HomeMy WebLinkAboutStaff Report 8254
City of Palo Alto (ID # 8254)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 8/21/2017
City of Palo Alto Page 1
Summary Title: Shalleck Collaborative Professional Services Agreement
Title: Approval of a Professional Services Agreement With The Shalleck
Collaborative, Inc. for Design Services to Upgrade the City of Palo Alto
Council Chambers for a Total Not-to-Exceed Amount of $123,708
From: City Manager
Lead Department: City Clerk
Recommended Motion
Authorize the City Manager or his designee to execute the attached professional
services agreement (Agreement) with The Shalleck Collaborative, Inc. (Attachment A) in
a total not-to-exceed amount of $123,708 for architectural and broadcast audio-visual
consultant services, including study, recommendations, cost estimate, and design
services to upgrade and improve the City of Palo Alto Council Chambers located in Palo
Alto City Hall at 250 Hamilton Ave, Palo Alto.
Executive Summary
Staff is requesting City Council approve a professional services agreement with The
Shalleck Collaborative, Inc. for consultant services for the development of a preliminary
design to upgrade and improve the City of Palo Alto Council Chambers. The currently
installed audio-visual equipment in the Chambers is past its serviceable life and has not
been under warranty since 2013. In addition, the current system has no back-up or
redundancy capability. If the system stops working, the meetings will not be streamed
to the public, will not be recorded, and the general function of City Council meetings
will be disrupted. This agreement will provide the City with complete space planning
and architectural/broadcast audio-visual design services including a needs study
verification, inventory and survey of existing conditions, three preliminary designs, and
delivery of construction related documents.
The goal of the Council Chambers upgrade project is to increase the quality and
reliability of the media equipment and meeting space in the Council Chambers. A new
digital system will also eliminate manual processes currently in place to operate and
manage the old analog system. In addition, the project will address all space and
accessibility upgrades necessary to make the City of Palo Alto Council Chambers a
City of Palo Alto Page 2
top-of-the-line facility.
Background
Solicitation Process
A Request for Proposals entitled “Council Chambers AV, ADA, Voting System Preliminary
Design” (RFP #167038) was issued on February 28, 2017. The prospective bidders
were given 30 days to respond to the proposal, with a due date of March 30, 2017. A
pre-bid conference and walk-through of the Council Chambers was held on March 14,
2017, with a dozen potential bidders in attendance. The City received five proposals. An
evaluation committee was asked to review and score the proposals, proposer
qualifications and responses based on the criteria identified in the RFP. The committee
selected The Shalleck Collaborative as the most qualified proposer.
Discussion
The following is a summary of the Design Consultant’s Scope of Services:
Design an upgrade to replace existing audio-visual, broadcast, and data storage
equipment serving the Council Chambers and to integrate with ancillary
networked meeting rooms located both at Palo Alto City Hall, and at three City
libraries.
Redesign of the Council Chambers Broadcast Booth to safely accommodate
operators in an Americans with Disabilities Act (ADA) compliant work space.
Propose an upgrade solution for a large format video display for Council
Chambers.
Propose an upgrade solution for the Council Chambers voting system.
Recommend audio-visual upgrades to existing furnishings in the space including
but not limited to, Council Dais, Staff Area, and Speaker Podium.
Ensure all designs meet ADA requirements for this public space.
The deliverables will include:
Review and confirm an internal needs study, which will be conducted to collect
information from managers and staff regarding workspace, storage, broadcast
and other operational requirements and needs in order to prepare a set of
preliminary designs.
Provide at least three alternative layout and equipment options to meet the City’s
needs.
Preliminary project duration and cost estimates shall be included with each
option.
After presenting the three design options, the City Council will choose one option
for the consultant to develop into bridging documents for a design-build
procurement process.
Attachment A, the Agreement, contains a complete description of the Scope of Services.
City of Palo Alto Page 3
Timeline
The Design Phase covered by this Professional Services Agreement is projected to be
completed by January, 2018.
Cost of Services
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task A: Survey, Verify, Cost Impact Study $26,760
Task B: Prepare Design-Build Bridging Documents $42,420
Task C: Meetings $12,580
Task D: Work Product Submittals/Reimbursables $0.00
Task E: Construction Administration $2,100
Subtotal Basic Services and Reimbursable Expenses $103,090
Additional Services (Not-to-Exceed) $20,618
Maximum Total Cost $123,708
A full summary of the Cost of Services for this project can be found in the Agreement
(Attachment A), Exhibit “C” Compensation.
Resource Impact
The funds for this Professional Services Agreement are budgeted in the Information
Technology Fund. These funds were originally approved by Council in the Fiscal Year
2016 adopted budget and reappropriated to Fiscal Year 2017. The necessary funding
for this contract is available in the Information Technology Fund in Fiscal Year 2018.
This project will require the participation of staff and stakeholders from various City
departments including, but not limited to, Information Technology Department, Public
Works, City Clerk’s Office and the City Manager’s Office.
Attachments:
Attachment A: Professional Services Agreement with Shalleck Collaborative, Inc.
CITY OF PALO ALTO CONTRACT NO: C17167038
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND SHALLECK COLLABORATIVE, INC.
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 1st day of July, 2017, by
and between the CITY OF PALO ALTO, a California chartered municipal corporation
CITY ), and SHALLECK COLLABORATIVE, INC., a California corporation, located at
1553 Martin Luther King Jr. Way, Berkeley, CA 94709 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends for architectural and broadcast audio-visual consultant services, including
study, recommendations, cost estimate, and design services to upgrade and improve the City
of Palo Alto Council Chambers located in Palo Alto City Hall at 250 Hamilton Ave, Palo Alto
provide services in connection with the Project
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the
Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide
Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions,
in this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to on-
call agreements.)
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY -
1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of
work, a specific schedule of performance and a specific compensation amount. The total price of
all Task Orders issued under this Agreement shall not exceed the amount of Compensation set
forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work
Professional Services Rev. April 27, 2016 2
performed under an authorized Task Order and CITY may elect, but is not required, to authorize
work up to the maximum compensation amount set forth in Section 4.
SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2020
unless terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term
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 reement 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.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT ,
and reimbursable expenses, shall not exceed One Hundred and Three Thousand and Ninety
Dollars ($103,090.00). CONSULTANT agrees to complete all Basic Services, including
reimbursable expenses, within this amount. In the event Additional Services are authorized, the
total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed One Hundred Twenty Three Thousand Seven Hundred Eight Dollars ($123,708.00). The
applicable rates and schedule of payment are set out at -1 HOURLY RATE
SCHEDULE 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.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions
ion 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 at
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and
C-1
information in CON
Section 13 below. The City will generally process and pay invoices within thirty (30) days of
receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
Professional Services Rev. April 27, 2016 3
represents that it possesses the professional and technical personnel necessary to perform the
Services required by this Agreement and that the personnel have sufficient skill and experience
to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all
licenses, permits, qualifications, insurance and approvals of whatever nature that are legally
required to perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the same or
similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,
pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT
such errors and omissions, any change order markup costs, or costs arising from delay caused by
the errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent
CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to
CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of
of the city manager.
Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any
assignment made without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING.
Professional Services Rev. April 27, 2016 4
Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work
to be performed under this Agreement without the prior written authorization of the city manager
or designee.
Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subcontractors authorized by CITY to
perform work on this Project are: & Myer (Electrical Engineer0, Meme Architecture (Architect) and Thorton Tomasetti (Structural Engineer).
CONSULTANT shall be responsible for directing the work of any subcontractors and for any
compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subcontractor. CONSULTANT shall change or add subcontractors only with the prior approval
of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Ian Hunter as the Principal A-V Lead to have supervisory responsibility for the performance, progress, and execution of the Services and Ian Hunter as the Project Manager to represent CONSULTANT
during the day-to-day work on the Project. If circumstances cause the substitution of the project
director, project coordinator, or any other key personnel for any reason, the appointment of a
substitute project director and the assignment of any key new or replacement personnel will be
request, shall promptly remove personnel who CITY finds do not perform the Services in an
acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of
the Project or a threat to the safety of persons or property.
CITY Joel Dino, Information Services Department, Project Services Division, for architectural and broadcast audio-visual consultant services, including study,
recommendations, cost estimate, and design services to upgrade and improve the City of Palo
Alto Council Chambers located in Palo Alto City Hall at 250 Hamilton Ave, Palo Alto, CA
94303, Telephone: 650-329-2686. contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no
representation of the suitability of the work product for use in or application to circumstances not
contemplated by the scope of work.
Professional Services Rev. April 27, 2016 5
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this Agreement.
SECTION 16. INDEMNITY.
[Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT
shall protect, indemnify, defend and hold harmless CITY, its Council members, officers,
claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts
that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees,
agents or contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
[Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law,
CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members,
demands, claims, or liability of any nature, including death or injury to any person, property
damage or any other loss, including all costs and expenses of whatever nature including
resulting from, arising out
of or in any manner related to performance or nonperformance by CONSULTANT, its officers,
employees, agents or contractors under this Agreement, regardless of whether or not it is caused
in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed
to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the
active negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The
not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall
survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance
or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
Professional Services Rev. April 27, 2016 6
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in
Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement
naming CITY as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming
CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the
insurance is
primary coverage and will not be canceled, or materially reduced in coverage or limits, by the
insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of
the cancellation or modification. If the insurer cancels or modifies the insurance and provides CONSULTANT, CONSULTANT shall provide the
Purchasing Manager written notice of the cancellation or modification within two (2) business
such notice. CONSULTANT shall be responsible for
Chief
Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has
expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior
written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will
immediately discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its
performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but
only in the event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
Professional Services Rev. April 27, 2016 7
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such
materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving notice) of suspension or
termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that
determination may be made by the City Manager acting in the reasonable exercise of his/her
discretion. The following Sections will survive any expiration or termination of this Agreement:
14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250 Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California.
21.3. If the Project Manager determines that CONSULTANT as that term is defined by the Regulations of the Fair Political Practices Commission,
CONSULTANT shall be required and agrees to file the appropriate financial disclosure
Professional Services Rev. April 27, 2016 8
documents required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT 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, weight or height of such person. CONSULTANT acknowledges that it 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the Environmentally
Preferred Purchasing policies which are available at CITY Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply
with waste reduction, reuse, recycling and disposal requirements of CITY
Program. Zero Waste best practices include first minimizing and reducing waste; second,
reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall
comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes,
invoices, reports, and public education materials, shall be double-sided and
printed on a minimum of 30% or greater post-consumer content paper, unless
otherwise approved by CITYby a professional printing company shall be a minimum of 30% or greater post-
consumer material and printed with vegetable based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing ffice. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide
documentation from the facility accepting the pallets to verify that pallets are not
being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter
4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any
employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of
work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section
4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In
addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance
in accordance with Palo Alto Municipal Code section 4.62.060.
SECTION 25. NON-APPROPRIATION
Professional Services Rev. April 27, 2016 9
25.1. 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 funds are not appropriated for the
following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not
required to pay prevailing wages in the performance and implementation of the Project in
accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not
include a public works alteration, demolition, repair, or maintenance (collectively,
OR
26.1 CONSULTANT 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 Copies of these rates may be
City of Palo Alto. CONSULTANT 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. CONSULTANT shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813,
of the Labor Code pertaining to prevailing wages.
26.2
contract for public works construction, alteration, demolition, repair or maintenance.
SECTION 27. MISCELLANEOUS PROVISIONS.
27.1. This Agreement will be governed by the laws of the State of California.
27.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
27.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
Professional Services Rev. April 27, 2016 10
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
parties.
27.4. This document represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written instrument, which is signed by the parties.
27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and
consultants of the parties.
27.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect.
27.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in
any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement.
27.8 In the event of a conflict between the terms of this Agreement and the
e
of any conflict between the exhibits , the exhibits shall control.
27.9 If, pursuant to this contract with CONSULTANT, CITY shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for
express written consent.
27.10 All unchecked boxes do not apply to this agreement.
27.11 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.
27.12 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement
11 of 23
CONTRACT No. C17167038 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO
City Manager
APPROVED AS TO FORM:
City Attorney or designee
SHALLECK COLLABORATIVE, INC.
Officer 1
By:
Name: Adam Shalleck
Title: Founder
Officer 2 (Required for Corp. or LLC)
By:
Name: Ian Hunter
Title: Principal
Attachments: EXHIBIT A : SCOPE OF SERVICES
EXHIBIT B : SCHEDULE OF PERFORMANCE
EXHIBIT C : COMPENSATION
- SCHEDULE OF RATES
INSURANCE REQUIREMENTS
12 of 23
SCOPE OF SERVICES
A. BACKGROUND INFORMATION
This scope of work is for architectural and broadcast audio-visual consultant services, including study, recommendations, cost estimate, and design services to upgrade and
improve the City of Palo Alto Council Chambers located in Palo Alto City Hall at 250
Hamilton Ave, Palo Alto. The Council Chambers is a multi-purpose meeting room
where City Council (and other) meetings are held and broadcast live via local cable
television and internet streaming made possible by a partnership between the City of Palo Alto and Midpeninsula Community Media Center, Inc.
The currently installed audio-visual equipment is past its serviceable life and has not been
under warranty since 2013. In addition, the current system has no back-up or redundancy capability; if it stops working the meetings will not be streamed to the public, will not be recorded, and the general function of City Council meetings will be disrupted.
CONSULTANT will study and propose a solution to increase the quality and reliability of
the media equipment in the Council Chambers. A digital system will also eliminate manual processes that are currently in place to operate and manage the old analog system.
B. DESCRIPTION OF PROJECT
CONSULTANT shall: (1) Design an upgrade to replace existing audio-visual,
broadcast, and data storage equipment serving the Council Chambers and integrate
with ancillary networked meeting rooms located both at Palo Alto City Hall, and at three City libraries. (2) Redesign the Council Chambers Broadcast Booth to safely
accommodate operators in an Americans with Disabilities Act (ADA) compliant work
space. (3) Propose an upgrade solution for a large format video display for Council
Chambers. (4) Propose an upgrade solution for the Council Chambers voting system. (5) Recommend audio-visual upgrades to existing furnishings in the space including
but not limited to, Council Dais, Staff Area, and Speaker Podium. (6) Ensure all
designs meet ADA requirements for this public space.
An internal needs study has been conducted to collect information from managers and
staff regarding workspace, storage, broadcast and other operational requirements and
needs in order to prepare a set of preliminary designs. Consultant shall review and
confirm the study and shall include the summary of the needs and at least three alternative layout and equipment options to meet these needs. Preliminary project duration and cost estimates shall be included with each option. Layout options shall
range from the least impacting to the current floor configuration to the most disruptive
and/or costly option.
13 of 23
TASK A - Survey of Existing Conditions, Needs Study Verification and Analysis, and Design Cost Impact Study
Task A1:
Review and verify the layout and as-built drawings provided by the City. The survey of existing conditions shall be focused on the electrical, data/telephone, audio-visual and
broadcast equipment that are pertinent to the scope of the project. Additionally, structural,
mechanical, fire protection, any other relevant systems shall be included to the extent that they
may impact the eventual design options (i.e., installation of large format video displays for
Council Chambers may require assessment of the structural system for the wall where the displays will be mounted).
Task A2:
Review and verify existing needs study and provide an analysis of this study. Verification
shall consist of interviewing and gathering information from managers and staff to confirm the needs study and to gather additional information needed to develop a Design Cost Impact study.
Task A3:
The Design Cost Impact study shall include a summary of the needs study analysis and at least three schematic design options to meet the needs. For each option, an analysis shall be
provided discussing the costs and benefits, potential impacts to staff operations during and
after the construction, and if all the staff requirements from the needs study are met. For all
options, provide preliminary cost estimates and general project timelines taking into consideration construction phasing, costs for night/weekend construction work to minimize
disruptions, and relocation of regular public meetings as the last resort for all options. The
Design Cost Impact study shall be reviewed by the City. All review comments from the City
staff need to be addressed by CONSULTANT before proceeding to the next design task.
TASK B - Preparation of Design-Build Bridging Documents
After presenting the three design options, the City will choose one option for the consultant to develop into bridging documents for a design-build procurement process. The Bridging Documents shall consist of, but not be limited to:
basic system schematics,
live video process flow diagrams,
recorded video production process flow diagrams,
system commissioning requirements,
performance specifications for all equipment,
locations, resolutions and minimum sizes for electronic displays,
locations, resolutions and size limitations for digital pan, tilt, zoom (PTZ) cameras,
locations requiring hearing assistance equipment, and
other items that may be identified in the selected option from Task A3
Description of and schematic level design of structural, mechanical, fire protection, ADA or other improvements that are needed to implement the selected design-build option
The intent of the Bridging Documents is for use in procuring a Design-Build contractor with a guaranteed maximum price (GMP) for complete system delivery.
14 of 23
CONSULTANT will observe field conditions and confirm key measurements adequate for conducting the design work
TASK C - Meetings
Coordinate, prepare and actively participate in meetings related to Tasks A and B as directed by
the City. Prepare and distribute agendas and minutes for the meetings. CONSULTANT shall
incorporate the time and expenses for travel in the fee proposal for each meeting. Meetings are anticipated to be 2 hours in length.
TASK A Meetings: Kickoff meeting, interviews with staff, Design Cost Impact study review meetings. Allow for 5 meetings.
TASK B Meetings: Bridging Document development submittal meetings. Allow for 2
meetings.
TASK E Meetings: Design-Build Procurement meetings. Allow for 3 meetings.
TASK D - Work Product Submittals / Reimbursables
In addition to postage, progress prints, copying and materials needed for presentations,
submittals are required at the following stages for staff review:
Design Cost Impact Study:
Digital version (PDF)
5 digital copies 3 digital copies
Design-Build Bridging Documents:
Digital version (PDF)
5 digital half-size plan sets- 2 digital copies full size 2 digital copies of half-
sized plan sets, 2 digital copies of full size
TASK E - Design-Build Procurement Assistance
Assist
which will define the scope of work and special provisions that must be included in the bid
package, other related bid documents, and any addenda needed to ensure complete bid package.
CONSULTANT will attend a pre-proposal conference for interested firms. CONSULTANT
will assist Project Manager in writing answers to technical questions from prospective firms
during the Design-Build procurement period.
Evaluate proposals and provide input to City staff for the selection of the Design-Build firm in
accordance with the policies and procedures established by the Purchasing Division of the
Administrative Services Department (ASD)
TASK F - Construction Administration Services
CONSULTANT shall perform weekly Site Observations walks during the
construction. CONSULTANT shall:
15 of 23
Review Design-Build design, construction schedules and logistics plan
Monitor and document progress of construction
Visit the site at intervals appropriate to the stage of operations
Attend weekly construction meetings and prepare weekly meeting minutes
Review and take action upon submittals and shop drawings
Review change order requests and construction change directives
Review invoices and recommend payment
Develop punch lists and inspect to determine whether the work is substantially complete
Review Design-Build list of items to be completed prior to final payment
Complete checkout of designed systems.
16 of 23
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks 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 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 .
Milestones Completion No. of Days/Weeks from NTP
1. Task #1 Meeting #1 Kickoff Meeting, Staff Interviews, Site Survey 08/23
2. Task #2 Meeting #2 Staff Interviews 08/30
3. Task #3 Meeting #3 Staff Interviews 09/06
4. Task #4 Out Lines 3 Options Initial Budget Report
a. and Engineering Report DUE 09/15
5. Task #5 Meeting #4 Present three options to City Team 09/20
6. Task #6 City provides direction on which option (or combination) to pursue
10/4
7. Task # 7 50% Design/Build Documents DUE 10/27
8. Task # 8 Meeting #5 Present 50% D/B documents to City Team 11/01
9. Task #9 City comments on 50% DB documents du 11/15
10. Task #10 100% Design/Build Documents DUE 12/15
11. Task #11 Meeting #6 Present 100% D/B documents to City Team 12/20
12. Task #12 City comments on 100% DB documents due 1/13
13. Task #13 Final Bid Package DUE 1/27
17 of 23
18 of 23
(Version 1 - use for task based compensation)
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 calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted
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, and the total
compensation for Additional Services do not exceed the amounts set forth in Section 4 of
this Agreement.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task A $26,760
(Survey, Verify, Cost Impact Study) Task B $42,420
(Prepare Design-Build Bridging Documents)
Task C $12,580.
(Meetings)
Task D $0.00
(Work Product Submittals/Reimbursables)
Task E $2,100. (Construction Administration)
Task F $19,320
(Construction Management)
Sub-total Basic Services $103,090
Reimbursable Expenses $
Total Basic Services and Reimbursable expenses $103,090.
Additional Services (Not to Exceed) $20,618
19 of 23
Maximum Total Compensation $123,708
Chapter 8: COST
PROPOSAL
The Shalleck
Collaborative
SCOPE
LABOR
CATEGORIES HOURLY RATE
Task A1 AV $175.00
Existing
Conditions
Survey Project Architect $175.00
Architect $135.00
Structural (1
meeting) $260.00
Electrical (1
meeting) $175.00
Task A2 AV $175.00
Review/Analyze
Needs Study Project Architect $175.00
Architect $135.00
Structural $260.00
Electrical $175.00
Task A3 AV $175.00
Cost Study Project Architect $175.00
Architect $135.00
Structural $260.00
Electrical $175.00
Task B AV $175.00
Prepare
Bridging
Documents Project Architect $175.00
Architect $135.00
Structural $260.00
Electrical $175.00
Task C AV $175.00
Meetings (non-
Construction) Project Architect $175.00
Architect $135.00
Structural $260.00
20 of 23
Electrical $175.00
Task D AV $175.00
Work Product
Submittals /
Reimbursables Project Architect $175.00
Architect $135.00
*NO PRINTED
MEDIA* Structural $260.00
*ALL
DELIVERABLES
PDF* Electrical $175.00
Task E AV $175.00
Design/Build
Procurement
Assistance Project Architect $175.00
Architect $135.00
Structural $260.00
Electrical $175.00
Task F AV $175.00
Construction
Management Project Architect $175.00
Architect $135.00
Structural $260.00
Electrical $175.00
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. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: $0.00
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to travel and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges are reimbursable at actual cost.
21 of 23
All requests for payment of expenses shall be accompanied by appropriate backup
information. Any expense anticipated to be more than $00.0 shall be approved in advance
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written
request, shall submit a detailed written proposal including a description of the scope of
services, sch
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 Project Manager and CONSULTANT prior to commencement of the 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:
22 of 23
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY -:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS
EACH OCCURRENCE AGGREGATE
YES YES STATUTORY STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON
- EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS
PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
C. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
III.
A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY
23 of 23
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL
LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN
(10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP