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HomeMy WebLinkAboutID2457-Design-Contract-City-Hall-First-Floor-Renovation-3-5-12City of Palo Alto (ID # 2457) City Council Staff Report Report Type: Consent Calendar Meeting Date: 3/5/2012 March 05, 2012 Page 1 of 6 (ID # 2457) Summary Title: Design Contract -City Hall First Floor Renovation Title: Elimination and Defunding of Capital Improvement Program Project PF- 12005 (Council Conference Room Renovation); Approval of Capital Improvement Program Project PE-12017 (City Hall First Floor Renovation); Adoption of a Budget Amendment Ordinance in the Amount of $189,000; and Approval of a Contract with WMB Architects, Inc. in the Amount of $178,717 for Design of the City Hall First Floor Renovation Project From:City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1.Approve the elimination and defunding of Capital Improvement Program Project PF-12005, Council Conference Room Renovation; 2.Approve the creation of new Capital Improvement Program Project PE-12017, City Hall First Floor Renovation (Attachment A), including the attached Budget Amendment Ordinance (BAO) in the amount of $189,000 (Attachment B) for the design of architectural upgrades to selected areas on the first floor of City Hall; and 3.Approve and authorize the City Manager or his designee to execute the attached contract with WMB Architects, Inc. (Attachment C) in the amount of $178,717 for the design of City Hall First Floor Renovations (Capital Improvement Program Project PE-12017),including $162,470 for basic services and $16,247 for additional services. Background Palo Alto City Hall was originally constructed in 1971. Although the building has recently undergone a thorough mechanical, electrical, and exterior refurbishment, some of the interior areas remain functionally inadequate and aesthetically dated. There are specific deficiencies in some of the public meeting and gathering areas that hinder the ability of staff and the Council to interact effectively with members of the public. In particular, the Council Conference Room is undersized, has outdated architectural March 05, 2012 Page 2 of 6 (ID # 2457) treatments and furnishings, and lacks modern amenities such as flexible seating and efficient lighting and technological resources such as equipment for audio-visual presentations. The adopted FY2012 Capital Improvement Program (CIP) budget included an appropriation of $125,000 for renovation of the Council Conference Room (CIP Project PF-12005). Discussion While developing a detailed scope of work for the Council Conference Room Renovation project, staff identified additional building elements on the first floor of City Hall that exhibit deficiencies similar to those in the Council Conference Room and is proposing to include them in the scope of a comprehensive revised CIP project for the renovation of the first floor public areas for Council consideration. For example, the Lobby area is not welcoming to visitors, is not laid out to make efficient use of the space, and lacks effective means for the proper display of public art. The Human Resources Conference Room exhibits many of the same aesthetic and functional shortcomings as the Council Conference Room. The elevator cabs have worn-out wall and floor finishes, harsh lighting, and inadequate building information and directional signage. There is also a glaring need to improve the signage and other wayfinding information at the various building entrances and on the first floor of City Hall in order to assist members of the public with finding the staff members and services that can meet their needs. Based upon the needs assessment described above, staff issued a Request for Proposals (RFP) seeking an architectural firm to design modifications to the identified areas on the first floor of Palo Alto City Hall in order to improve the building’s aesthetics, increase the functionality of the conference rooms and lobby for public meetings and gatherings, and improve visitors’ ability to find specific staff members and public services. The scope of work outlined in the RFP included the following elements: Task 1: City Hall Lobby Design Modifications ·Transform the Lobby into an attractive and welcoming space to display public art and facilitate gatherings and events with new furnishings, wall treatments, and lighting. ·Design an improved display mounting system to create a more attractive, functional, and safe environment for the display of artwork. ·Establish signage and an electronic information kiosk to provide wayfinding information to the public. ·Create paths for foot traffic through the lobby which create protected spaces conducive to small gatherings. Task 2: City Hall Council Conference Room Design Modifications ·Transform the Council Conference Room into a more modern and usable space which will more readily accommodate the multitude of departments and Committees, Boards, and Commissions that utilize the area. ·Explore opportunities to enlarge the existing area via the removal of the existing March 05, 2012 Page 3 of 6 (ID # 2457) east wall and incorporation of the adjoining corridor into a larger and more usable meeting space. ·Provide room layout and flexible seating arrangements that will improve the interface between Committee/Board/Commission members and audience members during public meetings. ·Design a more modern method for effective presentation delivery to accommodate conferences and public presentations via electronic media. ·Modernize the area utilizing newly-designed lighting, wall coverings, flooring, and furniture. Task 3: City Hall Human Resources Conference Room Design ·Transform the Human Resources Conference Room into a more modern and usable space. ·Design a more modern method for effective presentation delivery to accommodate conferences and small department presentations via electronic media. ·Modernize the area utilizing newly-designed lighting, wall coverings, flooring, and furniture. Task 4: City Hall Wayfinding Design Modifications ·Design a programmatic and unified City Hall signage program that will readily direct members of the public to service locations throughout the various departments on all levels of City Hall including paths of travel from the exterior of the building. ·Improve signage on the building exterior to direct members of the public to the Police Department offices on Forest Avenue. Coordinate the new signage with the signage on the Downtown Library across the street. ·Provide an easy means of identifying parking locations in the underground City Hall Garage which will readily assist customers in relocating their vehicle. Task 5: City Hall Way Elevator Cabs Refurbishment Modifications ·Upgrade and modernize interior cab panels, including all sides, doors, flooring, and ceiling. ·Provide a more energy-efficient lighting system that will provide softer, more diffused illumination. ·Modernize the signage direction/display systems and integrate with the overall wayfinding system. The RFP for the project was sent to prospective consultants and posted on the City’s web site on November 14, 2011. The following table summarizes the results of the RFP solicitation: March 05, 2012 Page 4 of 6 (ID # 2457) Summary of Solicitation Process Proposal Description/Number Design Services for the Evaluation, Analysis, and Design of Architectural Upgrades at Palo Alto City Hall Proposed Length of Project 180 Calendar Days Number of Request for Proposals Mailed 7 Total Working Days to Respond to Proposal 20 Working Days Number of Proposals Received 11 Company Name Location (City, State) Selected for Oral Interview? 1. BFGC-IBI Group San Jose, CA No 2. Architecture 3 San Francisco, CA Yes 3. WMB Architects Stockton, CA Yes 4. Huntsman Architectural Group San Francisco, CA Yes 5. Brad Cox Architect San Jose, CA No 6. Eduardo Martinez Architects Mountain View, CA No 7. Heller Manus Architects San Francisco, CA Yes 8. FCA Architecture San Francisco, CA No 9. Kitchell San Jose, CA No 10. Carrasco & Associates Architects Palo Alto, CA No 11. Mock/Wallace Architects San Francisco, CA No Range of Proposal Amounts Submitted $57,630 -$191,940 An evaluation committee consisting of representatives from the Public Works Engineering Services and Public Services Divisions and a member of the City Manager’s Office reviewed the proposals. Four firms were invited to participate in oral interviews on January 18, 2012. The committee carefully reviewed each firm's qualifications and submittal in response to the criteria identified in the RFP. The committee reviewed each firm's qualifications relative to its experience in architectural and interior design, conference room layout and audio-visual system integration, and design of innovative signage and wayfinding programs. Consideration was also given to the quality of the proposers’ project approach, performance on past projects, qualifications of the specific March 05, 2012 Page 5 of 6 (ID # 2457) staff to be assigned to the project, and understanding of the project goals. WMB Architects, Inc. and their design partner, Square Peg Design, were selected because of the depth and quality of their design experience, particularly with respect to wayfinding and public art displays, the exceptional qualifications of their proposed project design team, and the strength of their proposed project design approach. Based on the aesthetic and functional deficiencies throughout the first floor of City Hall and in an effort to create a unified, coordinated appearance for this important public space, staff recommends that Council eliminate and defund previously approved CIP Project PF-12005, Council Conference Room Renovation, and reprogram the $125,000 towards a new comprehensive CIP project that addresses all of the identified deficiencies on the first floor of City Hall. Staff recommends that Council approve the creation of new CIP Project PE-12017, City Hall First Floor Renovation, which is depicted in the attached CIP project description page.In addition, staff is requesting Council approval of a Budget Amendment Ordinance (BAO) in the amount of $189,000 to fund the new project and provide sufficient funds to design all of the desired building amenities. Funds for the BAO would be a combination of the $125,000 from defunded CIP Project PF-12005 and $64,000 from the balance of remaining funds in CIP Project PF-01002, Civic Center Infrastructure Improvements. Timeline The design of the architectural upgrades to the first floor of City Hall will be completed by August 2012. Subsequently, construction of the improvements will take place during Fall 2012. If feasible, construction of selected project elements may be fast-tracked to allow for the work to take place during the Council break in August 2012. Resource Impact The Budget Amendment Ordinance is necessary to appropriate funds in the amount of $189,000 to fund the design of the proposed City Hall first floor renovations, including miscellaneous project-related expenses, such as permit fees, printing, and materials testing.The funds for the BAO will be derived from a combination of of the $125,000 from defunded CIP Project PF-12005 and $64,000 from the balance of remaining funds in CIP Project PF-01002. Although a detailed estimate of construction costs for the proposed comprehensive first floor renovations will not be available until the consultant conducts the project design work, it is anticipated that the improvements would cost approximately $1,100,000. Funds for the construction phase of the City Hall First Floor Renovations, which would be derived from a combination of the balance of remaining funds in CIP Project PF- 01002 and the Infrastructure Reserve, would be included in the FY2013 proposed Capital budget. That said, the decision to fund some or all of the design recommendations will be up to the Finance Committee and Council. These improvements are necessary to effective public use of City Hall, but contruction timing will depend upon the availability of funding. The concept of the the First Floor March 05, 2012 Page 6 of 6 (ID # 2457) Renovations arose after the compilation of the needs list prepared for the Infrastructure Blue Ribbon Commission (IBRC), and, therefore, the project was not included in the set of infrastructure improvements recommended by the IBRC. The IBRC report did, however, recommend additional funding for new projects such as this one which emerge following the publication of their infrastructure report. Environmental Review This project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) under Section 15301 of the CEQA Guidelines as repair, maintenance or minor alteration of an existing facility and no further environmental review is necessary. Attachments: ·A -CIP PE-12017 City Hall First Floor Renovations (PDF) ·B -Budget Amendment Ordinance (DOC) ·C -Contract with WMB Architects, Inc.(PDF) Prepared By:Joe Teresi, Senior Engineer Department Head:J. Michael Sartor, Director City Manager Approval: ____________________________________ James Keene, City Manager City of Palo Alto Capital Budget FY 2012 PF-12005Council Conference Room Renovations CITY HALL FIRST FLOOR RENOVATIONS (PE-12017) /&8 FUTURE FINANCIAL REQUIREMENTS FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 Total Funding Pre-Design Costs Design Costs $189,000 $189,000 Construction Costs $1,100,000 $1,100,000 Other Total Budget Request $189,000 $1,100,000 $1,289,000 Revenues: Source of Funds:Infrastructure Reserve CIP FACTS: • New • Project Status: Design • Timeline: FY 2012-2013 • Overall Project Completion: 0% • Managing Department: Public Works • Comprehensive Plan: Policy C-24 • Potential Board/Commission Review: ARB IMPACT ANALYSIS: • Environmental: This project is categorically exempt from CEQA under Section 15301. • Design Elements: May require ARB review • Operating: None • Telecommunications: None Description: The project will upgrade the aesthetics and functionality of the Council Conference Room, Human Resources Conference Room, Lobby area, and elevator cabs at City Hall. Improvements will create efficient, flexible meeting spaces, with upgrades to architectural finishes, furniture, audio-visual equipment, and improved capability for display of public art. Signage and wayfinding improvements will be implemented to direct City Hall visitors to their desired destinations. Justification: The conference rooms on the First Floor of City Hall are aesthetically-dated, functionally-obsolete, and do not include modern audio-visual equipment for public meetings. The Lobby needs transformation into a more welcoming public space, with flexible accommodations for small gatherings and improved capability for display of public art. The finishes and lighting in the elevator cabs are dated and worn. There is a need to improve signage and directional information for City Hall visitors. Consultant Services Scope: A consultant will design improvements for conference rooms, the lobby, elevator cabs, and signage. Supplemental Information: Architectural Review Board (exterior signage/wayfinding) Attachment A Attachment B ORDINANCE NO.xxxx ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO AMENDING THE BUDGET FOR THE FISCAL YEAR 2012 TO ELIMINATE AND DEFUND CAPITAL IMPROVEMENT PROGRAM PROJECT NUMBER PF-12005, COUNCIL CONFERENCE ROOM RENOVATIONS, AND TO PROVIDE AN APPROPRIATION OF $189,000 TO CAPITAL IMPROVEMENT PROGRAM PROJECT NUMBER PE-12017, CITY HALL FIRST FLOOR RENOVATIONS The Council of the City of Palo Alto does ordain as follows: SECTION 1. The Council of the City of Palo Alto finds and determines as follows: A. Pursuant to the provisions of Section 12 of Article III of the Charter of the City of Palo Alto, the Council on June 20, 2011 did adopt a budget for fiscal year 2012; and B.In fiscal year 2012, the Council did adopt a budget for CIP Project PF-12005, Council Conference Room Renovations, with an initial appropriation of $125,000; and C.The scope of CIP Project PF-12005 was limited to making renovations to the Council Conference Room. Additional building elements on the first floor of City Hall have been identified as deficient. CIP Project PE-12017, City Hall First Floor Renovations, is now established to expand the original project scope to include the City Hall Lobby, Human Resources Conference Room, City Hall signage program, and City Hall elevator cabs; and D. A Request for Proposal (RFP) to solicit design services for the evaluation, analysis, and design of architectural upgrades at City Hall for CIP Project PE-12017 was sent to prospective consultants and posted on the City’s website on November 14, 2011. Proposals were received from eleven firms. WBM Architects, Inc. was selected based on the depth and quality of their design experience at a cost of $178,717. In addition, $10,283 is needed for miscellaneous project-related expenses, such as permit fees, printing, and materials testing; and E. The initial appropriation of $125,000 for CIP Project PF-12005, Council Conference Room Renovations, is moved to CIP Project PE-12017, City Hall First Floor Renovations. Funding of $64,000 from CIP Project PF-01002, Civic Center Infrastructure Improvements,will be transferred to CIP Project PE-12017, City Hall First Floor Renovations,to cover the remaining funding needs. CIP Project PF-12005, Council Conference Room Renovations, will be closed; and F. City Council authorization is needed to amend the 2012 budget as hereinafter set forth. SECTION 2.The sum of One Hundred Twenty-Five Thousand Dollars ($125,000) is hereby transferred from CIP Project Number PF-12005 Council Conference Room Renovations to CIP Project Number PE-12017 City Hall First Floor Renovations. SECTION 3. The sum of Sixty-Four Thousand Dollars ($64,000) is hereby transferred from CIP Project Number PF- 01002 Civic Center Infrastructure Improvements to CIP Project Number PE-12017 City Hall First Floor Renovations. SECTION 4.The sum of One Hundred Eighty-Nine Thousand Dollars ($189,000) is hereby appropriated to CIP Project Number PE-12017 City Hall First Floor Renovations. SECTION 5. As specified in Section 2.28.080(a) of the Palo Alto Municipal Code, a two-thirds vote of the City Council is required to adopt this ordinance. SECTION 6. As provided in Section 2.04.330 of the Palo Alto Municipal Code, this ordinance shall become effective upon adoption. SECTION 7.This project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to the CEQA guidelines (Section 15301) for renovation of existing facilities. INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST:APPROVED: City Clerk Mayor APPROVED AS TO FORM: City Manager Senior Assistant City Attorney Director of Public Works Director of Administrative Services Professional Services Rev. June 2, 2010 1 CITY OF PALO ALTO CONTRACT NO. C12144101 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND WMB ARCHITECTS, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 5th day of March, 2012, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and WMB ARCHITECTS, INC., a California corporation, located at 246 E. Main Street, Stockton, CA 95202 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to implement the City Hall First Floor Renovation Project (“Project”) and desires to engage a consultant to provide professional architectural design services for architectural upgrades in connection with the Project (“Services”). 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 the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, contained in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit “A” 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. TERM. The term of this Agreement shall be from the date of its full execution through completion of the services in accordance with the Schedule of Performance attached as Exhibit “B” 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 of this Agreement and in accordance with the schedule set forth in Exhibit “B”, 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. Professional Services Rev. June 2, 2010 2 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. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A”, including both payment for professional services and reimbursable expenses, shall not exceed One Hundred Sixty-Two Thousand Four Hundred Seventy Dollars ($162,470). In the event Additional Services are authorized, the total compensation for services and reimbursable expenses shall not exceed One Hundred Seventy-Eight Thousand Seven Hundred Seventeen Dollars ($178,717). The applicable rates and schedule of payment are set out in Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is 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”. 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 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 reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in 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 performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT 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. Professional Services Rev. June 2, 2010 3 SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall survive termination of the Agreement. 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 (10%) of the CITY’s stated construction budget, CONSULTANT shall make recommendations to the 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 the 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 CONSULTANT’s obligations hereunder without the prior written consent 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. Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: 1) Guttmann and Blaevoet (Mechanical/Electrical Engineers/Audio-Visual) 2) Ingraham DeJesse (Structural Engineers) 3) Square Peg Design (Wayfinding Consultant) CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Tom Bowe as the project director to have supervisory responsibility for the performance, progress, and execution of the Services and 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 subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do Professional Services Rev. June 2, 2010 4 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. The City’s project manager is Joe Teresi, Public Works Department, Engineering Services Division, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone:(650) 329-2129. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. The 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. 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. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all 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 attorneys fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the 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 acceptance of CONSULTANT’s services and duties by CITY shall 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 Professional Services Rev. June 2, 2010 5 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. 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 Best’s Key Rating Guide 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 approval of CITY’s Risk Manager and will contain an endorsement stating that 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, CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager 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 given Professional Services Rev. June 2, 2010 6 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 portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such 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 is a “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 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 Professional Services Rev. June 2, 2010 7 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 City’s Environmentally Preferred Purchasing policies which are available at the City’s 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 the City’s Zero Waste 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:  All printed materials provided by Consultant 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 the City’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks.  Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the City’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Office.  Reusable/returnable pallets shall be taken back by the Consultant, at no additional cost to the 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. NON-APPROPRIATION 24.1. 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 25. MISCELLANEOUS PROVISIONS. 25.1. This Agreement will be governed by the laws of the State of California. 25.2. 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 Professional Services Rev. June 2, 2010 8 California. 25.3. 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 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 attorneys’ fees paid to third parties. 25.4. 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. 25.5. 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. 25.6. 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. 25.7. 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. 25.8 If, pursuant to this contract with CONSULTANT, City shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable 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 direct marketing purposes without City’s express written consent. // // // // // 25.9 All unchecked boxes do not apply to this agreement. Professional Services Rev. June 2, 2010 10 EXHIBIT “A” SCOPE OF SERVICES Square Peg Design City of Palo Alto City Hall | Revised January 27, 2012 pg 2 SCOPE OF WORK | WORK PLAN PROPOSALPARAGRAPH 5.4 SCOPE OF WORK The Square Peg Proven Project Approach and Design Process Square Peg employs a proven project process and design approach based on a well defined schedule of evaluation, progress and milestone review meetings with the Client and the Design team The checks and balances built in the this highly collaborative process ensures that the • Vision and goals are clearly understood at the onset of the project • Pertinent information is collected and analyzed • Design work is concepted and refined based on multiple reviews by the Client and Design Team • Documentation is subjected to multiple reviews • One or more of the key sign types are prototyped prior to final production for Client and Design Team approval. • Construction administration and installation oversight services ensure continuity and control throughout the entire process. Square Peg will thoroughly review the existing signing, study circulation etc in preparation to develop a new wayfinding and signing program. The new program will address the following: 1. Integrate the signage and an electronic information kiosk from Task 1 into a programmatic and unified City Hall signage program that will readily direct members of the public to service locations throughout the various departments on all levels of City Hall (including the Police Wing); including paths of travel from the exterior of the building. 2. Improve signage on the building exterior to direct members of the public to the Police Department offices on Forest Avenue. Coordinate the new signage with the signage on the Downtown Library across the street. 3. Provide an easy means of identifying parking locations in the underground City Hall Garage which will readily assist customers in relocating their vehicle. 4. Incorporate signage to direct customers from the parking garage to the location of an information kiosk on the First Floor. 5. Provide signage and terminology that assists the customer to readily locate the service provider within City Hall that can address their needs. Integrate service descriptions with department names into unified naming conventions. 6. Coordinate the design of informational signage in the elevator lobbies with ongoing efforts by the City Manager’s Office to integrate photographs evocative of the services provided on each floor of the building with the accompanying signage. Based on the scope outline from the RFP and past experience with similar projects we anticipate the scope of signs to include, but is not limited to: Square Peg Design City of Palo Alto City Hall | Revised January 27, 2012 pg 3 SCOPE OF WORK | WORK PLAN PROPOSALPARAGRAPH 5.4 Based on the scope outline from the RFP and information gained at the interview with the City, we anticipate the scope of signs may include, but is not limited to: SITE SIGNING ·Project/Building Identity Signing ·Parking Garage Entrance ID Sign ·Directional Signing ·Accessibility Signing ·Signing at Entry Doors ·Entrance ID Signing ·Pedestrian Directional & Information Signing ·Building Entry Identification Graphics at Entry Doors (Address, HC Accessibility, No Smoking, etc.) ·Emergency Assembly Area Signing ·Building Address PARKING · Parking Entry ID · Clearance Bar · Vehicular Directional Signing · Pedestrian Directional Signing · Column and Core Graphics · Misc Room ID Signing INTERIOR SIGNING ·Orientation Directory/Information Display or Kiosk (Static / Dynamic) - Main Lobby - Secondary Entry Lobbies - Elevator Lobbies at Upper Levels ·Floor Level ID in Elevator Lobbies ·Floor Level Directories and/or Orientation Maps ·Directional Signing ·Changeable Displays for Daily Events, Information, etc ( Digital System and/or Static) ·Service Window Signing ( Digital System and/or Static) ·Informational Signing in Elevator Cabs ( Digital System and/or Static) NOTE: The design process for signing will be closely coordinated with WMB Architects and GB Engineers to insure a well integrated design solution. Square Peg will explore and incorporate technology as potential solutions at multiple locations throughout the project. A combination of design, cost and evaluation of benefits will be provided to the client with regard to proposed technology solutions as a means to inform the design decisions and approvals. Square Peg Design City of Palo Alto City Hall | Revised January 27, 2012 pg 4 SCOPE OF WORK | WORK PLAN PROPOSALPARAGRAPH 5.4 SCOPE EXCLUSIONS Items that are specifically excluded from the scope of work include: ·Signing for Non Public Areas such as office areas and back of house: Room Identification Signing Department/Area Identification Office ID Workstation ID Conference Room ID Misc Room ID Back of House Room ID Evacuation Maps at Elevators, Stairs and Exits ·Preparation of building floor plans for use in sign location plans. It is assumed that the client will provide SPD with building plans for use in preparation of sign location plans and documents. ·Logo design ·Print & Amenity design ·Sculptures / Feature pieces ·Content Design of Digital Media for Digital Displays. Note: SPD can provide content solutions as additional service if requested, or recommend other means of creating and/or obtaining content. Should any of these items be required, Square Peg Design can provide them as an additional service Square Peg Design City of Palo Alto City Hall | Revised January 27, 2012 pg 5 SCOPE OF WORK | WORK PLAN PROPOSALPARAGRAPH 5.4 PHASE 1 WAYFINDING STRATEGY AND SCHEMATIC DESIGN During this phase of work, SPD will meet with the Client and consultants to review the project goals, existing design concepts, program criteria, and design influences. This phase shall include, but not limited to, the following tasks and design work: 1. Meet with Client and consultants to review the project goals, existing design concepts, program criteria, design influences etc. 2. Conduct wayfinding survey to determine overall signage strategy. Systematically study pedestrian and vehicular traffic flow as it relates to ingress, egress and circulation within the development. 3. Conduct appropriate research on potential design influences, available technologies, materials and finishes. 4. Collect all relevant data available for the Project to include: -Architectural plans and drawings -Existing design themes and details -Details of architectural elements 5. Prepare preliminary programming for sign locations and message schedules. 6. Confirm required sign types and environmental graphic elements. 7. Review of municipality and authorities regulations. 8. Produce three (3) design concepts for physical form and scale of signage including proposed materials, finishes, colors. 9. Coordinate design concepts with the architecture and lighting. 10. Based on design concepts and proposed sign quantities, prepare implementation budgets for review and discussion with client. 11. Present Schematic Design Concepts, budgets and phasing options for comment and approval. MEETINGS 1. Kickoff Meeting 2. Interim Meetings with City Staff and Design Team as needed for coordination 3. Schematic Design presentation PHASE DELIVERABLES 1. Schematic drawing package showing three (3) signage concepts 2. Preliminary power, data and structural requirements. 3. Preliminary sign location plans and phasing options 4. Preliminary implementation budgets. Client review, comment, selection of one Schematic design direction and final approval of all phase deliverables to proceed into Phase 2. Square Peg Design City of Palo Alto City Hall | Revised January 27, 2012 pg 6 SCOPE OF WORK | WORK PLAN PROPOSALPARAGRAPH 5.4 PHASE 2 DESIGN DEVELOPMENT Based on the approved Schematic Design direction from Phase 1, Square Peg will develop and apply the approved design direction to all remaining sign types. The following is expected during this phase of work: 1. Develop the approved Schematic Design per comments from Phase 1 and apply to all remaining sign types. 2. Coordinate all sign sizes, locations, power and structural requirements with the Design Team and project Consultants. 3. Refine and finalize signing typography, icons, materials and finishes 4. Prepare sign message schedules listing all proposed sign types and message copy. 5. Prepare Design Development presentation 6. Present developed materials for approval MEETINGS 1. Interim design coordination with the city and design consultants as needed 2. Present Final Design PHASE DELIVERABLES 1. Design Development drawings for all sign types. 2. Sign location plans and message schedule(s) for all required sign types. 3. Power, data and structural requirements per sign type 4. Sign implementation budget. 5. Material samples as necessary for review. PHASE ACTION REQUIRED BY CLIENT Client review, comment and final approval of all phase deliverables to proceed into Phase 3. Square Peg Design City of Palo Alto City Hall | Revised January 27, 2012 pg 7 SCOPE OF WORK | WORK PLAN PROPOSALPARAGRAPH 5.4 PHASE 3 DOCUMENTATION The purpose of Phase 3 is to provide design intent documentation and technical detailing sufficient in detail to facilitate tendering and fabrication by a qualified sign fabricator. The Documentation Phase shall include, but not limited to, the following: 1. Prepare design intent documentation drawings sufficient in detail to facilitate bidding and fabrication by a qualified sign fabricator. 2. Coordinate all sign sizes, locations, power and structural requirements with the design team. 3. Document design details for all sign types. 4. Specify and document signing colors, illumination and materials. 5. Write performance specifications for all signing colors, illumination, materials and installation as required. 6. Finalize typography. 7. Finalize sign location plans and message schedules. 8. Produce final set of documentation drawings for signing and graphic elements. MEETINGS 1. Coordination with the city and design consultants as required PHASE DELIVERABLE At the completion of the Documentation Phase, we will deliver Final Documents to the Client. Documents shall include, but not limited to, the following deliverables and presentation materials: 1. Design Intent documentation sufficient in detail to facilitate tendering and fabrication by a qualified sign fabricator. 2. Specifications 3. Final sign location plans and message schedule(s) for all required sign types. Documents will be issued as follows: 1. Design documentation drawings for signing elements in Illustrator CS4 on Mac OS X platform: CD and three (3) hard copies, Tabloid format 2. Location Plans - CAD 2010, CD and three (3) hard copies 3. Message Schedule - Filemaker: CD and three (3) hard copies UPDATEDCOSTPROPOSAL Evaluation, Analysis, RecommendationandDesign for ArchitecturalUpgrades atCityof PaloAltoCityHall February9, 2012 ARCHITECTURAL/ENGINEERING Task 1 Investigation 8,200$ Task 2 Needs Assessment 13,390$ Task 3 Concept Design Development 19,470$ Task 4 Construction Documents 39,960$ Task 5 Plan Review | Permitting 4,810$ Task 6 Bidding 3,640$ SUBTOTAL 89,470$ WAYFINDING &SIGNING Schematic Design 24,000$ Design Development 20,000$ Documentation 24,000$ SUBTOTAL 68,000$ ReimbursableExpenseAllowance*5,000$ TOTAL COST PROPOSAL 162,470$ Construction phase services will be added to the consultant's contract at the City's discretion via a contract amendment. *Reimbursable expenses include printing, presentation boards, etc. COSTPROPOSAL SUMMARY Page 1 COSTPROPOSAL RFP#144101 Evaluation, Analysis, RecommendationandDesign for ArchitecturalUpgradesatCityof PaloAltoCityHall Scope Labor Categories EstHours Hourly Rate Extended Rate PrincipalArchitect 7 $ 160 1,120$ ProjectManager 4 $ 135 540$ Design Staff 14 $ 90 1,260$ Mechanical/Electrical 18 $ 220 3,960$ AV 6 $ 220 1,320$ Travel& LivingExpenses 0 TOTALNOT TOEXCEED, TASK 1 8,200$ PrincipalArchitect 18 $ 160 2,880$ ProjectManager 10 $ 135 1,350$ Design Staff 4 $ 90 360$ Mechanical/Electrical 22 $ 220 4,840$ Audio/Visual 18 $ 220 3,960$ -$ Travel& LivingExpenses 0 TOTALNOT TOEXCEED, TASK 2 13,390$ PrincipalArchitect 30 $ 160 4,800$ ProjectManager 30 $ 135 4,050$ Design Staff 30 $ 90 2,700$ Mechanical/Electrical 18 $ 220 3,960$ Audio/Visual 18 $ 220 3,960$ -$ Travel& LivingExpenses 0 TOTALNOT TOEXCEED, TASK 3 19,470$ PrincipalArchitect 30 $ 160 4,800$ ProjectManager 60 $ 135 8,100$ Design Staff 110 $ 90 9,900$ Mechanical/Electrical/AV 78 $ 220 17,160$ Travel& LivingExpenses 0 TOTALNOT TOEXCEED, TASK 4 39,960$ ARCHITECTURAL /ENGINEERING TASK1 -INVESTIGATION Tasks 1.1-1.4 TASK2 -NEEDSASSESSMENT Tasks 2.1 -2.8 TASK3 -CONCEPT DESIGN DEVELOPMENT Tasks 3.1 -3.6 TASK4 -CONSTRUCTION DOCUMENTS Page 2 COSTPROPOSAL RFP#144101 Evaluation, Analysis, RecommendationandDesign for ArchitecturalUpgradesatCityof PaloAltoCityHall Scope Labor Categories EstHours Hourly Rate Extended Rate PrincipalArchitect 8 $ 160 1,280$ ProjectManager 10 $ 135 1,350$ Design Staff 12 $ 90 1,080$ Mechanical/Electrical/AV 5 $ 220 1,100$ Travel& LivingExpenses 0 TOTALNOT TOEXCEED, TASK 5 4,810$ PrincipalArchitect 8 $ 160 1,280$ ProjectManager 8 $ 135 1,080$ Design Staff 2 $ 90 180$ Mechanical/Electrical/Plumbing/AV 5 $ 220 1,100$ -$ Travel& LivingExpenses 0 TOTALNOT TOEXCEED, TASK 6 3,640$ TOTALNOTTOEXCEEDTASKS 1-6 89,470$ TASK6 -BIDDING TASK5 -PLAN REVIEW | PERMITTING Page 3 Professional Services Rev. June 2, 2010 20 EXHIBIT “B” 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 Investigation Arch/MEP 1 week 2. Task 1a Investigation Wayfinding 2 weeks 3. Task 2 – Programming Arch MEP 3 weeks 4. Task 2a- Programming Wayfinding 4 weeks 5. Client Review of program 5 weeks 6. Task 3 Concept Design Arch/MEP 9 weeks 7. Task 3a Concept Design Wayfinding 9 weeks 8. Client Review of Concept Design 10 weeks 9. Task 4 Construction Documents Arch/MEP 16 weeks 10. Task 4a Construction Documents Wayfinding 16 weeks 11. Client Review 17 - 18 weeks 12. Task 5 Permitting 19 weeks 13. Task 6 Bidding 20 – 24 weeks Professional Services Rev. June 2, 2010 21 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 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. 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 $162,470. 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 $178,717. 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 $162,470 and the total compensation for Additional Services does not exceed $16,247. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1 $8,200 (Investigation) Task 2 $13,390 (Needs Assessment) Task 3 $19,470 (Concept Design Development) Task 4 $39,960 (Construction Documents) Task 5 $4,810 (Plan Review/Permitting) Task 6 $3,640 (Bidding) Task 7 $24,000 (Wayfinding Schematic Design) Task 8 $20,000 Professional Services Rev. June 2, 2010 22 (Wayfinding Design Development) Task 9 $24,000 (Wayfinding Documentation) Sub-total Basic Services $157,470 Reimbursable Expenses $5,000 Total Basic Services and Reimbursable expenses $162,470 Additional Services (Not to Exceed) $ 16,247 Maximum Total Compensation $178,717 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: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of 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. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $500 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall 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. Professional Services Rev June 2, 2010 23 EXHIBIT “C-1” HOURLY RATE SCHEDULE Professional Services Rev June 2, 2010 24 EXHIBIT “D” 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 COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY 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 SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND 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 DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” 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 THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL Professional Services Rev June 2, 2010 25 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 ISSUING COMPANY 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 ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303