract Time.
16.3 Damages to City.
16.3.1 For Contractor's Default.
City will be entitled to recovery of all Losses under law or equity in the event of
Contractor's default under the Contract Documents.
16.3.2 Compensation for Losses.
In the event that City's Losses arise from Contractor's default under the Contract
Documents, City shall be entitled to withhold monies otherwise payable to Contractor
until Final Completion of the Project. If City incurs Losses due to Contractor's default,
then the amount of Losses shall be deducted from the amounts withheld. Should the
amount withheld exceed the amount deducted, the balance will be paid to Contractor
or its designee upon Final Completion of the Project. If the Losses incurred by City
exceed the amount withheld, Contractor shall be liable to City for the difference and
shall promptly remit same to City.
16.4 Suspension by City for Convenience.
City may, at any time and from time to time, without cause, order Contractor, in writing, to
suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an
aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified
as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at
City's expense, comply with the order and take all reasonable steps to minimize costs
allocable to the Work covered by the Suspension Order. During the Suspension or extension
of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order,
delete the Work covered by the Suspension Order. If a Suspension Order is canceled or
expires, Contractor shall resume and continue with the Work. A Change Order will be issued
to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by
such suspension. A Suspension Order shall not be the exclusive method for City to stop the
Work.
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Contract C10135891 W.l. BUTLER CONSTRUCTION.doc
16.5 Termination Without Cause.
City may, at its sole discretion and without cause, terminate this Construction Contract in part
or in whole by giving thirty (30) Days written notice to Contractor. The compensation allowed
under this Paragraph 16.5 shall be the Contractor's sole and exclusive compensation for such
termination and Contractor waives any claim for other compensation or Losses, including, but
not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other
consequential, direct, indirect or incidental damages of any kind resulting from termination
without cause.
16.5.1 Compensation.
Following such termination and within forty-five (45) Days after receipt of a billing from
Contractor seeking payment of sums authorized by this Paragraph 16.5, City shall pay
the following to Contractor as Contractor's sole compensation for performance of the
Work:
.1 For Work Performed. The amount of the Contract Sum allocable to the
portion ·of the Work properly performed by Contractor as of the date of
termination, less sums previously paid to Contractor.
.2 For Close-out Costs. Reasonable costs of Contractor and its
Subcontractors and Sub-subcontractors for:
(i) Demobilizing and
(ii) Administering the close-out of its participation in the Project
(including, without limitation, all billing and accounting functions, not
including attorney or expert fees) for a period of no longer than thirty
(30) Days after receipt of the notice of termination .
. 3 For Fabricated Items. Previously unpaid cost of any items delivered to the
Project Site which were fabricated for subsequent incorporation in the Work.
16.5.2 Subcontractors.
Contractor shall include provisions in all of its subcontracts, purchase orders and
other contracts permitting termination for convenience by Contractor on terms that are
consistent with this Construction Contract and that afford no greater rights of recovery
against Contractor than are afforded to Contractor against City under this Section.
16.6 Contractor's Duties Upon Termination.
Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless
the notice directs otherwise, do the following:
(i) Immediately discontinue the Work to the extent specified in the notice;
(ii) Place no further orders or subcontracts for materials, equipment, services or facilities,
except as may be necessary for completion of such portion of the Work that is not
discontinued;
(iii) Provide to City a description, in writing no later than fifteen (15) days after receipt of
the notice of termination, of all subcontracts, purchase orders and contracts that are
outstanding, including, without limitation, the terms of the original price, any changes,
payments, balance owing, the status of the portion of the Work covered and a copy of
the subcontract, purchase order or contract and any written changes, amendments or
modifications thereto, together with such other information as City may determine
necessary in order to decide whether to accept assignment of or request Contractor
to terminate the subcontract, purchase order or contract;
(iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions
thereof, that City elects to accept by assignment and cancel, on the most favorable
terms reasonably possible, all subcontracts, purchase orders or contracts, or portions
thereof, that City does not elect to accept by assignment; and
(v) Thereafter do only such Work as may be necessary to preserve and protect Work
already in progress and to protect materials, plants, and equipment on the Project
Site or in transit thereto.
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Contract C10135891 W.L. BUTLER CONSTRUCTION.doc
SECTION 17 CONTRACTOR'S RIGHTS AND REMEDIES.
17.1 Contractor's Remedies.
Contractor may terminate this Construction Contract only upon the occurrence of one of the
following:
17.1.1 For Work Stoppage.
The Work is stopped for sixty (60) consecutive Days, through no act or fault of
Contractor, any Subcontractor, or any employee or agent of Contractor or any
Subcontractor, due to issuance of an order of a court or other public authority other
than City having jurisdiction or due to an act of government, such as a declaration of a
national emergency making material unavailable. This provision shall not apply to any
work stoppage resulting from the City's issuance of a suspension notice issued either
for cause or for convenience.
17.1.2 For City's Non-Payment.
If City does not make pay Contractor undisputed sums within ninety (90) Days after
receipt of notice from Contractor, Contractor may terminate the Construction Contract
(30) days following a second notice to City of Contractor's intention to terminate the
Construction Contract. .
17.2 Damages to Contractor.
In the event of termination for cause by Contractor, City shall pay Contractor the sums
provided for in Paragraph 16.5.1 above. Contractor agrees to accept such sums as its' sole
and exclusive compensation and agrees to waive any claim for other compensation or Losses,
including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or
other consequential, direct, indirect and incidental damages, of any kind.
SECTION 18 ACCOUNTING RECORDS.
18.1 Financial Management and City Access.
Contractor shall keep full and detailed accounts and exercise such controls as may be
necessary for proper financial management under this Construction Contract in accordance
with generally accepted accounting principles and practices. City and City's accountants
during normal business hours, may inspect, audit and copy Contractor's records, books,
estimates, take-ofts, cost reports, ledgers, schedules, correspondence, instructions, drawings,
receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this
Project. Contractor shall retain these documents for a period of three (3) years after the later
of (i) final payment or (ii) final resolution of all Contract Disputes and other disputes, qr (iii) for
such longer period as may be required by law.
18.2 Compliance with City Requests.
Contractor's compliance with any request by City pursuant to this Section 18 shall be a
condition precedent to filing or maintenance of any legal action or proceeding by Contractor
against City and to Contractor's right to receive further payments under the Contract
Documents. City many enforce Contractor's obligation to provide access to City of its
business and other records referred to in Section 18.1 for inspection or copying by issuance
of a writ or a provisional or permanent mandatory injunction by a court of competent
jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony.
SECTION 19 INDEPENDENT PARTIES.
Each party is acting in its independent capacity and not as agents, employees, partners, or joint
venturers of the other party. City, its officers or employees shall have no control over the conduct of
Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein
set forth.
14 Rev. February 1, 2010
Contract C10135891 W.L. BUTLER CONSTRUCTION.doc
SECTION 20 NUISANCE.
Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in
connection in the performance of services under this Construction Contract.
SECTION 21 PERMITS AND LICENSES.
Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor
shall provide, procure and pay for all licenses, permits, and fees, required by the City or other
government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all
costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No
other compensation shall be paid to the Contractor for these items or for delays caused by non-City
inspectors or conditions set forth in the licenses or permits issued by other agencies.
SECTION 22 WAIVER.
A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be
deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or
condition contained herein, whether of the same or a different character.
SECTION 23 GOVERNING LAW.
This Construction Contract shall be construed in accordance with and governed by the laws of the
State of California.
SECTION 24 COMPLETE AGREEMENT.
This Agreement represents the entire and integrated agreement between the parties and supersedes
all prior negotiations, representations, and contracts, either written or oral. This Agreement may be
amended only by a written instrument, which is signed by the parties.
SECTION 25 SURVIVAL OF CONTRACT.
The provisions of the Construction Contract which by their nature survive termination of the
Construction Contract or Final Completion, including, without limitation, all warranties, indemnities,
payment obligations, and City's right to audit Contractor's books and records, shall remain in full force
and effect after Final Completion or any termination of the Construction Contract.
SECTION 26 PREVAILING WAGES.
[gI This Project is not subject to prevailing wages. The Contractor is not required to pay prevailing
wages in the performance and implementation of the Project, because the City, pursuant to its
authority as a chartered city, has adopted Resolution No. 5981 exempting the City from prevailing
wages. The City invokes the exemption from the state prevailing wage requirement for this Project and
declares that the Project is funded one hundred percent (100%) by the City of Palo Alto.
Or
o The Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the
California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor
Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City
Council has obtained the general prevailing rate of per diem wages and the general rate for holiday
and overtime work in this locality for each craft, classification, or type of worker needed to execute the
contract for this Project from the Director of the Department of Industrial Relations. Copies of these
rates may be obtained at cost at the PurchaSing office of the City of Palo Alto. Contractor shall provide
a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing
wage rates as a minimum. Contractor shall comply with the provisions of Sections 1775, 1776,
1777.5,1810, and 1813 of the Labor Code.
15 Rev. February 1, 2010
Contract C10135891 W.L. BUTLER CONSTRUCTION.doc
SECTION 27 NON APPROPRIATION.
This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo
Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year
in the event that the City does not appropriate funds for the following fiscal year for this event, or (b) at
any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year
and funds for this Construction Contract are no longer available. This section shall take precedence in
the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 28 AUTHORITY.
The individuals executing this Agreement represent and warrant that they have the legal capacity
and authority to do so on behalf of their respective legal entities.
SECTION 29 ATTORNEY FEES.
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 and in any dispute described in Paragraph 14.2,
the prevailing party in any action brought to enforce the provision of this Agreement may recover its
reasonable costs and attorney's fees expended in connection with that action. The prevailing party
shall be entitled to recover an amount equal to the fair market value of legal services provided by
attorneys employed by it as well as any attorney's' fees paid to third parties.
SECTION 30 SEVERABILITY.
In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not be affected.
16 Rev. February 1. 2010
Contract C10135891 W.l. BUTLER CONSTRUCTION.doc
IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed
the date and year first above written.
CITY OF PALO ALTO
o Purchasing Manager
[2J City Manager
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:
Public Works Director
Contract C10135891 WL BUTLER CONSTRUCTION.doc
'CONTRACTOR:
W. L. BUTLER CONSTRUCTION, INC.
By: ____________ _
. Name: ____________ _
Title: ____________ _
17 Rev. February 1,2010
ATTACHMENT B
CITY OF PALO ALTO CONTRACT NO. C09130744 -AMENDMENT TWO
AMENDMENT NO. 2 TO CONTRACT NO. C09130744
BETWEEN THE CITY OF PALO ALTO ~
GROUP 4 ARCHITECTURE, RESEARCH + PLANNING, INC.
This Amendment No. 2 to contract No. C09130744 ("Contract") is
entered into , 2010, by and between the CITY OF PALO
ALTO, a California Charter City ("CITY"), and Group 4 Architecture,
Research + Planning, Inc., a corporation in the state of California
with offices located at 211 Linden Avenue, South San Francisco, CA
94080 ("CONSULTANT").
R E CIT A L S:
WHEREAS, . the Contract was entered into between the
parties for the provision of professional consulting design
services relating to the demolition of the existing library and
community center at Mitchell Park and the construction of a new
joint library and community center, rehabilitation of the Downtown
Library, and provide temporary facilities during the construction
of the other· projects ("Project"); and
increase
WHEREAS,
the scope
compensation;
the
of
parties wish to amend
services, schedule of
the Contract
performance,
to
and
NOW, THEREFORE, in consideration of the covenants, terms,
conditions, and provisions of this Amendment, the parties agree:
SECTION 1. Section 1, SCOPE OF SERVICES, is hereby
amended to add the following:
"CONSULTANT shall perform the Services described in Exhibit "A",
as revised in accordance with the terms and conditions contained in
this Agreement. The performance of all Services shall be to the
reasonable satisfaction of CITY."
SECTION 2. Section 3, SCHEDULE OF PERFORMANCE, first
paragraph is hereby amended to add the following:
"Time is of the essence in the performance of services.·
CONSULTANT shall complete the Services within the term of this
Agreement and in accordance with the schedule set forth in Exhibit
"Bil, as revised, attached to and made a part of this Agreement. Any
Services for which times for performance are not specified in this
Agreement shall be commenced and completed by CONSULTANT in a
reasonably prompt and timely manner based upon the circumstances
and direction communicated to the CONSULTANT. CITY's agreement to
extend the term or the schedule for performance shall not preclude
1
S:ATT/USERS/OFFICE FORMS/City Approved Contracts 3/20/07 (REV)
CITY OF PALO ALTO CONTRACT NO. C09130744 -AMENDMENT TWO
recovery of damages for delay if the extension is required due to
the fault of CONSULTANT"
SECTION 3. Section 4, NOT TO EXCEED COMPENSATION, is
hereby amended to read as follows:
"The compensation to be paid to CONSULTANT for performance of the
Services described in Exhibits "A", including both payment for
professional services and reimbursable expenses, shall not exceed
three million eight hundred sixty thousand one hundred ten dollars
($3,860,110.00). In the event Additional Services are authorized,
the total compensation for services and reimbursable expenses shall
not exceed four million two hundred thirty-one thousand seven
hundred ten dollars ($4,231,710.00). The applicable rates and
schedule of payments are set out in Exhibit "c" and "C-1", as
revised, which are attached to and made a part of this Agreement.
Additional Services, if any, shall be authorized in accordance with
and subject to the provisions of Exhibit "C" and Exhibit "C-l".
CONSULTANT shall not receive any compensation for Additional
Services performed without the prior written authorization of CITY.
Additional Services shall mean any work that is determined by CITY
to be necessary for the proper completion of the Project, but which
is not included within the Scope of Services described in Exhibit
"A"."
SECTION 4. The following exhibit(s) to the Contract are
hereby amended to read as set forth in the attachment(s) to this
Amendment, which are incorporated in full by this reference:
EXHIBIT "A":
EXHIBIT "B":
EXHIBIT "C":
SCOPE OF SERVICES
SCHEDULED OF PERFORMANCE
COMPENSATION
2
S,ATT/USERS/OFFICE FORMS/City Approved Contracts 3/20/07 (REV)
CITY OF PALO AL'rO CONTRACT NO. C09130744 -AMENDMENT TWO
SECTION 5. Except as herein ~o(lified, all other
provisions of the Contra.ct, inc 1 ucli ng any e:?Cl1.ibits and subSequent
amendments thereto,shilll remain in :full force and effect.
IN WITNESS WHEREOF, the parties have by their duly
autporized representatives executed this Amendment on the date
first above written.
CITY OF' PALO ALTO:
CityM~nage:t .
APPROVED AS TO FORM:
Sr. Deputy City Attorney
S,ATT/USERS/OFFICE FORMS/City Approved Contracts
CONSULTAAT:
GROUP 4 ARCHITECTURE, RESEARCH
+ l?L~ING, INC.
Name: Dawn E. Merkes
Titie: Principal
3
3/l0/07 (REV)
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
Scope of Work
Mitchell Park Library/Community Center,
Renovation of the Downtown Library, &
Temporary Library
Design Services
I. INTRODUCTION AND GENERAL INFORMATION
1.0 GENERAL INFORMATION
1.1 The "Palo Alto Libraries Schematic Design. Report" and drawings, dated
May 2008, were prepared by Group 4 Architecture, Research + Planning
Inc. (CONSULTANT) for the City of Palo Alto (CITY). These reports
include the schematic design documents for three libraries in Palo Alto:
the renovation of the Downtown Library, the renovation and addition to
the Main Library and the design for the new Mitchell Park
Library/Community Center. The building programs for these projects are
documented in an earlier Conceptual Design Report also prepared by
Group 4 and dated October 2007. The scope of work included in this
contract is for preparation of construction documents for the renovation,
construction administration, record documents and project closeout for
the Downtown Library; the preparation of construction documents and
bidding and award for the new Mitchell Park Library/Community Center;
and construction documents for the renovation and construction
administration for the Mitchell Park Library Temporary Library Facilities
and is based on the approved designs for these projects documented in
the aforementioned reports.
1.2 The CONSULTANT's Basic Services shall include:
1.2.1 For the new Mitchell Park Library/Community Center preparation
of Design Development Documents, Construction Documents,
assistance with Bidding and Award.
1.2.2 For the renovation of the Downtown Library programming,
budgeting, space planning, Construction Documents, assistance
with Bidding and Award, Construction Administration and
Record Documents and Project Closeout Services.
1.2.3 For the renovation of the Cubberley Auditurium into the Mitchell
Park Temporary Library Construction Documents and
Construction Administration Services.
1.3 Participation for the projects shall include presentations and meetings as
directed by the CITY to the CITY's Council, Boards and Commissions at
Page 1 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
appropriate phases in the projects to solicit feedback and comments on
the progress of the design(s).
1.4 In selecting the CONSULTANT, the CITY recognizes that the
CONSULTANT has qualifications to provide additional planning,
architecture, and interior design services i~cluding construction
documents, bidding and award, and construction phase services
specifically related to the Main Library .. The CITY, at its discretion, may
choose to amend this contract to add these services to the
CONSULTANT's Scope of Services for Additional Compensation if
mutually agreed to by the CITY and the CONSULTANT.
2.0 THE PROJECT
2.1 The project includes the new Mitchell Park Library/Community center, the
Downtown Library renovation and a Temporary Mitchell Park Library and
Library Technical Services Facility (collectively, the "Project").
2.2 The new Mitchell Park Library/Community Center (the "Mitchell Park
Project") is located at 3800 Middlefield Road at the site of the existing
Mitchell Park Library and Community Center buildings. The new joint use
facility will include a separate 36,254 sf library and a 16,291 sf community
center, new parking lots, the realignment of Mayfair Avenue, and
associated signal work, and site work. The Mitchell Park Project shall be
designed to meet the standards for LEED Gold certification by the US
Green Building Council (USGBC).
2.3 The Downtown Library is located at 270 Forest Avenue in downtown Palo
Alto. The 9000 square foot building was constructed in 1971. The CITY's
LSMAR and Group 4's space study recommendations for this branch
include a m~jor interior renovation of the building, including its
architecture, structure, electrical (power, lighting, data) and mechanical
systems.
2.4 The Temporary Mitchell Park Library and Technical Services facility is
located at the Cubberley Community Center at 4000 Middlefield Road in
the existing Auditorium Building.
3.0 CITY DUTIES
3.1 During the term of CONSULTANT's professional services under this
AGREEMENT the following items will be the responsibilities of the CITY:
3.1.1 The CITY's Project Manager or authorized designee shall
manage the CONSULTANT's performance under the
Agreement. CONSULTANT shall receive final direction only from
Page 2 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
the Project Manager or his or her authorized designee. The
Project Manager shall resolve any conflicting direction from
other groups, departments or agencies.
3.1.2 The CITY shall provide evaluation, mitigation design and
administration of work for hazardous materials at each site and
in the existing building.
3.1.3 The CITY shall provide reviews and comment on what may be
necessary to complete design milestones, and/or approve
completion of design milestones and cost estimates. At the
completion of each phase, the CITY shall provide written
authorization to the CONSULTANT to proceed to the next
phase. Said written authorization shall require the signature(s) of
the CITY's Project Manager or his/her authorized designee.
3.1.4 CITY shall provide record drawings of existing project facilities
(when available).
3.1.5 CITY shall provide all applicable building permits.
3.1.6 CITY shall provide Division 0 and 1 specifications (front-end), in
Microsoft Word format to CONSULTANT for review and
comment.
3.1.7 CITY shall print and provide construction contractors with copies
of bid documents (Plans and Specifications).
3.1.8 CITY shall advertise and award construction contracts.
3.1.9 CITY shall manage the construction of the Project and provide
building code and quality control inspections.
3.1.10 The CITY shall oversee and manage the artist selection
process, CITY and artist agreements, artwork approvals,
budgets and schedule, coordination of artwork with the building
design, and artwork installation.
3.1.11 The CITY may prequalify general contractors and key
subcontractors and limit bidding to only those firms that have
been deemed by the CITY to be qualified. CITY shall actively
market the project to general contractors and major trades to
increase likelihood of receiving competitive bids.
3.1.12 The CITY shall manage all construction and procurement
contracts related to the overall project and shall oversee and
coordinate each of the budgets. Within the overall project budget
Page 3 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
the CITY shall determine with input from the CONSULTANT the
specific budgets for each of the procurement contracts including,
but not limited to:
• Site development
• Site preparation
• Building and garage construction
• Furniture procurement, including multiple contracts for custom,
general, systems and miscellaneous furniture
• Construction management services
• Public art
• Moving
• Publicity
• Computer systems
• Telecommunication systems.
3.1.13 CITY shall identify, select and procure all equipment such as
copy machines, vending machines, miscellaneous office
equipment, etc. that is not included in the technology package.
4.0 CONSULTANT'S DUTIES
The CONSULTANT shall keep the Project Manager updated on the status of the
Project including but not limited to reviewing the Project schedule and budget,
suggesting changes and identifying significant milestones and duration of major
tasks needed to complete the work in its entirety, including work components not
identified in the CONSULTANT's scope of services. The CONSULTANT shall
periodically update the Project Manager on the validity and responsiveness of the
information furnished by the CONSULTANT and its various subconsultants under
this agreement, including the schedule requirements and the budget for the cost
of the Project. The CONSULTANT shall periodically review such information and
advise the Project Manager of any additional or updated information that may be
required.
II. . CONSULTANT'S BASIC SERVICES The CONSULTANT's scope of basic services for
the Project is divided into four parts: Basic Services for the Mitchell Park Project; Basic
Services for the Downtown Library Project; Basic Services for the Temporary Library
Project and Participation Services
1.0 MITCHELL PARK PROJECT
1.1 GENERAL
Page 4 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
1.1.1 The CONSULTANT's Basic Services for the New Mitchell Park
'Library/Community Center ("Mitchell Park Project") consist of
five Tasks: Task D1 Design Development; Task E1 Construction
Documents; Task F1 Bidding and Award; Task G1 Construction
Administration and Task H1 Record Documents and Project
Closeout.
1.1.2 The CONSULTANT's Basic Services include the services of a
civil engineer, structural engineer, mechanical engineer,
electrical engineer/lighting designer, landscape architect, cost
consultant, audio visual/acoustical engineer, energy analysis
engineer, commissioning agent, and library programmer.
1.1.3 The CITY intends that the Mitchell Park Project shall be
deSigned to meet the standards for LEED Gold or higher
certification by the USGBC.
1.1.3.1 CONSULTANT shall design the Mitchell Park Project
to meet the requirements for LEED V2.2 certification
at the Gold or higher level.
1.1.3.2 CONSULTANT shall provide LEED project
\
management services needed for the CITY to obtain
LEED certification of the Mitchell Park Project,
develop specifications consistent with LEED and the
CITY's policies, and provide the templates,
documentation, calculations, and energy modeling
studies necessary to obtain LEED certification.
1.1.3.3 CONSULTANT· shall include a LEED accredited
professional on the design team to support Project
Sustainable Building/ Green Building" design criteria as
required to achieve LEED certification.
1.1.3.4 CONSULTANT shall include in the construction
documents appropriate provisions requiring the
contractor to meet the requirements for CITY's
submittal to USGBC for LEED Gold certification.
1.2 TASK D1: MITCHELL PARK PROJECT DESIGN DEVELOPMENT
1.2.1 CONSULTANT shall coordinate and manage its subconsultants
throughout the Design Development phase and coordinate with
the Project Manager or authorized designee, key departments,
Page 5 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
including but not limited to CITY's Building, Public Works, and
Engineering staff.
1.2.2 CONSULTANT shall prepare, refine and update project design
schedule which identifies all major tasks, key milestones, key
meetings, submittal dates and review periods for the CITY's
review and comment. CONSULTANT shall provide updated
design schedule at the beginning of each project phase.
1.2.3 CONSULTANT shall prepare Design Development documents
based on refinement and further development of the approved
schematic design, including preliminary furniture layouts, built-in
fixtures, and equipment selections.
1.2.4 CONSULTANT shall refine design development plans based on
comments received from the CITY's review of the 100% SD and
50% DD submittal.
1.2.5 CONSULTANT shall prepare estimates of probable construction
cost for review by CITY in association with the 50% and the
100% Design Development submittals.
1.2.6 CONSULTANT shall have the Mitchell Park Project's LEED
commisSioning agent review the design, back-check review
comments, and develop a commissioning plan, specifications,
and checklists.
1.2. 7 CONSULTANT shall meet with the CITY to review the estimate
of probable construction cost and to confirm that the design is
still within the CITY's approved construction budget. Should the
design not be within the budget, CONSULTANT shall revise the
design as directed by the Project Manager or her authorized
designee at no additional fee to bring the design within the
approved budget.
1.2.8 CONSULTANT shall provide all other normal and customary
services related to Design Development that the CONSULTANT,
the Project Manager or her authorized designee finds necessary
or that will lead toward the timely delivery of other phases of
work in this Agreement.
1.2.9 Meetings
1.2.9.1 CONSULTANT shall attend and coordinate up to seven
(7) PMT meetings, two (2) Technical-Planning
meetings, two (2) Technical-Library Meetings, two (2)
Technical Building Department meetings, two (2) Artist
Page 6 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
Coordination meetings, one (1) Technical-Technology
meeting, one (1) Technical-Traffic meeting, one (1)
Integrated Design Workshop, and other technical
meetings as reasonably required for the Mitchell Park
Project.
1.2.9.2 CONSULTANT shall coordinate meetings with
reviewing agencies as required.
1.2.9.3 CONSULTANT shall attend up to two meetings with
the Palo Alto Arts Commission and/or other public art
committee for coordination of an arts program.
1.2.10 Deliverables
1.2.1 0.1 CONSULTANT shall submit document packages at the
50% and 100% completion of Design Development for
review by the CITY. Design Development packages
shall illustrate and describe the refinement of the
design of the Mitchell Park Project, establishing its
scope, relationships, forms, size and appearance.
1.2.10.2 Site plans and floor plans for all major disciplines.
1.2.10.3 Preliminary furniture layout plan.
1.2.10.4 Preliminary finish, materials and equipment schedules.
1.2.10.5 Outline specifications shall identify the major materials
and systems and shall establish their general quality
levels. Specifications shall be consistent with the
Construction Specifications Institute (CSI) format, the
version of which shall be determined by
CONSULTANT.
1.2.10.6 Engineering documents shall include single line
diagrams describing structural, mechanical, plumbing,
and electrical systems.
1.2.10.7 Principal interior and exterior elevations showing
preliminary locations of all electrical and mechanical
controls, telecommunications, security, as well as life
safety devices for coordination with furniture layout.
1.2.10.8 Estimates of probable construction cost associated
with the 50% and 100% Design Development
submittals.
Page 7 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
1.3 TASK E1: MITCHELL PARK PROJECT CONSTRUCTION DOCUMENTS
1.3.1 CONSULTANT shall coordinate and manage its subconsultants
throughout the Construction Documents phase.
1.3.2 Upon written notice to proceed by the CITY, CONSULTANT
shall refine and further develop the approved Design
Development package based upon the CITY's comments and
the constructability review comments on the 100% Design
Development package.
1.3.3 CONSULTANT shall prepare and submit a 60% Construction
Documents package to the CITY.
1.3.4 CONSULTANT shall prepare an estimate of probable
construction cost for review by CITY in association with the 60%
Construction Documents submittal.
1.3.5 CONSULTANT shall prepare and submit a 95% Construction
Documents package, with CITY's comments from the 60%
package incorporated into the documents.
1.3.6 CONSULTANT shall prepare an estimate of probable
construction cost for review by CITY in association with the 95%
Construction Documents submittal.
1.3.7 CONSULTANT shall prepare a Construction Documents
package for Building and Fire department plan check review and
permitting. .
1.3.8 CONSULTANT shall prepare the 100% Construction Documents
package with final quality control comments from CITY's
Building and Fire department review incorporated.
1.3.9 CONSULTANT shall prepare a Project Manual that includes the
Conditions of the Contract for Construction provided by the
CITY, Technical Specifications, and bidding requirements and
sample forms furnished by the CITY.
1.3.1 0 CONSULTANT shall maintain the LEED matrix and design
documentation.
1.3.11 LEED Fundamental and Enhanced Commissioning:
CONSULTANT shall have the project's commissioning agent
review the design and back-check their review comments,
Page 8 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
develop a commissioning plan, commissioning specification, and
commissioning checklists.
1.3.12 CONSULTANT shall provide, if necessary and as directed by
the Project Manager or authorized designee, bid alternates up to
a cumulative maximum amount of 1 % of the estimate of
probable construction cost.
1.3.13 One or more "independent checks" of the plans, specifications
and bid documents may be performed by an independent party
commissioned by the CITY prior to the 100% Construction
Document submittal. CONSULTANT shall incorporate revisions
or comments from these reviews, provided by the CITY in a
single, compiled, and coordinated document, in the final bid
documents, unless CONSULTANT deems them to be
inappropriate or in error in which case, CONSULTANT shall
communicate concern to the Project Manager or her authorized
designee for consideration and further direction. These checks
may include architectural peer reviews and/or constructability
reviews. These independent checks are to be performed strictly
for the benefit of the CITY, and they shall not relieve the
CONSULTANT from its obligations under this Agreement. The
CITY is not obligated to perform any independent check, and the
CONSULTANT shall not rely upon it for any quality or
quantitative check or review.
1.3.14 Meetings
1.3.14.1 CONSULTANT shall attend and coordinate twelve (12)
PMT meetings, two (2) artist coordination meetings,
two (2) Technical-Planning meetings, four (4)
Technical-Library meetings, three Technical-Building
Department meetings, one (1) Technical-Technology
meeting, one (1 ) Technical-Traffic meeting, one (1)
Integrated Design Workshop, and other technical
meetings as reasonably required for the Mitchell Park
Project.
1.3.14.2 CONSULTANT shall attend two (2) meetings with the'
Arts Commission and/or Public Art committee for
coordination of the arts program in the construction
documents.
1.3.15 Deliverables
Page 9 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
1.3.15.1 60%, 95%, and 100% Construction Documents
packages setting forth in detail the requirements for
construction of the Mitchell Park Project, including
drawings and specifications that establish in detail the
quality levels of required materials and systems. The
Construction Documents package shall include
drawings and technical specifications from all
disciplines, executed to a level of detail appropriate for
open public bidding. They shall include plans
overlaying voice and data cabling with furniture layout
as necessary, elevations reflecting relationships
between furnishings and items affecting their
placement. Site improvements shall include all details
necessary to coordinate and properly locate utilities,
driveways, roadways, at-grade parking, curbs and
gutters, landscape, irrigation and hardscape design.
The Construction Documents shall conform to the
applicable California Building Code, Title 24, ADA, and
all other applicable local, State and Federal codes,
regulations, permit requirements, and conditions
necessary for issuance of a building permit.
1.3.15.2 Project Manual
1.3.15.3 Detailed technical specifications that are coordinated
with the plans and all the design disciplines.
1.3.15.4 Estimates of probable construction cost associated
with the 60% and· 95% Construction Documents
submittals.
1.3.15.5 CONSULTANT shall submit one set of reproducible
documents and one set of electronic digital documents
at 60%, 95% and 100% completion of Construction
Documents. CONSULTANT shall provide a full-sized
original set, wet-stamped and signed, as required by
the CITY, by all the appropriate licensed design
disciplines. CONSULTANT shall also provide digital
plot files directly to CITY's printing company for printing
bid sets.
1.4 TASK F1 MITCHELL PARK PROJECT BIDDING AND AWARD
1.4.1 CONSULTANT shall assist CITY during bid solicitation process.
Page 10 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
1.4.2 CONSULTANT shall prepare a full-sized original set(s), and
provide a digital plot bid package for CITY's use in printing, and
shall make available to the CITY an electronic version of the
Construction Documents.
1.4.3 CONSULTANT shall provide bid phase services, as requested
by the CITY, through award of the Contract for Construction.
Service include assistance with responses to bidders' inquiries;
preparation of addenda; attendance at one (1) prequalification
and (1) pre-bid meeting; and assistance in the CITY's evaluation
of bids.
1.4.4 In preparing estimates of the cost of the work, the
CONSULTANT shall be permitted to include contingencies for
design, bidding and price escalation; to determine what
materials, equipment, component systems and types of
construction are to be included in the Contract Documents; to
make reasonable adjustments in the scope of the Project and to
include in the Contract Documents alternate bids as may be
necessary to adjust the estimated Cost of the Work to meet the
CITY's budget for the Cost of the Work. If an increase in the
Contract Sum occurring after execution of the Contract between
the CITY and the Contractor causes the budget for the Cost of
the Work to be exceeded, that budget shall be increased
accordingly.
1.4.5 CONSULTANT will include in its estimate a contingency for
bid/market conditions based on competitive bidding with a
minimum of 3 bidders for all major items of subcontracted work
and 3-5 general contractor bids. The CITY recognizes that the
CONSULTANT has no control over competitive bidding or
market conditions. If CITY anticipates less favorable bidding
conditions or wishes to take a more conservative approach,
CITY will cooperate with CONSULTANT to increase bid
contingency and either reduce project scope or increase the
project budget accordingly.
1.4.6 If bidding has not commenced within 90 days after
CONSULTANT submits 95%Construction Documents to the
CITY, CONSULTANT shall adjust at no additional cost to CITY,
the estimate of probable construction cost to reflect changes in
the general level of prices in the construction industry. Should
the adjusted estimate of probable construction cost exceed the
CITY approved construction budget at this point, any
subsequent changes in the plans or value engineering services
necessary to align the adjusted estimate of probable
Page 11 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
construction cost with the CITY approved construction budget
shall be considered Additional Services as noted in EXHIBT C of
this Agreement.
1.4.7 Deliverables: one reproducible (hard copy for Construction
Document contract file) and digital plot set of Construction
Documents "Conform" package revised with all addenda, CITY
reviews and plan check comments, including Fire Department,
incorporated and ready for Award, and Construction.
2.0 DOWNTOWN LIBRARY PROJECT
2.1 GENERAL
2.1.1 The CONSULTANT's Basic Services for the renovated
Downtown Library ("Downtown Library Project") consist of
five Tasks: Task D2 Design Development; Task E2
Construction Documents; Task F2 Bidding and Award,
Task G2 Construction Administration and Task H2 Record
Documents and Project Closeout.
2.1.2 The CONSULTANT's Basic Services include the services of a civil
engineer, structural engineer, mechanical engineer, electrical
engineer/lighting designer, landscape architect, cost consultant,
audio visual/acoustical engineer, and library programmer.
2.2 TASK 02: DOWNTOWN LIBRARY PROJECT DESIGN DEVELOPMENT
2.2.1 CONSULTANT shall coordinate and manage its subconsultants
throughout the Design Development phase and coordinate with
the Project Manager or authorized designee, key departments,
including but not limited to CITY's Building, Public Works, and
Engineering staff.
2.2.2 CONSULTANT shall prepare, refine and update project design
schedule which identifies all major tasks, key milestones, key
meetings, submittal dates and review periods for the CITY's
review and comment. CONSULTANT shall provide updated
design schedule at the beginning of each project phase.
2.2.3 CONSULTANT shall prepare Design Development documents
based on refinement and further development of the approved
schematic design, including preliminary furniture layouts, built-in
fixtures, and equipment selections.
Page 12 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
2.2.4 CONSULTANT shall refine design development plans based on
comments received from the CITY's review of the 100% SD
submittal.
2.2.5 CONSULTANT shall prepare an estimate of probable construction
cost for review by CITY in association with the 100% Design
Development ~ubmittal.
2.2.6 CONSULTANT shall meet with the CITY to review the estimate of
probable construction cost and to confirm that the design is still
within the CITY's approved construction budget. Should the
design not be within the budget, CONSULTANT shall revise the
design as directed by the Project Manager or her authorized
designee at no additional fee to bring the design within the
approved budget.
2.2. 7 CONSULTANT shall provide all other normal and customary
services related to Design Development that the CONSULTANT,
the Project Manager or her authorized designee finds necessary
or that will lead toward the timely delivery of other phases of work
in this Agreement.
2.2.8 Meetings
2.2.8.1 CONSULTANT shall attend and coordinate up to seven
(7) PMT meetings, two (2) Technical-Library Meetings,
two (2) Technical-Building Department meetings, one (1)
Technical-Technology meeting, one (1) Integrated
Design Workshop, and other technical meetings as
reasonably required for the Downtown Library Project.
2.2.8.2 CONSULTANT shall coordinate meetings with reviewing
agencies as required.
2.2.9 Deliverables
2.2.9.1 CONSULTANT shall submit a Design Development
package at 100% completion of Design Development for
review by the CITY. The Design Development package
shall illustrate and describe the refinement of the design
of the Downtown Library Project, establishing its scope,
relationships, forms, size and appearance.
2.2.9.2 Site plans and floor plans for all major disciplines.
2.2.9.3 Preliminary furniture layout plan.
Page 13 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
2.2.9.4 Preliminary finish, materials and equipment schedules.
2.2.9.5 Outline specifications shall identify the major materials
and systems and shall establish their general quality
levels. Specifications shall be consistent with the
Construction Specifications Institute (CSI) format, the
version of which shall be determined by CONSULTANT.
2.2.9.6 Engineering documents shall include single . line
diagrams describing structural, mechanical, plumbing,
and electrical systems.
2.2.9.7 Principal interior and exterior elevations showing
preliminary locations of all electrical and mechanical
controls, telecommunications, security, as well as life
safety devices for coordination with furniture layout.
2.2.9.8 Estimates of probable construction cost associated with
the 100% Design Development submittal.
2.2.9.9 Presentation materials for meetings.
2.3 TASK E2: DOWNTOWN LIBRARY PROJECT CONSTRUCTION
DOCUMENTS
2.3.1 CONSULTANT shall coordinate and manage its subconsultants
throughout the Construction Documents phase.
2.3.2 Upon written notice to proceed by the CITY, CONSULTANT shall
refine and further develop the approved Design Development
package based upon the CITY's comments and the
constructability review comments on the 100% Design
Development package.
2.3.3 CONSULTANT shall prepare and submit a 60% Construction
Documents package to the CITY.
2.3.4 CONSULTANT shall prepare an estimate of probable construction
cost for review by CITY in association with the 60% Construction
Documents submittal.
2.3.5 CONSULTANT shall prepare and submit a 95% Construction
Documents package, with CITY's comments from the 60%
package incorporated into the documents.
Page 14 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
2.3.6 CONSULTANT shall prepare an estimate of probable construction
cost for review by CITY in association with the 95% Construction
Documents submittal.
2.3.7 CONSULTANT shall prepare a Construction Documents package
for Building and Fire department plan check review and permitting.
2.3.8 CONSULTANT shall prepare the 100% Construction Documents
package with final quality control comments from CITY's Building
and Fire department review incorporated.
2.3.9 CONSULTANT shall prepare a Project Manual that includes the
Conditions of the Contract for Construction provided by the CITY,
Technical Specifications, and bidding requirements and sample
forms furnished by the CITY.
2.3.1 0 CONSULTANT shall provide, if necessary and as directed by the
Project Manager or authorized designee, bid alternates up to a
cumulative maximum amount of 5% of the estimate of probable
construction cost.
2.3.11 One or more "independent checks" of the plans, specifications and
bid documents may be performed by an independent party
commissioned by the CITY prior to the 100% Construction
Document submittal. CONSULTANT shall incorporate revisions or
comments from these reviews, provided by the CITY in a single,
compiled, and coordinated document, in the final bid documents,
unless CONSULTANT deems them to be inappropriate or in error
in which case, CONSULTANT shall communicate concern to the
Project Manager or her authorized designee for consideration and
further direction. These checks may include architectural peer
reviews and/or constructability reviews. These independent
checks are to be performed strictly for the benefit of the CITY, and
they shall not relieve the CONSULTANT from its obligations under
this Agreement. The CITY is not obligated to perform any
independent check, and the CONSULTANT shall not rely upon it
for any quality or quantitative check or review.
2.3.12 Meetings
2.3.12.1 CONSULTANT shall attend and coordinate twelve (12)
PMT meetings, four (4) Technical-Library meetings, two
(2) Technical-Building Department meetings, one (1)
Technical-Technology meeting, one (1) Integrated
DeSign Workshop, and other technical meetings as
reasonably required for the Downtown Library Project.
Page 15 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
2.3.12.2 Consultant shall attend other meetings as specified in
Section 4.0, Participation.
2.3.13 Deliverables
2.3.13.1 60%, 95%, and 100% Construction Documents
packages setting forth in detail the requirements for
construction of the Downtown Library Project, including
drawings and specifications that establish in detail the
quality levels of required materials and systems. The
Construction Documents package shall include
drawings and technical specifications from all
disciplines, executed to a I~vel of detail appropriate for
open public bidding. They shall include plans
overlaying voice and data cabling with furniture layout
as necessary, elevations reflecting relationships
between furnishings and items affecting their
placement. Site improvements shall include all details
necessary to coordinate and properly locate utilities,
driveways, roadways, at-grade parking, curbs and
gutters, landscape, irrigation and hardscape design.
The Construction Documents shall conform to the
applicable California Building Code, Title 24, ADA, and
all other applicable local, State and Federal codes,
regulations, permit requirements, and conditions
necessary for issuance of a building permit.
2.3.13.2 Project Manual
2.3.13.3 Detailed technical specifications that are coordinated
with the plans and all the design disciplines.
2.3.13.4 Estimates of probable construction cost associated
with the 60% and 95% Construction Documents
submittals.
2.3.13.5 CONSULTANT shall submit one set of reproducible
documents and one set of electronic digital documents
at 60%, 95% and 100% completion of Construction
Documents. CONSULTANT shall provide a full-sized
original set, wet-stamped and signed, as required by
the CITY, by all the appropriate licensed design
diSCiplines. CONSULTANT shall also provide digital
plot files directly to CITY's printing company for printing
bid sets.
Page 16 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
2.4 TASK F2: DOWNTOWN LIBRARY PROJECT BIDDING AND AWARD
2.4.1 CONSULTANT shall prepare a full-sized original set(s), and
provide a digital plot bid package for CITY's use in printing, and
shall make available' to the CITY an electronic version of the
Construction Documents,
2.4.2 CONSULTANT shall provide bid phase services, as requested by
the CITY, through award of the Contract for Construction. Service
include assistance with responses to bidders' inquiries;
preparation of addenda; attendance at one (1) prequalification and
(1) pre-bid meeting; and assistance in the CITY's evaluation of
bids.
2.4.3 In preparing estimates of the cost of the work, the CONSULTANT·
shall be permitted to include contingencies for design, bidding and
price escalation; to determine what materials, equipment,
component systems and types of construction are to be included
in the Contract Documents; to make reasonable adjustments in
the scope of the Project and to include in the Contract Documents
alternate bids as may be necessary to adjust the estimated Cost
of the Work to meet the CITY's budget for the Cost of the Work. If
an increase in the Contract Sum occurring after execution of the
Contract between the CITY and the Contractor causes the budget
for the Cost of the Work to be exceeded, that budget shall be
increased accordingly.
2.4.4 CONSULTANT will include in its estimate a contingency for
bid/mprket conditions based on competitive bidding with a
minimum of 3 bidders for all major items of subcontracted work
and 3-5 general contractor bids. The CITY recognizes that the
CONSULTANT has no control over competitive bidding or market
conditions. If CITY anticipates less favorable bidding conditions or
wishes to take a more conservative approach, CITY will cooperate
with CONSULTANT to increase bid contingency and either reduce
project scope or increase the project budget accordingly.
2.4.5 If bidding has not commenced within 90 days after CONSULTANT
submits 95%Construction Documents to the CITY , CONSULTANT
shall adjust at no additional cost to CITY, the estimate of probable
construction cost to reflect changes in the general level of prices
in the construction industry. Should the adjusted estimate of
probable construction cost exceed the CITY approved
construction budget at this point, any subsequent changes in the
plans or value engineering services necessary to align the
adjusted estimate of probable construction cost with the CITY
Page 17 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
approved construction budget shall be considered Additional
Services as noted in EXHIBT C of this Agreement.
2.4.6 Deliverables: one (1) 100% reproducible (hard copy for
Construction Document contract file) and digital plot set of
Construction Documents "Conform" package revised with all
addenda, CITY reviews and plan check, including Fire
Department, ready for Award, and Construction.
2.5 TASK G2 DOWNTOWN LIBRARY PROJECT CONSTRUCTION
ADMINISTRATION
2.5.1 The CONSULTANT's responsibility to provide Basic Construction
Administration Services for the Construction Phase under this
Agreement commences with CITY's issuance of a Notice to
Proceed with the Contract for Construction and will end 365
calendar days from that date or upon commencement by the
CONSULTANT· of the Substantial Completion Correction
("Punch") list, as mutually agreed upon by CONSULTANT, the
CITY's Construction Manager and CITY, whichever comes first. If
the punch list does not commence within 365 calendar days of the
Notice to Proceed, any further time and effort spent on behalf of
the project shall be an Additional Service provided on a time and
materials basis. Consultant will not be obligated to provide any
work beyond the 365 calendar days unless directed by CITY in
writing.
2.5.2 The CONSULTANT shall be a representative of and shall advise
and consult with the CITY during the provision of the Contract
Administration Services. The CONSULTANT shall have authority
to act on behalf of the CITY only to the extent provided in this
Agreement unless otherwise modified by written amendment.
2.5.3 Duties, responsibilities and limitations of authority of the
CONSULTANT under this phase shall not be restricted, modified
or extended without written agreement of the CITY.
2.5.4 The CONSULTANT shall neither have control over or charge of,
nor be responsible for, the construction means, methods,
techniques, sequences or procedures, or for safety precautions
and programs in connection with the Work, since these are solely
the Contractor's rights and responsibilities under the Contract
Documents.
2.5.5 The CONSULTANT shall not be responsible for acts or omissions
of the Contractor, Subcontractors, or their agents or employees, or
Page 18 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
any other persons or entities performing portions of the Work.
2.5.6 Project Meetings and Site Visits
2.5.6.1 The CONSULTANT shall attend up to 52 site construction
meetings. The CONSULTANT as a representative of the
CITY, shall visit the site at intervals appropriate to the
stage of the Contractor's operations, or as otherwise
agreed by the Project Manager or authorized designee and
the CONSULTANT (1) to become generally familiar with
and to keep the CITY informed about the progress and
quality of the portion of the Work completed, (2) to
endeavor to guard the CITY against defects and
deficiencies in the Work, and (3) to determine in general if
the Work is being performed in a manner indicating that
the Work, when fully completed, will be in accordance with
the Contract Documents. However, the CONSULTANT
shall not be required to make exhaustive or continuous on-
. site inspections to check the quality or quantity of the
Work.
2.5.6.2 The CONSULTANT shall report to the CITY known
deviations from the Contract Documents.
2.5.6.3 The CONSULTANT shall at all times have access to the
work within 24 hours wherever it is in preparation or
progress.
2.5.6.4 The CONSULTANT shall have authority to reject Work that·
does not conform to the Contract Documents. Whenever
the CONSULTANT considers it necessary or advisable,
the CONSULTANT will have authority to require inspection
or testing of the Work in accordance with the provisions of
the Contract Documents, whether or not such Work is
fabricated, installed or completed. However, neither this
authority of the CONSULTANT or a decision made in good
faith either to exercise or not to exercise such authority
shall give rise to a duty or responsibility of the
CONSULTANT to the Contractor, Subcontractors, material
and equipment suppliers, their agents or employees or
other persons or entities performing portions of the Work.
2.5.6.5 The CONSULTANT shall be responsible for scheduling the
subconsultants visits to the site in coordination with and or
as directed by the CITY.
2.5.7 On the basis of on-site observations as a CONSULTANT, and
through information provided to the CONSULTANT by the CITY's
Project Manager, the CONSULTANT shall keep the CITY
informed of the quality of the work.
Page 19 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
2.5.8' Submittals:
2.5.8.1 The CONSULTANT will review Contractor's submittals,
including Shop Drawings, Product Data and Samples, but
only for the limited purpose of checking for conformance
with information given and the design concept expressed
in the Contract Documents. The CONSULTANT's action
shall be taken with such reasonable promptness so as to
cause no delay in the work, while allowing sufficient time in
the CONSULTANT's judgment to permit adequate review
unless otherwise agreed to. Submittals critical to work flow
shall be responded to within a timely manner from receipt.
Review of such submittals is not conducted for the purpose
of determining the accuracy and completeness of other
details such as dimensions and quantities or for
substantiating instructions for installation or performance
equipment or systems designed by the Contractor, all of
which remain the responsibility of the Contractor to the
extent required by the Contract Documents. The
CONSULTANT's review shall not constitute review of
safety precautions or, unless otherwise specifically stated
by the CONSULTANT, of construction means, methods,
techniques, sequences or procedures. The
CONSULTANT's review of specific items shall not indicate
approval of an assembly of which the item is a component.
When professional certification of performance
characteristics of materials, systems or equipment is
required by the Contract Documents, the CONSULTANT
shall be entitled to rely upon such certification to establish
that the materials, systems or equipment will meet the
performance criteria required by the Contract Documents.
2.5.8.2 The CONSULTANT shall maintain copies of submittals
supplied by the Contractor in accordance with the
requirements of the Contract Documents. Reviewed
submittals shall be stamped with appropriate action to be
taken with notes and comments initialed and dated.
2.5.8.3 If professional design services or certifications by a design
professional related to systems, materials or equipment
are specifically required of the Contractor by the Contract
Documents, the CONSULTANT shall specify appropriate
performance and design criteria that such services must
satisfy. Shop Drawings and other submittals related to the
Work designed or certified by the design professional
retained by the Contractor shall bear such professional's
written approval when submitted to the CONSULTANT.
The CONSULTANT shall be entitled to rely upon the
adequacy, accuracy and completeness of the services;
certifications or approvals performed by such design
professionals.
Page 20 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
2.5.9 Request for Information (RFI) & Architectural Supplement
Information (AS!)
2.5.9.1 The CONSULTANT shall review properly prepared, timely
requests by the Contractor for for information (RFI) about
the Contract Documents. A properly prepared RFI about
the Contract Documents shall be in a form prepared or
approved by the CONSULTANT and shall include a
detailed written statement that indicates the specific
Drawings or Specifications in need of clarification and the
nature of the clarification requested.
2.5.9.2 If deemed appropriate by the CONSULTANT or if directed
by the Project Manager or her authorized designee, the
CONSULTANT shall on the CITY's behalf prepare,
reproduce and distribute supplemental Drawings and
Specifications (Architectural Supplemental Information
(ASI» in response to RFI by the Contractor or because of a
need determined by CONSULTANT to achieve the intent
of the Contract Documents ..
2.5.9.3 Interpretations and decisions of the CONSULTANT shall
be consistent with the intent of and reasonably inferable
from the Contract Documents and shall be in writing or in
the form of drawings. When making such interpretations
and initial decisions, the CONSULTANT shall endeavor to
secure faithful performance by both CITY and Contractor,
shall not show partiality to either, and shall not be liable for
the results of interpretations or decisions so rendered in
good faith.
2.5.9.4 The CONSULTANT's action shall be taken with such
reasonable promptness as to cause no delay in the Work
or in the activities of the CITY, Contractor or separate
contractors, while allowing sufficient time in the
CONSULTANT s professional judgment to permit
adequate review. RFl's critical to workflow shall be
responded to within a timely manner from receipt.
2.5.10 CONSU L T ANT shall review for compliance, any items submitted
by the Contractor for consistency with the contract documents,
including but not limited to submittals, O&M Manuals, written
guarantees, instruction books, diagrams and charts, etc,.
2.5.11 Review and recommend approval or rejection of substitutions for
conformance with the project design concept and for compliance
with Contract Documents. CONSULTANT shall briefly review each
substitution at no additional cost to the CITY and provide the
CITY's Project Manager with a fee and time schedule for detailed
review of each substitution. Time and cost for detailed review of
Page 21 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
substitutions shall be negotiated with Contractor on a case-by
case basis. Detailed review of each substitution cannot begin until
authorized by the CITY's Project Manager. Detailed review of
substitutions is subject to the requirements of Additional Services
when approved and authorized by the CITY's Project Manager
prior to beginning the detailed review.
2.5.12 Changes in the Work
2.5.12.1 Change Order Review and Negotiation: All changes to the
Contract between the CITY and Contractor shall be only
by change orders executed by the CITY.
2.5.12.2CITY and its designee shall review the contents of all
Contractor-requested changes to the contract time or
price, endeavor to determine the cause of the request,
and assemble and evaluate information concerning the
request CITY and its designee shall in its evaluations of
the Contractor's request consider the CONSULTANT's
comments regarding the proposed changes.
2.5.12.3AII proposed CONSULTANT and CITY -initiated changes
shall first be described in detail by the CITY and its
designee in a request for a proposal issued to the
Contractor. The request shall be accompanied by
drawings and specifications prepared by the
CONSULTANT. .In response to the request for a
proposal, the Contractor shall submit to the CITY and its
designee for evaluation detailed information concerning.
The price and time adjustments, if any, as may be
necessary to perform the proposed change order work.
The CITY and its designee shall review the Contractor's
proposal, shall discuss the proposed change order with
the Contractor, and endeavor to determine the
Contractor's basis for the price and time proposed to
perform the work. All work by CONSULTANT related to
CITY -initiated changes will be performed as Additional
Services on a Time and Material Basis or mutually agreed
lump sum.
CITY and its designee shall negotiate change requests on
behalf of the CITY. CITY and its designee shall prepare
and issue to the Contractor appropriate change order
documents, reviewed and signed by the CONSULTANT
as required by contract.
2.6 TASK G2,1 DOWNTOWN LIBRARY LEED DESIGN AND
DOCUMENTATION
Page 22 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
2.6.1 The CONSULTANT shall prepare and submit LEED
documentation for the Downtown Library for certification purposes
based on the LEED Commercial Interiors 2009 for LEED certified
level. The work includes preparing and submitting all required
design submittal documentation for the LEED credits as identified
on the LEED Matrix fated February 2010.
2.6.2 The CONSULTANT shall provide fundamental commissioning
services during the design phase construction phases of the
project.
2.6.3 The CONSULTANT shall provide design intent information and
clarifications to the Contractor during the construction phase of the
project.
2.6.4 The CONSULTANT shall provide Construction Administration
services which include review of Contractor-provided LEED
submittals required for the Construction submittal by the
Contractor.
2.7 TASK G2.2 DOWNTOWN STANDARD LIBRARY AND OFFICE
FURNITURE
2.7.1 During the Construction Administration Phases the
CONSULTANT shall provide the fol/owing services related to
Standard Library and Office Furniture:
2.7.2 Building Staff area systems furniture will be specified in general
terms showing layout, major components, and finishes.
CONSULTANT shall specify that systems furniture vendor to
provide detailed systems design and component selection.
2.7.3 CONSULTANT shall specify performance requirements for
seismic bracing of cantilevered shelving with shelving vendor to
provide engineering submittals.
2.7.4 If so requested by the CITY's Project Manager or authorized
designee, the CONSULTANT shall prepare up to a total of five
different specification packages for furniture. Each package will
be suitable for a negotiated purchase order by CITY or Library.
2.7.5 The CONSULTANT shall provide up to two alternative design
concepts for standard furniture.
2.7.6 The CONSULTANT shall conduct up to four furniture meetings to
set direction on furniture, casework and signage.
2.7.7 The CONSULTANT shall lead up to one day-long furniture review
with the furniture committee.
2.7.8 The CONSULTANT shall prepare a 90% Specification Documents
submittal for CITY and Library review.
2.7.9 The CONSULTANT shall prepare 100% Specification Documents.
Page 23 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
2.7.10 The CONSULTANT shall assist the CITY in reviewing bidder
questions and provide written addendum as required for each bid
package.
2.7.11 The CONSULTANT shall be available for up to two days to advise
on furniture and punch list services.
2.8 TASK H2 DOWNTOWN LIBRARY PROJECT RECORD DOCUMENTS
AND PROJECT CLOSEOUT
2.8.1 Project Closeout, will begin with the commencement by
CONSULTANT of the Punch list as mutually determined by
CONSULTANT, CITY and CITY's Construction Manager, and will
end 60 calendar days from that date CONSULTANT shall
complete all items over which the CONSULTANT has control
indicated in the scope of Project Closeout within the 60 calendar
day period. CONSULTANT Closeout Services after 60 days will
be provided as an Additional Service on a Time & Materials basis.
2.8.2 The CONSULTANT shall receive from the Contractor and forward
to the CITY, for the CITY's review and records, written warranties
and related documents required by the Contract Documents and
assembled by the Contractor.
2.8.3 The CONSULTANT's shall conduct "Punch List" inspection to
check conformance of the Work with the requirements of the
Contract Documents and to verify the accuracy and completeness
of the list submitted by the Contractor of Work to be completed or
corrected.
2.8.4 The CONSULTANT shall complete and distribute the project
punch list in a timely manner from the CITY's request for
inspection in either MSWord or Excel format.
2.8.5 CONSULTANT shall review the work to determine whether the
punch list items have been completed and are in conformance
with the Construction Documents
2.8.6 CONSULTANT's shall conduct Final Completion observation
with the CITY to check for general conformance of the Work with
the requirements of the Contract Documents package and to
verify the accuracy and completeness of the list submitted by the
Contractor of Work to be completed or corrected.
2.8.7 The CONSULTANT shall incorporate information provided by the
Contractor and information gained during site visits throughout the
Page 24 of 31
C1TY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
Project construction, and prepare record drawings and
specifications based on record field construction documents
package. Prior to acceptance of the Project by the CITY.
CONSULTANT shall review the contractor's "as-built" drawings
and specifications, and shall return them to contractor for revision
if they are not complete, or otherwise known to not represent facts
known to the CONSULTANT. Apart from reviewing Contractor's
as-builts documents, CONSULTANT shall prepare and sign the
CONSULTANT's Record Drawings submit both a hard copy on
Mylar and an electronic copy on Compact Disc (CD) to the CITY.
3.0 TEMPORARY MITCHELL PARK LIBRARY PROJECT
3.1 GENERAL
3.1.1 The CONSULTANT's Basic Services for Temporary Library
Facilities ("Temporary Library Facilities Project") consist of one
Task: Temporary Library Facilities Project Design.
3.1.2 The CONSULTANT's Basic Services for the Temporary Library
Facilities Project include the services of a, mechanical engineer,
electrical engineer/lighting designer, landscape architect, cost
estimator and library programmer.
3.2 TASK 03: TEMPORARY MITCHELL PARK LIBRARY FACILITIES
PROJECT DESIGN
3.2.1 The CONSULTANT shall develop conceptual design floor plans,
with input from the CITY.
3.2.2 The CONSULTANT shall:
3.2.3 Develop a comprehensive building program for temporary library
and community center services in the range of 8,000 to
10,000 total square feet spread between different locations yet to
be determined by the CITY, Program size is based on the
anticipated use of existing CITY facilities as temporary library and
community center facilities during the renovation of the Downtown
Library and the construction of the Mitchell Park Library.
3.2.4 Provide dimensions and notes to describe the scale and principal
features of the interior of the temporary facilities on the conceptual
floor plans. The conceptual floor plans will show the desired
location and approximate size of the new or relocated windows
and doors.
Page 25 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
3.3 TASK E3: TEMPORARY MITCHELL PARK LIBRARY FACILITIES
CONSTRUCTION DOCUMENTS
3.3.1 The CONSULTANT shall develop construction documents for the
temporary library and technical services with input from the CITY.
3.3.2 The CONSULTANT shall:
3.3.2.1 Recommend finishes for the CITY's approval.
3.3.2.2 Prepare drawings and other documents describing
signage and graphics for the new temporary library
3.3.2.3 Prepare technical specifications for the architectural
portions of the Temporary Library Facilities Project.
3.3.2.4 Review CITY-provided schedule of existing furniture
indicating which furniture is to be reused for the Project
and assist the CITY in the selection and specification of
new furniture. Prepare a drawing showing the new
furniture locations.
3.3.2.5 The CONSULTANT will provide drawings and other
project documents to describe the scope of the project in
sufficient detail for the CITY to publicly bid the
Temporary Library Facilities Project.
3.3.2.6 Deliverables: Contract Document drawings, building
program and other project documents to describe the
scope of the project for the CITY coordinate and
repurpose existing facilities for temporary library, to move
existing furniture and purchase new furniture; updated
project budget.
3.3.2.7 Meetings included in this phase (may be shared with
other phases and/or meetings): two (2) Technical
meetings; three (3) PMT meetings.
3.4 TASK F3: TEMPORARY MITCHELL PARK LIBRARY PROJECT
BIDDING AND AWARD
3.4.1 CONSULTANT shall prepare a full-sized original set(s), and
provide a digital plot bid package for CITY's use in printing, and
shall make available to the CITY an electronic version of the
Construction Documents.
Page 26 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
3.4.2 CONSULTANT shall provide bid phase services, as requested by
the CITY, through award of the Contract for Construction. Service
include assistance with responses to bidders' inqUines;
preparation of addenda; attendance at one (1) prequalification and
(1) pre-bid meeting; and assistance in the CITY's evaluation of
bids.
3.4.3 In preparing estimates of the cost of the work, the CONSULTANT
shall be permitted to include contingencies for design, bidding and
price escalation; to determine what materials, equipment,
component systems and types of construction are to be included
in the Contract Documents; to make reasonable adjustments in
the scope of the Project and to include in the Contract Documents
alternate bids as may be necessary to adjust the estimated Cost
of the Work to meet the CITY's budget for the Cost of the Work. If
an increase in the Contract Sum occurring after execution of the
Contract between the CITY and the Contractor causes the budget
for the Cost of the Work to be exceeded, that budget shall be
increased accordingly.
3.4.4 CONSULTANT will include in its estimate a contingency for
bid/market conditions based on competitive bidding with a
minimum of 3 bidders for all major items of subcontracted work
and 3-5 general contractor bids. The CITY recognizes that the
CONSULTANT has no control over competitive bidding or market
conditions. If CITY anticipates less favorable bidding conditions or
wishes to take a more conservative approach, CITY will cooperate
with CONSULTANT to increase bid contingency and either reduce
project scope or increase the project budget accordingly ..
3.4.5 If bidding has not commenced within 90 days after CONSULTANT
submits 95%Construction Documents to the CITY, CONSULTANT
shall adjust at no additional cost to CITY, the estimate of probable
construction cost to reflect changes in the general level of prices
in the construction industry. Should the adjusted estimate of
probable construction cost exceed the CITY approved
construction budget at this point, any subsequent changes in the
plans or value engineering services necessary to align the
adjusted estimate of probable construction cost with the CITY
approved construction budget shall be considered Additional
Services as noted in EXHIBT C of this Agreement.
3.4.6 Deliverables: one (1) 100% reproducible (hard copy of
Construction Document contract file for Bidding), digital plot set,
and all project addenda.
Page 27 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
3.5 TASK G3: TEMPORARY MITCHELL PARK LIBRARY PROJECT
CONSTRUCTION ADMINISTRATION
3.5.1 The Consultant's responsibility to provide Basic Services for the
Construction Phase under this Agreement commences with
CITY's award of a general contract for the construction of the
Project and terminates 90 calendar days later or on the original
date of Substantial Completion of the Work, whichever comes
first.
3.5.2 The CONSULTANT shall revise Bid Documents for issuance as
Conform Set Contract Documents that incorporate addenda, and
clarifications.
3.5.3 The CONSULTANT shall attend the pre-construction conference.
3.5.4 The CONSULTANT may visit the site approximately once every
two weeks or at intervals appropriate to the stage of construction
or as otherwise agreed by the CITY and CONSULTANT to attend
Project meetings and to become generally familiar with the
progress and quality of the work completed and to determine, in
general, if the work is being performed in a manner indicating that
the work when completed will be in accordance with the Contract
Documents. However, the CONSULTANT shall not be required to
make exhaustive continuous on-site inspections to check the
quality or quantity of the work.
3.5.5 On the basis of on-site observations as a CONSULTANT, and
through information provided to the CONSULTANT by the CITY's
Project Manager, the CONSULTANT shall keep the CITY
informed of the progress and quality of the work.
3.5.6 The CONSULTANT will review Contractor's submittals, including
Shop Drawings, Product Data and Samples, but only for the
limited purpose of checking for conformance with information
given and the design concept expressed in the Contract
Documents. The CONSULTANT's action shall be taken with such
reasonable promptness so as to cause no delay in the work, while
allowing sufficient time in the CONSULTANT's judgment to permit
adequate review unless otherwise agreed to. The CONSULTANT
will be allowed a maximum of 14 calendar days in most cases
except for large submittals per review, exclusive of substitution.
Review of such submittals is not conducted for the purpose of
determining the accuracy and completeness of other details such
Page 28 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
as dimensions and quantities or for substantiating instructions for
installation or performance equipment or systems designed by the
Contractor, all of which remain the responsibility of the Contractor
to the extent required by the Contract Documents. The
CONSULTANT's review shall not constitute review of safety
precautions or, unless otherwise specifically stated by the
CONSULTANT, of construction means, methods, techniques,
sequences or procedures. The CONSULTANT's review of
specific items shall not indicated approval of an assembly of which
the item is a component. When professional certification of
performance characteristics of materials, systems or equipment is
required by the Contract Documents, the CONSULTANT shall be
entitled to rely upon such certification to establish that the
materials, systems or equipment will meet the performance criteria
required by the Contract Documents.
3.5.7 The CONSULTANT will respond to Contractor's Requests For
Information (RFI). Interpretations and decisions of the
CONSULTANT shall be consistent with the intent of and
reasonably inferable from the Contract Documents and shall be in
writing or in the form of drawings. When making such
interpretations and initial decisions, the CONSULTANT shall
secure faithful performance by both CITY and Contractor, shall not
show partiality to either, and shall not be liable for results of
interpretations or decisions so rendered in good faith.
CONSULTANT will be allowed a maximum of 14 calendar days in
most cases except for large RFI per request for responses.
3.5.8 CONSULTANT shall review for compliance, any items submitted
by the Contractor for consistency with the contract documents,
including but not limited to submittals, O&M Manuals, written
guarantees, instruction books, diagrams and charts, etc, within
fourteen (14) calendar days of receipt.
3.5.9 Review and recommend approval or rejection of substitutions for
conformance with the project design concept and for compliance
with Contract Documents. CONSULTANT shall briefly review each
substitution at no additional cost to the CITY and provide the
CITY's Project Manager with a fee and time schedule for detailed
review of each substitution. Time and cost for detailed review of
substitutions shall be negotiated with Contractor on a case-by
case basis. Detailed review of each substitution cannot begin until
authorized by the CITY's Project Manager. Detailed review of
substitutions is subject to the requirements of Additional Services
when approved and authorized by the CITY's Project Manager
prior to beginning the detailed review.
Page 29 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
3.5.10 The CONSULTANT will not have control over or charge of and will
not be responsible for construction means, methods, techniques,
sequences or procedures, or safety precautions and programs in
connection with the work, since these are solely the Contractor's
responsibility under the Contract for Construction. The
CONSULTANT will not be responsible for the Contractor's
schedules or failure to carry out the work in accordance with the
Contract Documents. The CONSULTANT will not have control
over or charge of acts or omissions of the Contractor,
Subcontractors, or their agents or employees, or of any other
persons performing portions of the work.
3.5.11 The CONSULTANT will at all times have access to the work
wherever it is in preparation or progress.
3.5.12 Duties, responsibilities and limitation of authority of the
CONSULTANT shall not be restricted, modified or extended
without written agreement of the CITY and CONSULTANT.
4.0 PARTICIPATION
4.1 The CONSULTANT shall at the CITY's direction make presentation(s) to
the CITY's Commissions or Boards.
4.2 The CONSULTANT shall at the CITY's direction make presentations to
the CITY Council.
4.3 The CONSULTANT shall at the CITY's direction conduct public
meeting(s).
III. SUPPLEMENTAL AND OPTIONAL ADDITIONAL SERVICES
1.0 SUPPLEMENTAL SERVICES
The following services are not part of the CONSULTANT's Basic Services and shall be
performed by the CONSULTANT as Supplemental Services as directed by the CITY.
1.1 LEED design or documentation for credits other than those identified in
the LEED matrix included in the May 2008 Mitchell Park
Library/Community Center Schematic Design Report.
1.2 Construction administration services for the Mitchell Park project.
2.0 OPTIONAL ADDITIONAL SERVICES
The following services are not part of the CONSULTANT's Basic Services and shall be
Page 30 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 AMENDMENT TWO
EXHIBIT A
performed by the CONSULTANT as Additional Services only if and when authorized by
the CITY in writing:
1.3 Additional meetings or presentations.
1.4 Developing and preparation of information kiosks.
1.5 Developing a project flyers and public information posters.
1.6 Providing an architectural scaled presentation model.
1.7 Analyses of other sites or buildings.
1.8 Other participation services not described in Basic Services or
Supplemental Services above.
1.9 Other services not specifically identified under Basic Services or
Supplemental Services above.
1.10 Making changes in the design or documentation that is contrary to prior
direction provided by the CITY.
1.11 Preparing bid alternates other than described in CONSULTANT's Basic
Services.
1.12 Preparing CITY-initiated change orders during construction.
1.13 Providing more than two reviews of each submittal.
1.14 Detailed review of substitution request.
1.15 Work required to correct non-conforming work of contractor.
1.16 Increasing Professional Liability Insurance from the CONSULTANT's
standard two million ($2,000,000) coverage.
Page 31 of 31
CITY OF PALO ALTO CONTRACT NO. C09130744 -AMENDMENT TWO
EXHIBIT "B"
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of weeks specified below. The time to complete each milestone maybe increased or decreased
by mutual written agreement of the project managers for CONSULTANT and CITY so long as
all work is completed within the term of the Agreement. CONSULTANT shall provide a
detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the
notice to proceed.
100615
Milestones Completion
No. of Weeks
FromNTP
MITCHELL PARK LIBRARY/ COMMUNITY CENTER
Task Dl: Design Development
Task El: Construction Documents
Task Fl: Bidding & Award
RENOVATED DOWNTOWN LIBRARY
Task D2: Design Development
Task E2: Construction Documents
Task F2: Bidding & Award
Task G2: Construction Administration
Week 24
Week 50
(26 weeks from receipt of
authorization to proceed from
Design Development Task)
Week 63
(13 weeks from receipt of
authorization to proceed from
Construction Documents Task)
Week 22
Week 44
(22 weeks from receipt of
authorization to proceed from
Design Development Task)
Week 53
(9 weeks from receipt of
authorization to proceed from
Construction Documents Task)
52 Weeks startingfrom
Genera [Contractors
authorization to proceed.
Professional Services
Revised 10/18/07
100615
CITY OF PALO ALTO CONTRACT NO. C09130744 -AMENDMENT TWO
Task H2: Project Closeout and Record Documents 60 days startingfrom
TEMPORARY LIBRARY BUILDING
Task D3: Schematic Design & Design
Task E3: Plan Check Submittal
100% Permit Set
Task F3: Bidding & Award
Task G3: Construction Administration
2
General Contractors receipt
of substantial completion
Week 13 from NTP
August 17,2009
September 14, 2009
45 Days
(from NTP for the additional scope
added with Amendment #1)
90 Days
(from NTP for the additional scope
added with Amendment #1)
Professional Services
Revised 10/18/07
100615
CITY OF PALO ALTO CONTRACT NO. C09130744 -AMENDMENT TWO
EXHIBIT "C"
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement, and as set forth in the budget
schedule below. Compensation shall be paid to the CONSULTANT on a lump sum basis for
Mitchell Park Library Task D 1, El, Fl, and Renovated Downtown Library Task D2, E2, F2,
G2, and H2. Compensation for Temporary Library Task D3, E3, F3, and G3 shall be
calculated based on the hourly rate schedules attached as Exhibit C-l up to the Not to Exceed
amount set forth below. Compensation for Participation Task D4 shall be on a per meeting
basis as indentified in attached Exhibit C-l up to the Not to Exceed amount set forth below.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit "A", ("Basic Services") and reimbursable expenses shall not exceed
$3,860,11 0.00. CONSULTANT agrees to complete all Basic Services, including reimbursable
expenses, within this amount. In the event CITY authorizes any Additional Services, the
maximum compensation shall not exceed $4,231,710;00. Any work performed or expenses
incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth herein shall be at no cost to the CITY.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted
below. The CITY's project manager may approve in writing the transfer of budget amounts
between any ofthe tasks or categories listed below provided the total compensation for Basic
Services, including reimbursable expenses, does not exceed $3,860,110.00 and the total
compensation for Additional Services does not exceed $371,600.00.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT BASIS
MITCHELL PARK LIBRARY/COMMUNITY CENTER
Task Dl $845,456
(Design DeVelopment)
TaskEl
( Construction Documents)
TaskFl
(Bidding & Award)
RENOVATED DOWNTOWN LIBRARY
TaskD2
(Design Development)
TaskE2
(Construction Documents)
$1,882,656
$150,437
$88,383
$227,882
Lump Sum
Lump Sum
Lump Sum
Lump Sum
Lump Sum
Professional Services
Revised 10/18/07
CITY OF PALO ALTO CONTRACT NO. C09130744 -AMENDMENT TWO
TaskF2
(Bidding & Award)
Task G2
(Constmction Administration)
Task G2.1
(LEED Design & Documentation)
Task G2.2
(Fmniture)
TaskH2
(project Closeout and Record Documents)
TEMPORARY LIBRARY
TaskD3
(Schematic Design & Design Build Bid
Package)
TaskE3
( Construction Documents)
TaskF3
(Bidding & Award)
Task G3
(Construction Administration)
PARTICIPATION
TaskD4
(participation)
$14,941
$146,100
$81,796
$20,000
$25,500
$12,688
$95,916
$9,440
$24,415
$75,000
Lump Sum
Lump Sum
Lump Sum
Lump Sum
Lmnp Sum
Time & Materials to a
maXlmmn
Lump Sum
Lump Sum
Lump Sum
Rate Schedule,
Not to Exc~ed
Sub-total Basic Services $3,700,610
Reimbursable Expenses $159,500
Total Basic Services and Reimbursable expenses $3,860, 110
2
100615
Professional Services
Revised 10/18/07
CITY OF PALO ALTO CONTRACT NO. C09130744 -AMENDMENT TWO
. Additional Services (Not to Exceed)
Mitchell Park Library:
l)ovvntovvnLibrary
Temporary Library
Maximum Total Compensation
$300,000
$56,000
$15,600
$371,600
$4,231,710
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, vvord processing,
photocopying, in-house printing, insurance and other ordinary business expenses are included
vvithin the scope of payment for services and are not reimbursable expenses. CITY shall
reimburse CONSULT ANT for the follovving reimbursable expenses at cost not to exceed the
total amount shovvn above. Expenses for vvhich CONSULT ANT shall be reimbursed are:
• Outside service printing/copying of drawings and documents of any size.
• ill-house printing of CAD check sets and presentation drawings larger than 11"x 17": $2.00
per square foot.
• ill-house black & white photocopying for draft and final reports and specifications: $.20 per
page.
• ill-house color and grayscale printing and photocopying up to II"x 17" for in-house,
consultant or client use: $1.25 per page.
• Software purchase and licensure on behalf of the client.
• Postage, delivery and messenger service.
• Photographic and digital imaging.
• Architectural renderings and scale models.
• Travel expenses
• Subconsultant costs over and above those included in Basic Services.
• Presentation boards.
• Facilitation tools.
• Workshop accessories.
• Workshop facilitation materials
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense anticipated to be more than $1,000.00 shall be approved in advance by the
CITY's project manager.
ADDITIONAL SERVICES
100615
The CONSULT ANT shall provide additional services only by advanced? vvritten authorization
from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a
detailed vvritten proposal including a description of the scope of services, schedule, level of
effort, andCO~SULTANT's proposed maximum compensation, including reimbursable
3
Professional Services
Revised 10/18/07
100615
CITY OF PALO ALTO CONTRACT NO. C09130744 -AMENDMENT TWO
expense, for such services based on the rates set forth in Exhibit C-l. The additional services
scope, schedule and maximum compensation shall be negotiated and agreed to in writing by
the CITY's project manager and CONSULTANT prior to commencement ofthe services ..
Payment for additional services is subject to all requirements and restrictions in this
Agreement
Work required because the following conditions are not satisfied or are exceeded shall be
considered as additional services.
1. If any of the following circumstances affect the CONSULTANT's services for the
Project, the CONSULTANT may be entitled to an appropriate adjustment in the
CONSULTANT's schedule and compensation:
a. Change in the instructions or approvals given by the CITY that necessitate
revisions in design drawings and which are not caused by CONSULTANT's
negligence;
b. Enactment or revision of codes, laws, or regulations or official interpretations
which necessitate significant changes to previously prepared drawings;
c. Material delay caused by the CITY beyond CONSULTANT's reasonable control.;
d. Significant change in the Project including, but not limited to, size, complexity,
the Owner's schedule or budget, or procurement method;
e. Preparation for and attendance at a dispute resolution proceeding or a legal
proceeding except where the CONSULTANT is a party thereto;
f. Substantial change in the infonnation contained in Exhibit A.
Additional services may also include, meetings exceeding those outlined in Exhibit A as
Basic Services.
4
Professional Services
Revised 10/18/07
A I I AvHIVlt:N I L;
CITY OF PALO ALTO CONTRACT NO. C10131631
AMENDMENT NO. 1 TO CONTRACT NO. C10131631
BETWEEN THE CITY OF PALO ALTO AND
TURNER CONSTRUCTION COMPANY
This Amendment No. 1 to contract No. C10131631 ("Contract") is
entered into , 2010, by and between the CITY OF PALO
ALTO, a California Charter City (IICITYII),and TURNER CONSTRUCTION
COMPANY, a corporation in the state of New York with offices
located at 60 South Market Street, Suite 1100, San Jose, CA 95113
( II CONSULTANT II) .
R E CIT A L S:
WHEREAS, the Contract was entered into between the
parties for the provision of professional consulting to provide
construction management services relating to the demolition of the
existing library and community center at Mitchell Park and the
construction of a new joint library and community center, and
rehabilitation of the Downtown Library ("Project"); and
WHEREAS,
increase the scope
compensation;
the
of
parties wish to amend
services, schedule of
the Contract
performance,
to
and
NOW, THEREFORE, in consideration of the covenants, terms,
conditions, and provisions of this Amendment, the parties agree:
SECTION 1. Section I, SCOPE OF SERVICES, is hereby
amended to add the following:
"CONSULTANT shall perform the Services described in Exhibit "A",
as revised in accordance with the terms and conditions contained in
this Agreement. The performance of all Services shall be to the
reasonable satisfaction of CITY."
SECTION 2. Section 3, SCHEDULE OF PERFORMANCE, first
paragraph is hereby amended to add the following:
"Time is of the essence in the performance of services.
CONSULTANT shall complete the Services within the term of this
Agreement and in accordance with the schedule set forth in Exhibit
"B", as revised attached to and made a part of this Agreement. Any
Services for which times for performance are not specified in this
Agreement shall be commenced and completed by CONSULTANT in a
reasonably prompt and timely manner based upon the circumstances
and direction communicated to the CONSULTANT. CITY's agreement to
extend the term or the schedule for performance shall not preclude
recovery of damages for delay if the extension is required due to
the fault of CONSULTANT"
1
S,ATT/USERS/OFFICE FORMS/City Approved Contracts 3/20/07 (REV)
CITY OF PALO ALTO CONTRACT NO. CI0131631
SECTION 3. Section 4, NOT TO EXCEED COMPENSATION, is
hereby amended to read as follows:
"The compensation to be paid to CONSULTANT for performance of the
Services described in Exhibits "A", including both payment for
professional services and reimbursable expenses, shall not exceed
five hundred sixteen thousand eight hundred thirty-seven dollars
($516,837.00). In the event Additional Services are authorized, the
total compensation for services and reimbursable expenses shall not
exceed five hundred seventy thousand one hundred ninety-eight
dollars ($570,198.00). The applicable rates and schedule of
payments are set out in Exhibit "C" and "C-1", as revised which are
attached to and made a part of this Agreement.
Additional Services, if any, shall be authorized in accordance with
and subject to the provisions of Exhibit "C" and Exhibit "C-l".
CONSULTANT shall not receive any compensation for Additional
Services performed without the prior written authorization of CITY.
Additional Services shall mean any work that is determined by CITY
to be necessary for the proper completion of the Project, but which
is not included within the Scope of Services described in Exhibit
"A"."
SECTION 4. The following exhibit(s) to the Contract are
hereby amended to read as set forth in the attachment(s) to this
Amendment, which are incorporated in full by this reference:
EXHIBIT "A":
EXHIBIT "B":
EXH.IBIT "C":
SCOPE OF SERVICES
SCHEDULED OF PERFORMANCE
COMPENSATION
2
S,ATT/USERS/OFFICE FORMS/City Approved Contracts 3/20/07 (REV)
CITY OF PAr.O ALTO' CON'l'RACTNO. C10131631,
SECTION' 5. Except as herein modified, all other
provisions of the Cont:ract, including any exhibits and subsequent
amendments thereto, sha~l remain in full force. and effect.
IN WITNESS WHEREOF I the parties have by their duly
authori2:ed representatives. e}l:ecuted this ,Amendment oli the date
first above vlritteri. '
CITY OF PALO ALTO: CONSULTANT:
TURNER CONSTRUCTION COMPANY
city Manager
APPROVED AS TO FORM:
By: ~ ~~me:~
Title: VP& General ~anagm:: __
Sr. Deputy City Attorney
3
S ,ATl'/USERS/OFFICF: FORHS/City Approved ContractB 3/20/0'1 (UP-V)
CITY OF PALO ALTO CONTRACT NO.: CI0131631-AMENDMENT ONE
EXHIBIT "A"
SCOPE OF SERVICES
1. INTRODUCTION
In November 2008, voters approved Measure N, which provided for the upgrade, replacement
and/or expansion of three libraries in Palo Alto. These libraries are the Downtown Library, the
Mitchell Park Library and Community Center (MPLCC) and the Main Library. Environmental
clearance has been completed and approved for the three sites. The design plans, which are
currently approximately 50 percent complete, have been reviewed by City boards and
commissions and have been presented to the community, although additional public meetings are
scheduled.
l)owntownLibrary
Improvements to the l)owntown Library, located at 270 Forest Ave, consist primarily of
accessibility improvements, code required upgrades, electrical and mechanical systems upgrades,
and interior space remodeling. The estimated 2008 construction cost was $2.4 million which was
based upon 35% completed plans. The construction cost estimate excludes design costs,
contingency, inflation escalation, permits, testing, fixtures and furnishing. Environmental
clearance has been completed and approved for the project.
The l)owntown Library will not be a certified LEEl) building but will follow the City's Green
Building Policy and submittal requirements.
Mitchell Park Library and Community Center
The existing Mitchell Park Library building is located at 3700 Middlefield Road and the adjacent
Community Center building is located at 3800 Middlefield Road. The existing library building
is 1ess than 10,000 square feet. The existing community center building is approximately 10,000
square feet.
Construction will entail demolition and removal of the existing buildings and parking lots,
construction of a combined library and community center building and associated site amenities
including parking. The new building's total area will be approximately 51,000 square feet, of
which 36,000 square feet will be a two-story library and 15,000 square feet will be a single-story
community center around a heritage oak tree. The 2008 estimated construction cost was $28.1
million which was based upon the 35% plan design. The construction cost estimate excludes
design costs, contingency, inflation escalation, permits, testing, fixtures and furnishing. The
MPLCC will be designed to U.S. Green Building Counci1's Leadership in Energy Efficiency and
l)esign (LEED ®) Gold standard.
l)uring construction, the library services and the community center will be relocated to a
temporary facility or facilities. l)esign of the temporary facility is underway and construction
management services for that facility will be performed by Public Works staff.
Main Library (Potential Future Phase)
Construction management services for the Main Library are not included at this time, as design
of improvements to the Main Library will not begin until approximately early 2011. The City
reserves the right to negotiate a fee for and enter into a contract (amendment) with Turner
Page 1 of 12
CITY OF PALO ALTO CONTRACT NO.: CI0131631-AMENDMENT ONE
Construction Company (hereinafter "Consultant") for these services, or to issue a new Request
for Proposals for the services.
The Main Library, located on Newell Road, will have both an interior renovation and an
expansion. The renovation to the existing historic structure will consist of seismic, accessibility,
and systems upgrades as well as minor expansions and reconfigurations. In addition, a detached
building of approximately 4,500 square feet will be constructed. The 2008 estimated
construction cost was $9 million which was based upon the 35% plan design. The construction
cost estimate excludes design costs, contingency, inflation escalation, permits, testing, fixtures
and furnishing.
2. SCOPE OF SERVICES
All work described below will be done in conjunction with the City's ongoing review and
approval process for the projects described above. The Consultant's services shall include full.
Construction Management Services as required to assist staff in the management of the design
and construction ofthe above projects.
If at any time, the City is not satisfied with the performance of Consultant's staff, the City
reserves the right to request the services of a different individual. If for any reason the
Consultant proposes a change of staffing during the course of the project, the City reserves the
right to approve any new staff. Additional Services must be approved in advance of services, in
writing, by the City Project Manager.
Office space, computers, cell phones, furnishings and other equipment needed for Consultant's
staff shall be provided by the Consultant. These costs shall be included in the Consultant fee
proposal.
Downtown Library
Phase I -Design Phase
Staff support for this library will be primarily by City staff. During the design phase, Consultant
services are primarily required for specialty (mechanical, electrical) and for pre-qualifiction of
contractors and key subcontractors.
A. Preconstruction
Document and Constructability review
Consultant shall:
• become familiar with the project history, plans, and specifications.
• review plans, specifications and cost estimates submitted for City review. Review by
Consultant shall be performed by engineers or contractors who have experience in relevant
fields. Review of documents shall be done at the current and 100% completion stage of Design
Development and at 60%, 95% and 100% of Construction Development.
• provide a constructability review for the project documents and make appropriate cost andlor
time-savings recommendatipns to the City.
• provide an independent opinion of probable cost.
Page 2 of 12
CITY OF PALO ALTO CONTRACT NO.: CI0131631-AMENDMENT ONE
• analyze and document the costs and benefits associated with combining construction of the
Downtown Library with the MPLCC.
• coordinate as-needed and directed with the Architect/Engineers (AE) firm, City staff, City
boards and commission members, and community members.
• assist the City's Contracts Manager with the preparation of the "Instructions to Bidders" which
will define the scope of work that must be included in the bid packages and other related bid
documents needed to ensure a complete bid package. The AE will prepare technical
specifications.
• become familiar with the various City department functions and requirements for project
coordination.
Contractor and Key Subcontractor Pregualification
Prior to the construction bid phase, the Consultant shall prepare,and obtain approval from the
City of Palo Alto, to advertise forms required for Contractor and key subcontractor
Prequalification. Consultant shall administer the feedback from same, including but not limited
to: answering questions from contractors and subcontractors, coordinating responses with the
City's Purchasing Division, preparing spreadsheets or other documentation necessary to compile
and compare contractor responses, preparing a recommended bidder's list with a brief report
summarizing findings, assisting in representing the City in any subsequent hearings challenging
the validity of the results and any follow-up documentation resulting from said hearings. The
City Purchasing Division will verify Consultant's recommendation in order to finalize the
decision.
Additional Services
Additional Services -include, but are not limited to, attendence at meetings, value engineering,
calculations and reimbursable expenses not included in the base fee.
Phase II -Construction Phase Services -Downtown Library
A. Tumer Staff Services
General: Consultant shall be the point of contact for the project's contractor (Contractor), and
shall endeavor to enforce compliance with all of Contractor's contractual requirements, as
follows:
Daily Construction Management: Consultant shall oversee the day-to-day construction work
perfonned by the Contractor. Consultant shall track the construction process, logistics, Request
For Information (RFI), Change Order (CO) and other information or requests. Consultant shall
oversee the construction activities and ensure that all aspects of LEED ® construction
requirements are followed and documented and shall work closely with the project's
Commissioning Agent and design consultant, Group 4 Architecture (ARCHITECT), in that
regard. City shall approve Additional Services requests and other items that are part of the City'S
contract with the ARCHITECT firm.
Consultant shall work with the Contractor and any involved parties to implement logistical and
communications measures to minimize any impacts to the nearby residential neighborhood, park,
:lire station, and the various pre-school, elementary, middle, special needs, and chm1er schools on
that block. Consultant shall implement expeditious methods for resolving conflicts. Consultant
shall handle the coordination between the City staff, Contractor, and ARCHITECT.
Page 3 of 12
CITY OF PALO ALTO CONTRACT NO.: CI0131631-AMENDMENT ONE
If night time, holiday or weekend work is required periodically to minimize impacts or due to
delay in schedule, Consultant services shall still be required in full effect, but will be
compensated as additional services, for costs incurred. Consultant shall assume that the third
Monday in January (Martin Luther King Day), the second Monday in October (Columbus Day)
and November 11 (Veteran's Day) of' each year shall be a working day for the contractor and for
the Consultant. December 24 (Christmas Eve) and the Friday following Thanksgiving Day (the
fourth Thursday in November) shall also be considered to be regular working days.
Consultant shall install, advertise, and maintain a hot-line for community updates, questions, and
complaints. Advertisement, equipment and other related costs shall be included in the
Reimbursables cost section below. Consultant shall liaison with City staff and assist Contractor
as-needed in the connection of a Contractor-installed video camera(s) that will be connected to a
website to monitor site progress.
Documentation: Consultant shall oversee and manage the Contractor's preparation and/or review
of all necessary documentation for the project including, but not limited to, daily logs and
inspection progress repOlis, photos/videos, RFI, correspondence, shop drawings, and other
contractor submittals. Consultant shall maintain all files and documentation related to managing
the project. Consultant shall track all RFI, correspondence, and submittal status. Responses,
approvals, and decisions relative to Contractor's documents shall be provided in a timely manner
and as required in the construction documents.
Consultant shall review and comment on any project-related correspondence as requested by the
City. Routine con'espondence that is related to product infOlTIlation or minor design issues may
be prepared and answered by Consultant on its letterhead, with a copy ofthe response directed to
PM and ARCHITECT. Correspondence requiring City response, including but not limited to
correspondence with residents, cost or contractual issues, may be drafted by Consultant but shail
be signed only by City.
Submittals: Consultant shall manage, log and track all project submittals (i.e. shop drawings,
product info11nation, substitution request, and samples) for approval in timely manner as required
by the construction documents and in order to prevent any delays to the project. Comments from
different reviewers of the submittal shall be compiled before being retumed to the Contractor for
revisions. All submittals shall be sent directly between the Contractor and the Design team, with
copies, documentation and management repOlis submitted to and managed by the Consultant.
Construction Schedule: Consultant shall review the Contractor's constmction schedule.
Consultant shall analyze, monitor, and request updates for the master schedule as the project
progresses. Consultant shall analyze the schedule for logical construction, constraints, level of
critical activities and to verify progress in conjunction with the analysis of pay applications.
Consultant shall review Contractors' individual Critical Path Method (CPM) schedules, monitor
the contractor's progress, notify the City of any slippage, and coordinate contractor recovery
plans.
Progress Payments: Consultant shall review progress payment requests submitted by Contractor,
within five (5) days of receipt and verify the accuracy and percentage of completion against the
schedule, and resolve any discrepancies in the invoices. Consultant shall review the invoices and
backup for completeness and compliance with contract documents mid make a recommendation
to PM for payment of the progress payment requests.
Page 4 of 12
CITY OF PALO ALTO CONTRACT NO.: CI0131631-AMENDMENT ONE
Change Order Monitoring and Processing: Consultant shall review and evaluate all Contractor
extra work requests. Consultant shall review the contract documents to determine entitlement,
complete an independent estimate of the cost of the changes, and reconcile with the contractor's
change order request. Consultant shall prepare contract change order authorizations for City
approval and track all scope and schedule changes. Consultant shall also implement expeditious
methods for resolving conflicts.
Claims: Consultant shall analyze any claims from the contractors (i.e., compensation and delay)
as to whether they are excusable, inexcusable, or compensable and prepare a response for City.
Meetings: Throughout the construction process, Consultant shall be prepared to address
comments and concerns of the construction contractors, ARCHITECT, PM, the City Staff, and
the general public on an as-needed basis. Consultant shall set up and conduct weekly progress
meetings and any other meetings necessary to facilitate the project work. Consultant shall write
and distribute the meeting agendas, and meeting minutes, including: City-Consultant meetings,
regular site meetings, and meetings with the City staff, contractors, various City departments,
and also the public. The meeting minutes will explicitly track who has the responsibility for each
action item with expected completion dates.
Consultant shall coordinate the logistics related to a ground-breaking and to a ribbon-cutting
ceremony, including working with committees, identifying power sources, etc. Costs for
beverages, materials, photographs shall not be the responsibility of the Consultant.
Soils-related testing shall be under the Consultant's contract. Physical oversight of the
geotechnical aspects of the constmction project shall be contracted by the ARCHITECT firm.
Miscellaneous: Consultant shall monitor Contractor's compliance in general with the
coilstmction documents and contract. Consultant shall address COlmnents and concems of the
contractors and the ARCHITECT as needed.
During construction, the Consultant's office space shall be provided, maintained and removed by
the Contractor, including offices, furniture and office equipment.
Quality Control and Assurance: Consultant shall monitor and document the Contractors' work
for any deviations in scope, schedule, or performance and keep the City informed of and assist
in resolving any issues that may arise.
Record Drawings: Consultant shall coordinate the preparation of record drawings with the
Contractors and ARCHITECT on a regular basis, both during the construction and post
construction phases, and review the drawings for "as-built" accuracy.
Training: Consultant shall set up and coordinate contractor-provided training of City staff as
required by the contract documents and as necessary to ensure that the approp11ate City
personnel are adequately trained and familiar with the new equipment and systems.
Commissioning: Consultant shall work with the commissioning agent, design consultants, and
the Contractors to ensure t~at all new equipment have been installed in accordance with the
contract documents, are working properly as stand-alone equipment, and are working properly as
part of a complete system.
Page 5 of 12
CITY OF PALO ALTO CONTRACT NO.: CI0131631-AMENDMENT ONE
Substantial Completion: As per the construction contract, once the Contractor requests
substantial completion and it is determined to be warranted, Consultant shall prepare and
compile a project punch list with the assistance from the City and ARCHITECT to be forwarded
to the Contractor. Consultant shall oversee the completion of the punch list items before the final
notice of completion is issued. I
As-Built drawings shall be scanned by Consultant for archiving by City.
Close Out: Consultant shall ensme completion and delivery of all required close out
documentations including operation and maintenance (O&M) manuals, record drawings, and
warranties. Consultant 'shall review all these materials for compliance with the' contract
documents and for completeness, and report any deficiencies or discrepancies to Contractor for
corrections and re-submittal. Consultant shall work under the direction ofthe Project Manager to
resolve any contract claim issues that may arise (stop work notices, bonding, delays, extra work,
etc).
Files: Consultant shall consolidate and deliver all project files and documentation maintained to
be retained by the City
B. Testing Laboratories and Special Inspections:
Testing and Special Inspections: A testing agency shall be lmder contract with and paid for by
the Consultant. Consultant shall coordinate with the Contractor in scheduling the testing agency
services for materials testing and special inspections needed for the life of the project. This
testing includes, but is not limited to, collecting and running geotechnical tests, concrete strength
and weld inspection. Consultant shall ensure that all required sign-offs are reviewed and
distributed and are in compliance with the specifications and the California Building Codes.
Geotechnical Engineering is included by the Architect, and is not included by the Consultant.
C. Electronic Documents:
Electronic Documents: Consultant shall provide electronic, fully addressable and cross
referenced electronic document filing system. It will be developed and used as the project filing
system during construction and will be updated with all closeout documentation, and cross
referenced for simple search and retrieve functionality for all project documentation for City's
use after constlUction. Consultant will provide Labor to input all documentation, and to train
City in the use and access to all electronic project files. Any monthly servic.e fees shall be
included herein and not in Reimbursables.
D. Additional Services:
Additional Services: Include, but are not limited to, additional meetings, additional public
outreach, unforeseen testing or inspection needs.
E. Reimbursables:
Reimbursables: Travel and meal expenses shall not be Reimbursable items but shall be
considered as included in the fee for associated work items. Any temporary trailers, computers,
copiers, printers and office supplies are not considered as a Reimbursable expense, but will be
provided to the Consultant under the Contractor's Contract. City may, at its option, provide
Page 6 of 12
CITY OF PALO ALTO CONTRACT NO.: CI0131631-AMENDMENT ONE
wOl~king space and computer connection for Consultant.
Printing of plans and specifications shall be paid by City.
Consultant shall, at the direction of the Project Manager, install, advertise, and maintain a hot
line for community updates, questions, and complaints. Printing of flyers, presentation boards,
advertisement, equipment and other related outreach material costs shall considered a
Reimbursable expense, the cost for which shall be approved in writing in advance by the Proj ect
Manager.
Phase III-Post Construction Services -Downtown
F. Post Construction Services
Post ConstlUction and Warranty Services: Consultant shall meet with Library, Community
Services and Public Works staff (Staff) monthly for three months commencing after the building
is open to the public in order to complete any remaining plillch-list items and/or to contact the
Contractor for any warranty issues that might arise. After the initial three month period,
Consultant shall contact the Staff quarterly for a period of nine months to determine whether any
new building or systems issues have been identified. Systems deficiencies that cannot be
resolved by the Contractor shall be reported to the Commissioning Agent.
Commissioning Veliiication: Consultant shall participate in the post-constlUction activities of the
Commissioning Agent as follows:
Participate in an off-season testing (i.e., testing the heating system prior to winter) session and
work with the Contractor to correct any deficiencies.
Compile the final testing documentation for the Commissioning Record and O&M manuals.
Return to the site at month 10 of the 12 month warranty period and review operating conditions
with City facility staff and the Commissioning Agent in order to identify any outstanding issues
related to the original and seasonal commissioning. The Commissioning Agent will interview
facility staff and identify problems or concems that they have with operating the building as
originally intended. The Commissioning Agent will make suggestions for improvements and for
recording these changes in the O&M manuals. The Commissioning Agent will identify areas
that may come under warranty or under the original construction contract. The Construction
Management Consultant shall work with the Contractor to resolve any warranty issues.
Mitchell Park Library and Community Center
Phase I -Design Phase
A. Preconstruction
Document and Constructability review
Consultant shall:
• become familiar with the project history, plans and specifications
Page 7 of 12
CITY OF PALO ALTO CONTRACT NO.: CI0131631-AMENDMENT ONE
• review plans, specifications and prepare cost estimates submitted for City review. Review by
Consultant shall be performed by engineers or contractors who have experience in relevant
fields. Review of documents shall be done at the current and 100% completion stage of Design
Development and at 60%, 95% and 100% of Construction Development.
• provide a constructability review for the project documents and make appropriate cost andlor
time-savings recommendations to the City.
• provide an independent opinion of probable construction cost.
• coordinate as-needed and directed with the ArchitectlEngineers CAE) firm, City staff, City
boards and commission members and community members.
• assist the City's Contracts Manager with the preparation of the "Instructions to Bidders" which
will define the scope of work that must be included in the bid packages and other related bid
documents needed to ensure a complete. bid package. The AE will prepare technical
specifications.
• become familiar with the various City department functions and requirements for proj ect
coordination.
Community Outreach
The Consultant shall collect information and prepare community, City Manager, oversight
committee, boards and commission and any other needed updates, presentations or reports not
provided by the AB.
The Consultant shall attend community meetings to update various civic orginazations CKiwanas,
school groups, etc.) or community meetings on the project progress. Fee for this service shall be
included in 'Meetings'. Seven public meetings are currently scheduled from Sept 22, 2009
through January 26,2010, however, Consultant shall budget for up to five (5) additional public
meetings.
Contractor and Key Subcontractor Prequalification
Prior to the construction bid phase, the City shall prepare, with City of Palo Alto approval, and
advertise forms required for Contractor and key subcontractor Prequalification. Consultant shall
administer the feedback from same, including but not limited to: answering questions from
contractors and subcontractors, coordinating responses with the City'S Purchasing Division,
preparing· spreadsheets or other documentation necessary to compile and compare contractor
responses, prepare a recommended bidder's list with a brief report summarizing findings, assist
in representing the City in any subsequent hearings challenging the validity of the results, and
any follow-up documentation resulting from said hearings.
Bidding: Consultant shall organize and manage contractor participation. Consultant shall
review the contractor bids for compliance with the technical portions of the bid requirements as
set forth in the specifications and make a recommendation for award or rejection. Consultant
shall assist with the bid period work items including clarifications, and bid evaluation relative to
the contract documents. Consultant shall review the subcontractor list for completeness and
compliance with the bid documents. The City Purchasing Division will verify Consultant's
recommendation in order to finalize the decision.
Pre-bid Conference and Pre-construction Meeting: Consultant shall coordinate and facilitate the
Pre-bid Conference and Pre-construction Meeting including preparation of the agendas and
meeting minutes
Page 8 of 12
CITY OF PALO ALTO CONTRACT NO.: CI0131631 -AMENDMENT ONE
Addenda: If changes to the construction documents are required during the bidding period,
Consultant shall prepare the addenda items with the assistance from the AE. The City will issue
the addenda.
Budget: Consultant shall work with the City to develop a construction budget format and
tracking system.
Hazardous Material Abatement: Hazardous materials may be removed from the existing
structures prior to their demolition (under City contract) or may be included as part of the
construction bid package. Consultant shall assume that the abatement will be done by City
contract and Consultant shall prepare, assist in the bidding of and coordinate the remediation
contract. A third party consultant shall be employed by the City to survey, test, develop and
implement removal procedures, monitor abatement and report.
Relocation of Existing Library Services
The Consultant shall provide CM Services to support the City of Palo Alto in relocating library
services to a temporary facility. It is estimated the move coordination for the Consultant will last
approximately 3 weeks.
Meetings: Throughout the design process, Consultant shall be prepared to address comments
and concerns of the contractors interested in bidding on the project, AE, City Staff, boards and
commissions and the general public on an as-needed basis.
Consultant shall schedule and conduct weekly progress meetings and any other meetings
necessary to facilitate the project work. City will provide the administrative support to provide a
meeting room and invite attendees. Consultant shall write and distribute the meeting agendas,
and meeting minutes, including: City-Consultant meetings, regular site meetings, and meetings
with the City staff, contractors, various City departments and also the public. The meeting
minutes will explicitly track who has the responsibility for each action item with expected
completion dates.
Additional Services
Additional Services include, but are not limited to, attendence at meetings, value engineering,
calculations and reimbursable expenses not included in the base fee ..
Future Phase -Construction Management, Downtown Library and MPLCC
Prior to construction the City shall, upon successful completion of Phase 1-Design Services,
. negotiate a scope and fee for construction management, testing and inspection services for the
Downtown Library and the Mitchell Park Library and Community Center.
B. Potential Future Phase -Main Library Construction Management Services
Design of the Main Library expansion and rennovation is anticipated to begin in late 2010 or
early 2011, therefore Construction Management services for the rennovation and expansion of
the Main Library are not included in this Scope of Work. The City may, at its sole discretion,
negotiate a fee and execute a contract amendment with Consultant for this work at a future date,
or may elect to instead issue a new RFP for the services. The services would be similar to those
needed for the Mitchell Park Library and Community Center.
Page 9 of 12
CITY OF PALO ALTO CONTRACT NO.: CI0131631-AMENDMENT ONE
EXHIBIT "B"
SCHEDULE OF PERFORMANCE
CONSULTANT shall perfonn the Services so as to complete each milestone within the number
of time specified below. The time to complete each milestone may be increased or decreased by
mutual written agreement of the project managers for CONSULTANT and CITY so long as all
work is completed within the tenn of the Agreement. CONSULTANT shall provide a detailed
schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to
proceed.
Milestones Completion
from NTP
1. Downtown Library Phase I, Pre-construction Phase:
Review Construction Documents
Contractor Prequalification
Construction Contract Award
Oct 2009
Oct 2009
March 2010
2. Downtown Library Phase II and Phase III, Construction Phase:
Construction Start
Substantial completion
Project Close-Out
July 1,2010
May 30, 2011
Junc 30, 2011
3. Mitchell Park Library & Community Center, Phase I: Pre-construction
Phase:
Review Construction Documents
Contractor prequalification
Construction Contract Award
Feb. 2010
Feb. 2010
June 2010
Page 10 of 12
CITY OF PALO ALTO CONTRACT NO.: CI0131631-AMENDMENT ONE
EXHIBIT "C"
COMPENSATION
The CITY agrees to compensate the CONSULT ANT for professional services
performed in accordance with the terms and conditions of this Agreement, and as
set forth in the budget schedule below. Compensation shall be calculated based on
the hourly rate schedule attached as exhibit C-l up to the not to exceed budget
amount for each task set forth below.
The compensation to be paid to CONSULTANT under this Agreement for all
services described in Exhibit "A" ("Basic Services") and reimbursable expenses
shall not exceed $516,837.00. CONSULTANT agrees to complete all Basic
Services, including reimbursable expenses, within this amount. In the event CITY
authorizes any Additional Services, the maximum compensation shall not exceed
$570,198.00. Any work performed or expenses incurred for which payment would
result in a total exceeding the maximum amount of compensation set forth herein
shall be at no cost to the CITY.
CONSULTANT shall perform the tasks and categories of work as outlined and
budgeted below. The CITY's project manager may approve in writing the transfer
of budget amounts between any of the tasks or categories listed below provided the
total compensation for Basic Services, including reimbursable expenses, does not
exceed $516,837.00 and the total compensation for Additional Services does not
exceed $53,361.00.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Downtown Library Phase I
Task 1 $17,545
(Pre-construction Phase)
Downtown Library Phase II
Task 1 $345,000
(Turner Staff Services)
Task 2 $12,000
(Testing Laboratories and Special Inspections (Allowance)
Task 3 $20,000
(Electronic Documents)
Page 11 of 12
CITY OF PALO ALTO CONTRACT NO.: CI0131631 -AMENDMENT ONE
Downtown Library Phase III
Task 1 $10,000
(Post Construction and Warranty Services)
Mitchell Park Library & Community Center, Phase I
Task 2
(Pre-cop.struction Phase)
Sub-total Basic Services
Reimbursable Expenses
MP Library
DTLibrary
Total Basic Services and Reimbursable expenses
$107,292
$0.00
$5,000
$511,837
$516,837
Additional Services -DT Library (Not to Exceed) $42,632
Additional Services -MP Library and CC (Not to Exceed) $10,729
Maximum Total Compensation $570,198
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word
processing, photocopying, in-house printing, insurance and other ordinary business
expenses are included within the scope of payment for services and are not
reimbursable expenses.
ADDITIONAL SERVICES
J
The CONSULTANT shall provide additional services only by advanced, written
authorization from the CITY. The CONSULTANT, at the CITY's project
manager's request, shan submit a detailed written proposal including a description
of the scope of services, schedule, level of effort, and CONSULTANT's proposed
maximum compensation, including reimbursable expense, for such services based
on the rates set forth in Exhibit C-1. The additional services scope, schedule and
maximum compensation shall be negotiated and agreed to in writing by the
CITY's project manager and CONSULTANT prior to commencement of the
services. Payment for additional services is subject to all requirements and
restrictions in this Agreement.
Page 12 of 12
Attahcment D
Bid Summary
CONTRACTOR
Base Bid
A-1
A-2
A-3
A-4
TOTAL
Add Alt. #1
Add Alt. #2
GRAND TOTAL
CONTRACTOR
Base Bid
A-1
A-2
A-3
A-4
TOTAL
Add Alt. #1
Add Alt. #2
GRAND TOTAL
ATTACHMENT D
Downtown Library Improvements Project
IFB No. 135891
Bid Summary
W.L. Butler Const. McCrary Const. Sausal Corporation Rodan Builders
$ 2,270,000.00 $ 2,358,000.00· $ 2,586,400.00 $ 2,607,000.00
$ 25,000.00 $ 25,000.00 $ 25,000.00 $ 25,000.00
$ 175,000.00 $ 175,000.00 $ 175,000.00 $ 175,000.00
$ 30,000.00 $ 30,000.00 $ 30,000.00 $ 30,000.00
$ 2,500,000.00 $ 2,588,000.00 $ 2,816,400.00 $ 2,837,000.00
$ (4,000.00) $ (4,000.00) $ -$ (4,500.00)
$ (6,700.00) $ (6,000.00) $ (1,400.00) $ (7,000.00)
_$2,489,300.00 $2,578,000.00 $2,815,000.00 $2,825,500.00
Kuehne Const. Barry Swenson John Plane Const.
$ 2,716,928.00 $ 3,378,850.00 $ 4,860,000.00
$ 25,000.00 $ 25,000.00 $ 25,000.00
$ 175,000.00 $ 175,000.00 $ 175,000.00
$ 30,000.00 $ 30,000.00. $ 30,000.00
$ 2,946,928.00 $ 3,608,850.00 $ 5,090,000.00
$ 6,450.00 $ (800.00) $ (846.00)
$ (55,300.00) $ (1,250.00) $ (1,322.00)
$ 2,898,078.00 $ 3,606,800.00 $ 5,087,832.00
GCel, Inc.
$ 2,617,000.00
$ 25,000.00
$ 175,000.00
$ 30,000.00
$ 2,847,000.00
$ (800.00)'
$ (1,250.00)
$2,844,950.00