Loading...
HomeMy WebLinkAbout2004-03-01 City CouncilCity of Palo Alto City Manager’s Report TO: FROM: DATE: SUBJECT: HONORABLE CITY COUNCIL ~ CITY MANAGER DEPARTMENT: PUBLIC WORKS MARCH 1, 2004 CMR:142:04 APPROVAL OF COST SHARING AGREEMENT BETWEEN THE CITY OF PALO ALTO, THE PALO ALTO LIBRARY FOUNDATION AND THE FRIENDS OF THE PALO ALTO LIBRARY FOR THE RENOVATION AND EXPANSION OF CHILDREN’S LIBRARY 7 RECOMMENDATION Staff recommends that the City Council approve a cost sharing agreement (Attachment A) between the City of Palo Alto, Palo Alto Library Foundation and the Friends of the Palo Alto Library for the expansion and renovation of the Children’s Library. BACKGROUND On February 10, 2003 the City Council approved a public-private partnership between the City and the Friends of the Palo Alto Library (Friends) to support the fundraising effort the Friends proposed for the renovation and expansion of the Children’s Library. At the meeting the Council deferred designing a renovation and upgrade of the existing Children’ s Library until December 31, 2003 when the results of the Friends and the Palo Alto Library Foundation’s (Foundation) efforts to raise half the funds needed to complete a $2.3 million renovation and expansion project would be known. The Friends and the Foundation’s fundraising was targeted at adding a north wing expansion to the project. The Children’s Library north wing expansion was proposed as part of the Fall 2002 Library bond election and would add approximately 1600 square feet of program space to Children’s Library to alleviate over-crowding. The north wing would consist of a large room that could be used for children’s programs, as a reading room, or by the public as a meeting room when the library is closed. The expansion would also include storage space and restrooms, allowing the restrooms in the existing building to be reconfigured to provide more flexibility to the interior space in that part of the building. Renovation of the Secret Garden behind the Children’s Library was also proposed, pending a successful fundraising effort. Attachment B is a site plan of the Children’s Library showing the proposed north wing expansion in relation to the existing building and the Secret Garden. CMR:142:04 Page 1 of 4 Preliminary des’-’2~ work on the renovation and upgrades to the Children’s Library building and the proposed north wing expansion was done and presented to the public during the Fall 2002 bond election process. This work was performed by the design firm Architectural Resources Group (ARG) and was reviewed by the Architectural Review Board and Historic Resources Board prior to City Council approval at that time. The preliminary design work completed to date will be used as the starting point in the upcoming design effort resulting in significant savings in design time (3 to 4 months) and cost (about $135,000) to the project. DISCUSSION The Friends and the Foundation have successfully raised $960,000 for the Children’s Library Improvements and Expansion Project (PE04010). The City, Friends and Foundation need to enter into a cost sharing agreement to set forth the terms and conditions for funding the design and construction of the desired project. The proposed agreement contains the following key points: The $1.1 million "matching funds" is composed of $960,000 raised by the Friends and Foundation, $90,000 from a Federal grant for the Children’s Library and a $50,000 donation from the Arrillaga family for use on the Children’s Library project. The City already holds the $90,000 federal grant and $50,000 Arrillaga donation. To ensure the City’s General Fund is not put at risk, the Friends and Foundation will deposit with the City $960,000 30 days prior to the date set for Council award of a construction contract for the project. City staff will develop an ongoing collaborative arrangement with the Friends and Foundation during design and construction of the project. This will include notice of project milestones, formal design reviews at completion of the 35% (concept plan), 65% (schematic design) and 95% (prefinal) design phases. In addition the Friends and Foundation will be involved in the selection of a design architect for the project. The Friends and Foundation will not be responsible for any cost overnms if they occur and any remaining matching funds will be returned to the Friends and Foundation in the event the project is completed under budget. The City will work with the Friends and Foundation to recognize the support and commitment of donors to the project. This will include reasonable and appropriate design features such as areas for placement of recognition plaques inside the Children’s Library and including donation bricks in the renovation of the Secret Garden. CMR: 142:04 Page 2 of 4 The City will notify the Friends and Foundation of any construction contract change orders exceeding 15% of the construction cost. Such changes may result from unforeseen design or site conditions during construction. The City will keep records of all funds advanced by the Friends and Foundation and of all expenditures of such fimds on the project. City will submit quarterly reports to the Friends and Foundation describing work performed and amounts paid by the City to contractors, consultants and other third parties in connection with the design and construction of the project. The City will submit a reasonably detailed final report of all project expenditures within 60 days of project completion. Upon City Council approval of the cost sharing agreement, staff will proceed with selection of a design architect for the project. The design scope of work will include seismic upgrade, roof replacement and building systems upgrades, including air- conditioning for the existing Children’s Library building, the north wing expansion and renovation of the Secret Garden. It is anticipated that staff will return to the city Council this spring with a recommendation for Council award of a design contract so that design may begin as early as June 2003. RESOURCE IMPACT The 2003-05 Capital Budget adopted by the City Council on June 16, 2003 includes the Children’s Library Improvements and Expansion Project (PE04010, p. 71) with $300,000 budgeted in fiscal year 2003-04 for design and $2.1 million budgeted for construction in 2004-05. Upon approval of the cost sharing agreement funding for the project will be a combination $1.2 million of City Infrastructure Reserve funding with $960,000 of matching funds from the Friends and the Foundation, a $90,000 Federal grant and a $50,000 donation from the Anillaga family for use on the Children’s Library project. The City already holds the grant and the Arfillaga family donation. The fiscal year 2004- 05 update of the Capital Budget will reflect this funding with the project total revised to a new total of $2.3 million ($400,000 for design and $1.9 million for construction). The new total of $2.3 million for the project is $100,000 less than budgeted in 2003-05 and equals the cost estimate staff presented to the City Council last February when the Friends proposed including a north wing addition. POLICY IMPLICATIONS Tbds recommendation is consistent with existing City policies regarding infrastructure improvement and expansion. ENVIRONMENTAL REVIEW The proposed north wing expansion for Children’s Library underwent environmental review during the conceptual design phase done for the Fall 2002 bond election. A Mitigated Negative Declaration was approved at that time for the project. Also, because CMR: 142:04 Page 3 of 4 the Children’s Library is a historic structure, any modifications to the building required to install seismic and ADA retrofits will be done per the Secretary of Interior’s Standards and will be reviewed by the Planning Department and HRB. ATTACttMENTS Attachment A: Cost Sharing Agreement PREPARED BY: J. M~HAEL SARTORAssigtant Public Works Director DEPARTMENT HEAD: GLENN ROBERTS Director of Public Works CITY MANAGER APPROVAL: 3N Assistant City Manager CMR: 142:04 Page 4 of 4 ATTACHMENT A AGREEMENT BETWEEN THE CITY OF PALO ALTO AND THE PALO ALTO LIBRARY FOUNDATION AND THE FRIENDS OF THE PALO ALTO LIBRARY FOR FUNDING THE PALO ALTO CHILDREN’S LIBRARY IMPROVEMENTS AND EXPANSION PROJECT THIS AGREEMENT (~Agreement") is made and entered into and effective this day of , 2004 ("Effective Date") by and between, The Palo Alto Library Foundation (~FOUNDATION") a California nonprofit public benefit corporation, whose mailing address is P.O. Box 181, Palo Alto, CA 94302-0181, The Friends of the Palo Alto Library ("FRIENDS"), a California nonprofit public benefit corporation, whose mailing address is P.O. Box 41, Pa!o Alto, CA 94302-0041, and the City of Palo Alto ("CITY"), a California municipal corporation, whose mailing address is 250 Hamilton Avenue, Palo Alto, CA 94303. ¯RECITALS A. CITY owns and operates the Children’s Library located at 1275 Harriet Street Palo Alto. The Children’s Library is a 3,400 square foot facility constructed in 1940. The CITY has identified needed infrastructure upgrades and renovations for the existing Children’s Library structure including seismic retrofitting; asbestos abatement; roof replacement; plumbing, electrical, and mechanical upgrades; improved facilities for persons with disabilities; flooring; lighting; interior painting work; and renovation of the outdoor ~secret" garden. B. FOUNDATION and FRIENDS are nonprofit corporations exempt from taxation under Interna! Revenue Code Section 50!(c)(3) raising funds for and working to improve public library facilities and programs within the CITY of Palo Alto. C.On February i0, 2003, FRIENDS informed the CITY Council that it was undertaking a fundraising effort for expansion of the Children’s Library.The CITY Council determined that rather than proceeding immediately~ with design of a CITY project to upgrade and renovate the existing Children’s Library structure, it would be beneficial to defer any action until December 31, 2003. This would al!ow FRIENDS and FOUNDATION sufficient time to raise half the funds needed to complete a $2.3 million dollar project to both renovate and expand the Children’s Library. The private funds could then be matched one to one by the CITY up to $1.2 million dollars. Staff advised the Council that an expanded project could include upgrades and renovations to the existing structure, renovation of the "secret" garden, an approximately 1600 square foot north wing addition with new restrooms, and reconfiguring the space 040217 sm 0100175 1 where the existing public restrooms and staff work area are located. Unaertaking the renovation and upgrade work at the same time as the expansion would be more efficient and avoid the possibility of having to reconstruct or demolish improvements at the time the expansion project was undertaken. D. On June 16, 2003, the Council approved the 2003- 05 Budget. The 2003-05 Budget contains a capital improvement project for the Children’s Library Improvements and Expansion Project. The project elements are those discussed by the Counci! on February i0, 2003. The budget item reflects the February I0, 2003 Counci! decision to allow sufficient time for private fundraising to match up to $1.2 million dollars in CITY funds for the project. E. FRIENDS and FOUNDATION have successfully raised Nine Hundred Sixty Thousand Dollars ($960,000.00) for the Children’s Library Improvements and Expansion Project. But for the agreement of FRIENDS and FOUNDATION to contribute these funds to the Children’s Library Improvements and Expansion Project, CITY would not undertake expansion of the Children’s Library at this time and would proceed only with the upgrades and renovations required for the existing structu.re. F. CITY, FRIENDS and FOUNDATION desire to enter into this Agreement to set forth the terms and conditions for funding the design and construction of the Children’s Library Improvements and Expansion Project ("PROJECT") as described in Exhibit "A" attached to and made a part of this Agreement. NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, the parties agree as follows: AGREEMENT i.RESPONSIBILITIES OF FRIENDS AND FOUNDATION i.i. Evidence of Funds Available.No later than thirty (30) calendar days prior to the date setfor CITY Counci! award of a design contract for the Project, FRIENDS and FOUNDATION shall each provide evidence satisfactory to the CITY Manager of the funds each organization has on hand for the Project. 1.2 Selection of Administrators. FRIENDS and FOUNDATION shall each designate a person to serve as the organization’s administrator for purposes of this Agreement (~Administrator"). The Administrators shal! be responsible for receipt of all notices under this Agreement, making payments to CITY and coordinating with the other organization’s Administrator in all matters related to this Agreement. FRIENDS and FOUNDATION shall 040217 sm 0100175 2 each provide CITY in writing within fifteen (15) calendar days of the Effective Date of this Agreement, or such later date as may be agreed to in writing by all the parties, with the name and contact information for the person each organization has designated as the Administrator for purposes of this Agreement. The selection of and authority of the Administrator to act on behalf of the organization shall be evidenced by a corporate resolution or other officia! documentation of an action of the Board of Directors, a copy of which shall be provided to the City. 1.3 Contribution to CITY. FRIENDS and FOUNDATION shall make a combined contribution to the CITY of Nine Hundred Sixty Thousand Dollars ($960,000.00) to fund Project construction costs. Project construction costs are all those costs incurred by the CITY in connection with the Project during the construction phase following award of a construction contract, including, but not limited to: labor, equipment and materials costs associated with demolition and construction; hazardous material assessment and abatement services; permit and inspection fees; specialized inspection and testing services and other specialized consultant services; construction management services; and design services required during construction. Construction costs shall not include the cost of design services provided during the design phase to complete a bid package for the Project. Construction costs shall not include the costs of CITY employees assigned to work on the Project. 1.3.1 FRIENDS agrees to contribute a total sum of Four Hundred Twenty Thousand Dollars ($420,000.00) to CITY to fund Project construction costs. FOUNDATION agrees to contribute a total sum of Five Hundred Forty Thousand Dollars ($540,000.00) to CITY to fund Project construction costs. These contributions shal! be paid to CITY as described in section 1.4 below. 1.3.2 FRIENDS and FOUNDATION together shall be responsible for not more than fifty percent (50%) of the Project construction costs and, under no circumstances, shall either organization be required to contribute more than the amounts set forth in section 1.3.1 above. If the Project construction costs are less than One Million Nine Hundred Twenty Thousand Dollars ($1,920,000.00), each organization shall be entitled to a refund based on the ratio between the amount of each organization’s contribution to the Project and the total cost of Project construction as described in section 2.4.2 below. 1.4 Deposits of Funds with CITY. The Administrators shall deposit funds with the City for construction of the Project as set forth in Section 1.4.1 below. The deposits shall be made in the form of a cashier’s check or other financial instrument 040217 sm 0100175 3 acceptable to CITY. CITY shall use the funds only for Project construction costs. CITY shall provide the Administrators with unified quarterly reports of the expenditures of the funds deposited pursuant to this Section as described in Section 2.4.1 below. 1.4.1 Construction Deposit. Not less than 30 days prior to the date set for CITY Counci! award of a construction contract for the Project, the FRIENDS’ Administrator shall deposit Four Hundred Twenty Thousand Dollars ($420,000.00) and FOUNDATIONS’ Administrator shall deposit Five Hundred Forty Thousand Dollars ($540,000.00) with the CITY for a combined deposit of Nine Hundred Sixty Thousand Dollars ($960,000.00) 2.RESPONSIBLITIES OF CITY 2.1 Project Initiation and Completion. CITY agrees to use reasonable good faith efforts to initiate construction of the Project by June 30, 2005 and to complete the Project by January 31, 2007. FRIENDS and FOUNDATION each acknowledge and agree that the Project schedule may be adversely impacted by delays related to factors outside CITY staff control, including, but not limited to design review, changes in scope, and unforeseen conditions discovered while carrying out the Project. 2.2 Project Design. CITY shall fund the Project design contract. FRIENDS and FOUNDATION each acknowledge and agree that CITY may elect to contract with Architectura! Resources Group ("ARG") to provide design services for the Project. In the event that CITY does not contract with ARG, the procedures in Section 2.2.1 and 2.2.2 below shall be followed. 2.2.1 Request for Proposals for Design Firm. In the event CITY does not contract with ARG to provide design services for the Project, CITY shall prepare a Request for Proposals for design of the Project. CITY shal! provide a copy of the RFP to the Administrators at least 14 calendar days prior to the date selected for issuance of the RFP. The Administrators shall provide a single integrated set of FOUNDATION and FRIENDS’s review comments on the RFP to CITY at least 3 working days prior to the date selected for issuance of the RFP. CITY shal! in good faith consider the review comments and revise the RFP where it deems appropriate. 2.2.2 Selection of Design Firm. CITY shall create a team to evaluate the proposals, to conduct interviews and to select a design firm to recommend to the CITY Council for award of the design contract. The team shall have five (5) to seven (7) members and shal! be composed of CITY staff, Library Advisory Commission member(s), one representative of FRIENDS and one 040217 sm 0100175 4 representative of FOUNDATION. The team shall select the design firm on the Dasis of qualifications and experience. FRIENDS and FOUNDATION understand and agree that the CITY staff shall have the final decision on recommendation of a design firm and that the award of contract to the design firm shall be within the sole discretion of the CITY Council. 2.2.3 Design Elements. CITY staff shall endeavor to cause the design of the Project to be in substantial conformance with the conceptual plan attached as Exhibit ~B" and made a part of this Agreement, including a North Wing addition of approximately 1600 square feet in size. However, FRIENDS and FOUNDATION understand and agree that the ultimate plan may vary from the conceptua! plan as a result of recommendations and decisions of various CITY boards and commissions such as the Historic Resources Board, Library Advisory Commission,Architectural Review Board, Planning Commission and the CITYCouncil. CITY agrees that the design shall include features to allow recognition of members of the public who contributed to the Project through plaques, bricks or other devices. The CITY, FRIENDS and FOUNDATION shall in good faith work together during the design process to determine how the recognition features should be configured and displayed. 2.2.4 Design Review. CITY shall provide one set of design documents to each Administrator for review and comment at the following design intervals: completion of the 35% (conceptual plan) phase; completion of the 65% (schematics) phase; and completion of the 95% (prefina!) phase. The Administrators shall provide to CITY a single integrated set of FOUNDATION and FRIENDS’s review comments at each interval within fourteen 14) calendar days of their receipt. If no comments are rece!ved within the applicable time period CITY may proceed with the next phase of design and shall have no obligation to consider comments at a later design phase that could have been raised at the earlier phase for which no comments were received. CITY shal! provide to and review in good faith FRIENDS’ and FOUNDATION’s comments with the Project design firm for design feasibility and budget and schedule impacts. The CITY shall have the sole discretion to determine whether to incorporate the review comments into the design. The participation of FRIENDS and FOUNDATION in the Project design as provided in this Section 2.2.4 shall be in addition to meetings between representatives of these organizations and other organizations and groups during the design phase. // // 040217 sm 0100175 2.3 Project Construction. 2.3.1 Bidding. CITY shall bid the project in accordance with the requirements of the Palo Alto Municipal Code. FOUNDATION and FRIENDS acknowledge and understand that the CITY is required to solicit bids for Project construction and to award the construction contract to the lowest responsive and responsible bidder. CITY shall provide each Administrator with the name of the contractor who has been determined by CITY to be the lowest responsive and responsible bidder within five (5) calendar days of such determination.The notice shall also include the dollar amount of the bid. 2.3.2 Project Progress. CITY shall provide written notice to each Administrator when Project milestones such as foundation, framing, and shell are achieved. 2.3.3 Project Changes. If a change or changes in Project design or construction materials, equipment or methods are required for any reason, including changes due to unforeseen design or site conditions, and the estimated cost of such change or changes will exceed fifteen percent (15%) of the Project construction contract amount, CITY shall, as a courtesy, provide each Administrator with notice describing the Project change. The CITY shall have the sole discretion to approve a change order for or to otherwise authorize a change. 2.4 Deposit. 2.4.1. Reporting. The CITY shall keep records of all funds advanced by the Administrators pursuant to this Agreement and of al! expenditures of such funds. CITY shall submit unified quarterly reports (or more or less frequently as may be agreed to in writing by the parties) to the Administrators. The reports shall describe the work performed and amounts paid by the CITY to contractors, consultants and other third parties in connection with the construction of the Project during the previous quarter. CITY shall provide the Administrators with a reasonably detailed final report of all Project construction expenditures within sixty (60) days of completion of the Project, as evidenced by recording of a Notice of Completion for the Project, or earlier termination of this Agreement. 2.4.2 Refunds. FRIENDS and FOPAL together shall be responsible for no more than fifty percent (50%) of the Project construction costs or Nine Hundred Sixty Thousand Dollars ($960,000.00), whichever is less. If, following completion of the Project, a portion of the amount(s) advanced to CITY by the Administrators remains unexpended and unencumbered, the CITY shall return such amount to the Administrators within thirty 040217 sm 0100175 (30) days after issuance of the final report pursuant to Section 2.4.i above. The amount returned shall be prorated in accordance with the ratio between the amount of each organization’s contribution to the Project and the total cost of Project construction. If the Agreement is terminated as provided in Section 3.1 below, FRIENDS and FOPAL shall each be entitled to a refund of their proportionate share of the balance (calculated as provided above), if any, of the deposits made pursuant to section 1.4 of this Agreement. 2.5 Indemnity. CITY shall indemnify, defend and hold FRIENDS and FOUNDATION harmless from al! liability, loss .or damage and from any suits, actions or claims, filed or brought as a result of or arising out of the work performed under the Project design contract and/or the Project construction contract. 2.6 Insurance. 2.6.1 City shall cause the Project design firm to obtain and maintain comprehensive general liability and professional liability insurance with respect to its work on the Project in such amounts as may be determined to be appropriate by the City’s risk manager and to name the CITY, FRIENDS and FOUNDATION as additional insureds under such policies. City shall cause the Project construction contractor to provide comprehensive general liability insurance with respect to its work on the Project in such amounts as may be determined to be appropriate by the City’s risk manager and to name the CITY, FRIENDS and FOUNDATION as additional insureds under such policy. The design firm and construction contractor insurances shall be considered primary and any other insurance the City possesses shall be considered excess insurance only. 2.6.2 City shall obtain and maintain or cause the construction contractor to obtain and maintain builder’s risk insurance in such amount as may be determined to be appropriate by the City’s risk manager. In the event of a loss during Project construction due to fire or other covered casualty, City agrees that any builder’s risk insurance proceeds it receives due to such loss shall be used for Children’s Library purposes. 3.OBLIGATIONS OF ALL PARTIES 3.1 Termination and Expiration. 3.1.1 Termination Prior to Award of Design Contract. FRIENDS and FOUNDATION together through the Administrators may terminate this Agreement at any time prior to execution of a design contract for the Project by delivering to the City ten (!0) days advance written notice of election to terminate. City through 040217 sm 0100175 7 the City Manager may terminate this Agreement at any time prior to execution of a design contract for the Project by delivering to the Administrators ten (i0) days advance written notice of election to terminate. 3.1.2 Termination Prior to Award of Construction Contract. Following execution of the design agreement and prior to execution of the construction contract, CITY may terminate this Agreement upon ten (!0) days notice to the Administrators in the event: (i) the lowest responsive and responsible bid for construction of the Project exceeds the construction budget established for the Project; or (2) the City Counci!, in its sole discretion, has determined for any reason that construction of the Project should not proceed. 3.1.3 Termination After Award of Construction Contract. Following execution of a construction contract for the Project, CITY may terminate this Agreement upon ten (10) days notice to the Administrators only in the event that the estimated Project costs have increased and exceed the amounts budgeted for the Project by CITY or in the case of a Force Majeure Event. As used herein "Force Majeure Event" means any matter or condition beyond the reasonable control of CITY, including war, public emergency or calamity, fire, earthquake, extraordinary inclement weather, Acts of God, strikes, labor disturbances or actions, civil disturbances or riots, litigation brought by third parties against the CITY, or any act of a superior governmenta! authority or court order, which delays or prevents the CITY from performing under this Agreement. FRIENDS and FOUNDATION shall remain responsible for their share of, and CITY may use the funds on deposit to pay for, construction costs incurred at the time of termination, as well as costs incurred, whether before or after termination of this Agreement, in connection with termination of the construction contract. 3.1.4 Expiration. If not subject to earlier termination, as provided herein, this Agreement shall expire sixty (60) days following the completion of construction and acceptance of the Project by the CITY as evidenced by recording of a Notice of Completion. 3.2 Time of Essence. Time is of the essence in the performance of the parties’ obligations pursuant to this Agreement. 3.3 Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and may be delivered by hand, by facsimile transmission with verification of receipt, or by United States mail, postage prepaid and return receipt requested, addressed to the respective parties as fol!ows: 040217 sm 0100175 8 Assistant City Manager CITY of Palo Alto 250 Hamilton Avenue, 7th Floor Palo Alto, CA 94303 ADMINISTRATORS FOUNDATION P.O. Box 181, Palo Alto, CA 94302-0181 FRIENDS P.O. Box 41, Palo Alto, CA 94302-0041 or to such other address as any party may designate by notice in accordance with this Section. A copy of any notice of a legal nature, including, but not limited to, any claims against CITY, its officers or employees shall also be served in the manner specified above to the following address: CITY Clerk 250 Hamilton Avenue, 7~h Floor Pa!o Alto, CA 94301 CITY Attorney 250 Hamilton Avenue, 8th Floor Palo Alto, CA 94301 Notice shall be deemed effective on the date delivered or, if appropriate, on the date delivery is refused. 3.4 Breach. In the event any party breaches any of the terms, covenants or provisions of this Agreement, and another party commences litigation to enforce any provisions of this Agreement, the cost of attorney’s fees and the attendant expenses will be payable to the prevailing party by the non- prevailing party upon demand. 3.5 Successors and Assigns. The terms of this Agreement shal! be binding and inure to the benefits of the parties hereto and their successors and assigns. Neither FRIENDS nor FOUNDATION shall assign or transfer any interest in this Agreement without the prior written consent of CITY. 3.6 Governing Law. The law governing this Agreement shall be that of the State of California. 3.7 Venue. In the event that suit shall be brought by any party hereunder, the parties agree that trial of such action 040217 sm 0100175 9 shall be exclusively vested in a state court in the County of Santa Clara or, where appropriate, in the United States District Court for the Northern District of California, San Jos4, California. 3.8 Headings. The headings of the sections and subsections of this Agreement are inserted for convenience only. They do not constitute a part of this Agreement and shall not be used in its construction. 3.9 Waiver. The waiver by any party to this Agreement of a breach of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach of that or any other provision of this Agreement. 3.10 Integration. Any and all exhibits that are referred to in this Agreement are incorporated herein by reference and are deemed a part of this Agreement. This Agreement, including all Exhibits attached hereto, represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding shal! be of any force or effect with respect to those matters covered hereunder. This Agreement may only be amended by formal written Agreement executed by all the parties. 3.11 Severability. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 3.12 CITY Manager’s Authority. Where this Agreement refers to CITY and no officer of the CITY is named, the CITY Manager or his designate shall have the authority to act on CITY’s behalf. The CITY Manager has designated the Assistant CITY Manager to act on his behalf unless and until notice of termination of that authorization is given to the FRIENDS and FOUNDATION as provided above. II II II 040217 sm 0100175 ! 0 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk Mayor APPROVED AS TO FORM: Senior Asst. City Attorney APPROVED: Assistant City Manager Director of Administrative Services Director of Community Services Risk Manager THE PALO ALTO LIBRARY FOUNDATION,a California nonprofit public benefit corporation By:, /~- Title: ~$,~.~q Title Taxpayer Identification No. THE FRIENDS OF THE PALO ALTO LIBRARY, a California nonprofit public benefit corporation Name : f ~-V-’~ ~ .’~~ Title: ~S?~ ~=~7 By: Name: Title: EX!{~iBITS: EXHIBIT "A": EXHIBIT "B" : Taxpay~i~ Identification No. (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a corporation. In the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) CHILDREN’S LIBRARY IMPROVEMENTS AND EXPANSION PROJECT DESCRIPTION OF PROJECT COMPONENTS CONCEPTUAL PLAN 040.17 sm 0100175 STATE OF California COUNTY OF Santa Clara On February 23 , 2004, before me, the undersigned, a Notary Public in and for said County andState, personally appeared Helena Wheeler , personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)i/are subsc/~,~bed to the~within instrument and acknowledged to me that he s~.e / they/execut ed the same /~D~ his/~/ their authorized capacity(i~), and that by his~.r~their ~ignature~ on the instrument~_ the perso~’J, or the entity upon behalf of which the person~sJ acted, executed the instrument. WITNESS my hand and offi~seal. Signature of Notary Pub!iQ/ 040217 sm 0100175 CERTIFICATE OF ACKNOWL~.D~M~NT (Civil Code § 1189) STATE OF California ) ) ss. CO~TY OF Santa Clara ) On February 23 , 2004, before me, the undersigned, a Notary Public in and for said County and State, personally appeared Jeffrey Levinskv , personally known to me or proved to rse on the basis_ of satisfactory evidence to be the person~whose name~’~are sj~scribed to the within instrument and acknowledged to m-4 that /~ she / they executed the sam~_e in ~!her / their auk.thor i z ed ~pacity(~, and that by~/her/tl~i~lr signature~ on the instrument the person(~, or the entity upon behalf of which theperson~ acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Publi 040217 sm 0100175 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF California ) ) ss. COUNTY OF Santa Clara ) On February 23 , 2004, before me, the undersigned, a Notary Public in and for said County and State, personally appeared Wendy Akers-Ghose , personally known to me or proved to me on the basis of satisfactory evidence to be the person (~hose na!nei~are subsc~bed to the within instrument and ackn_o~wledged to me that cap~t~ty(i~, and that by hist’/their signature(~ on the instrume~ the person,~, or the%~ity upon behalf of which the person~(/~ acted, exec[~ted the instrument. WITNESS my hand and official seal. /~i gna~ure of~Notary 040217 smOlO0175 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF California ) ) ss. COUNTY OF Santa Clara ) DEANNA MAE RIDING Commission # ] 396839 Notary PuDIic California- Santa Clara Counh/ On February 23 , 2004, before me, the undersigned, a Notary Public in and for said County and State, personally appeared Katharine Shafer Miller , personally known to me or proved to me on the basi~ of satisfactory evidence to be the person~whose namer,S/are subs~bed to the within instrument and ac~o_.wledged to me that he/~h~? they ~executed the same in hi s/~ their authori z ed capaci--ty(i~, and that by his!~/their si~gnature! on the instrument the person~, or the entity upon behalf of which the person(~’~acted, executed the instrument. WITNESS my hand and seal. Signature 040217 sm 0100175 EXHIBIT ~A" CHILDREN’S LIBRARY IMPROVEMENTS AND EXPANSION PROJECT DESCRIPTION OF PROJECT COMPONENTS Renovation of existing building (approximately 3400 square feet Seismic upgrade Roof replacement Electrical and mechanical upgrades including alr conditioning and heating and lighting Accessibility Improvements Architectural upgrades, including flooring and interior paint Office reconfiguration (approximately 900 square feet) North addition New construction including new restrooms (approximately 1600 square feet) Required site work (such as relocating equipment, utility service and other necessary work) Add i0 parking spaces Renovate Secret Garden (approximately 8,000 square feet) 040217 sm 0100175 EXHIBIT "B"