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HomeMy WebLinkAbout2002-03-04 City Council (7)TO: FROM: City of Palo Alto City Manager’s Report HONORABLE CITY COUNCIL CITY MANAGER DEPARTMENT: PUBLIC WORKS 6 DATE:MARCH 4, 2002 CMR:160:02 SUBJECT:APPROVAL OF CONTRACT WITH MARK CAVAGNERO ASSOCIATES IN THE AMOUNT OF $153,000 FOR CONCEPTUAL ARCHITECTURAL DESIGN SERVICES FOR THE ART CENTER EXPANSION AND SITE, CAPITAL IMPROVEMENT PROGRAM PROJECT 10204 RECOMMENDATION Staff recommends that Council: Approve and authorize the Mayor to execute the attached contract with Mark Cavagnero Associates (MCA) in the amount of $153,000 for conceptual architectural design services for the Art Center Expansion and Site. 21 ’ " ’ Auth6rfz~:theCity Mdnag~r-ot:his designee to exercise the option to. negotiate,and execute one or more change orders to the contract with MCA for related, additional, but unforeseen work which may develop during the project, the total value of which will not .exceed $7,000. BACKGROUND In May 2000, the. City’s Library Advisory Commission (LAC) produced the New Library Plan (NLP). This document lists the LAC’s recommendations for upgrading the City’s library system. Specifically, the LAC recommends creating two resource libraries at the City’s Main and Mitchell Park Libraries, renovating and expanding the Children’s Library, and renovating the three neighborhood libraries (Terman Park, Downtown and College Terrace). The Council has approved coordinating the Main Library expansion project with the Art Center Foundation’s proposed expansion of the Art Center as the two facilities share the same Site. Consequently, the Art Center Foundation retained MCA to prepare a feasibility study of the Main Library/Art Center site. The results of that study were presented to Council on February 19, 2002. Council approved two site schemes for ~development into conceptual designs. CMR:160:02 Page 1 of 4 DISCUSSION City staff conducted an extensive solicitation for an architect to prepare the conceptual designs of the Main Library, the Art Center, and the site. First, the scope ofservices was reviewed by the Council’s Policy and Services Committee. Then, a Request for Qualifications was issued and eleven firms responded with a Statement of Qualifications (SOQ). The Selection Committee, consisting of 17 members representing the Art Center Foundation, the Library Advisory Commission, Friends of the. Library, community. gardeners and staff, reviewed the-SOQ’s and selected three firms to receive a Request:for Proposal and to be interviewed. At the conclusion of the interviews and reference checks, the Selection Committee was split between two architects. MCA, who had prepared the feasibility-study; was felt to be the best candidate for the Art Center expansion project and the site design, and a partnership of two firms ELS and Meyer, Scherer and Rockcastle (MS&R), was felt to be the best choice for the Main Library expansion project. Consequently, the Selection Committee unanimously agreed to retain both architects. The work to be performed under this contract is for the conceptual deSigns of the Art Center expansion project and the site design for the Newell/Embarcadero site project. The architect will develop the site feasibility schemes approved by Council. Additionally, the architect will be required to analyze different combinations of additions and renovations to the Art Center that do not, exceed the anticipated $10,000,000 total project budget. Accordingly, the architect will also be required to provide construction costestinaates f0r~each ~o~binati~nofadditi0ns and renovations: The ~architect. will’ also be required to conceptually design the site, including: parking; vehicular, bicyclist and pedestrian entrances, exits, drop-offs and circulation; landscaping, including community gardens configuration; :and a connection to Rinconada Park. Concurrent with the conceptual design effort, staff and other City consultants will be preparing the Environmental Impact Report (EIR) for the project. Both the conceptual designs and the EIR are expected to be completed in June 2002. MCA’s proposed fee of $153,000 is within the currently available budget for the project. The fee is:.~ lump sum amount, including reimbursables, and is consistent with consultant fe~stypically charged for conceptual design services. It is staff’s intent to amend the contract with MCA upon. successful completion of the conceptual design services to include the remaining design services for the project (schematic design, design development, construction documents and construction support services) if and when funding for the project is in place. CMR:160:02 Page 2 of 4 RESOURCE IMPACT Funds for the conceptual designs of this project are available in Capital Improvement Project 10204, Library Master Plan, upon Council’s passage of the Mid-year Budget Adjustment, scheduled for March 11, 2002. Due to the need to start the conceptual designs as -soon as possible in order to meet the schedule for completion of conceptual designs by June 2002, staff recommends Council conditionally approve the contract now subject to passage of the Mid-year Budget Adjustment. Additional funds need to be budgeted to complete design services and for construction. It is anticipated that Council will decide in June 2002 whether the Art Center Expansion project will be included in the November 2002 proposed bond measure and, if so, for what dollar amount. The Art Center Foundation has informed the City that it intends to raise $5,000,000 through private fundraising for the project. Current staffing levels are inadequate to proceed with this project beyond the conceptual design. Consequently, staff will propose a staffing plan to provide project management services through the design and construction phases of all the NLP projects and the Art Center expansion project and present it to Council at a later date. POLICY IMPLICATIONS This recommendation does not represent any change to existing City policies. ENVIRONMENTAL REVIEW The demolition of the Main Library, considered potentially eligible for the California Register of Historical Resources, is a significant environmental impact. If Council ultimately decides to demolish the Main Library in order to construct a n~w one, as one of the schemes for development into conceptual designs includes, an EIR needs to be completed first. The Art Center expansion project, since it shares a site and environmental impacts with the Main Library, will be included in the EIR. Staff and City consultants are preparing the EIR now and expect it to be completed in June 2002. ATTACHMENTS Attachment A: Contract PREPARED BY: DEPARTMENT HEAD: ~’BOB MORRIS ~__/ Senior~/~~oject~~_.~ger GLENN S. ROBERTS Director of Public Works CMR: 160:02 Page 3 of 4 CITY MANAGER APPROVAL: gON Assistant City Manager CMR: 160:02 Page 4 of 4 ATTACHMENT A CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND MARK CAVAGNERO ASSOCIATES !FOR CONSULTING SERVICES This Contract No. is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipal corporation of the State of California ("CITY"), and MARK CAVAGNERO ASSOCIATES,(Taxpayer Identification Number 94-3192288) a Sole Propreitor, located at 1045 Sansome Street, Suite 200, .San Francisco CA 94111~("CONSULTANT"). RECITALS: WHEREAS, CITY desires certain professional consulting services relating to the Art Center and Site Conceptual design services (~Services") and the preparation and delivery of, without limitation, one or more sets of documents, drawings, maps, plans, .designs, data, calculations, Surveys, specifications, schedules or other writings (~Deliverables") (Services and Deliverables are, collectively, the "Project"), as more fully described in Exhibit ~A"; and WHEREAS, CITY desires.to engage CONSULTANT, including its employees, if any, in providing the Services by reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Project on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION I. TERM i.i This Contract will commence on the date of its execution by CITY, and will terminate upon the completion of the Project, unless this Contract is earlier terminated by CITY. Upon. the receipt of CITY’s notice to proceed, CONSULTANT will commence work on the initial and subsequent Project tasks in accordance with Exhibit ~A". In the event that the Project is not completed within the time required through any fault of CONSULTANT, CITY’s city manager will have the option of extending the time schedule for any period of time. This provision will not preclude the recovery of damages for delay caused by CONSULTANT. 020222 lh 0052944 1 SECTION~2.SCOPE OF PROJECT; CHANGES & CORRECTIONS 2.1 The scope of services and Deliverables constituting the Project will be performed, delivered or executed by CONSULTANT under the phases of the Basic Services as described below. 2.2 CITY may order substantial changes in the scope or character of the Basic Services, the Deliverables, or the Project, either decreasing or increasing the amount of work required of CONSULTANT. In the event that such changes are ordered, subject to the approval, of CITY’s City Council, as may be required, CONSULTANT will be entitled to full compensation for all work performed prior to CONSULTANT’s receipt of the notice of change and further will be entitled to an extension of the time schedule. Any increase in compensation for substantial changes will be determined in accordance with the provisions of this Contract. CITY will not be liable for the cost or payment of any change in work, unless the amount of additional compensation attributable to the change in work is-agreed to, in writing, by CITY before CONSULTANT commences the performance of any such change in work. 2.3 Where the Project entails the drafting and submission of Deliverables, for example, construction plans., drawings, and specifications, any and all negligent errors, or omissions, in the Deliverables, which are discovered by CITY before invitations to bid on a construction project (for which the Deliverables are required) are distributed by CITY, and CONSULTANT is found to be legally responsible will be corrected by CONSULTANT at no cost to CITY, provided CITY gives notice to CONSULTANT. 2.4 Any and all negligent errors, omissions, in the Deliverables, which are discovered by CITY after the construction contract is awarded by CITY, will be performed by CONSULTANT, as follows: (a) at no. cost to CITY insofar as those Services, including the Basic Services or the Additional Services, as described below, or both, will result in minor or nonbeneficial changes in the construction work required of the construction contractor; or (b) at CITY’s cost insofar as those Services, including the Basic Services or the Additional Services, .or both, will add a .direct and substantial benefit to the construction work required of the construction contractor. The project manager in the reasonable .exercise. of his or her discretion will determine whether the Basic Services or the Additional Services, or both, will contribute minor or substantial benefit to the construction work. 020222 lh 0052944 SECTION 3. CONSULTANT QUALIFICATIONS, STATUS, AND DUTIES OF 3.i CONSULTANT represents and warrants that it has the expertise and professional qualifications to furnish or cause to be furnished the Services and Deliverables. CONSULTANT further represents and warrants that the project director and every individual, including any consultant (or contractors), charged with the performance of the Services are~duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services, and that the Services will be executed by them or under their supervision. CONSULTANT will furnish to CITY for approval, prior to execution of this Contract., a list of all individuals and the names of their employers or principals to be employed as consultants. 3.2 In reliance on the representations and warranties set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it will execute or cause to be executed, the Project. 3.3 CONSULTANT will assign Mark Cavagnero as the project director to have supervisory responsibility for the. performance, progress., and execution of the Project. Roslyn Cole will be assigned as the pro~ect coordinator .who will represent CONSULTANT during the day-to-day work on the Project. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director or project coordinator for any reason, the appointment of a substitute project director or substitute project coordinator will be subject to the prior written approval of the project manager. 3.4 .CONSULTANT represents and warrants that it will: 3.4.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the Project; 3.4.2 Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract and any materials used in CONSULTANT’s performance of the Serv±ces; .. 3.4.3 At all times observe and comply with, and cause. its employees and consultants, if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 3 4.4 Will report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the 3 020222 Ih 0052944 laws, ordinances, regulations, orders, and decrees mentioned above in relation to the Deliverables. 3.5 Any Deliverables given to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract will become the property of CITY and will not be made available to any individual or.organization by CONSULTANT or its consultants, if any, without the prior written approval of the city manager. 3.6 CONSULTANT will provide CITY with three (3) copies of any documents which are a part of the Deliverables upon their completion and acceptance by CITY. 3.7 If CITY requests additional copies of any documents which are a part of the Deliverables, CONSULTANT will provide such additional copies and CITY will compensate CONSULTANT for its duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging all persons necessary to execute the Project. All consultants of CONSULTANT will be deemed to be directly controlled and supervised by CONSULTANT, which will be responsible for their performance. If any employee or consultant of CONSULTANT fails or refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner,~the~ employee or consultant will be discharged immediately from further performance under this Contract on demand of the project manager. 3.9 In the execution of the Project, CONSULTANT and its consultants, if any, will at all times be considered independent contractors and not agents or employees of CITY. 3.10 CONSULTANTwill perform or obtain or cause to be performed or obtained any and all of the following Additional Services, not included under the Basic Services, if so authorized, in writing, by CITY: 3.10.1 Providing services as an expert witness in connection with any public hearing or meeting, arbitration proceeding,or proceeding, of a court of record; 3.10.2 Incurring travel and subsistence expenses for CONSULTANT and its staff beyond those normally, required.under the Basic Services; 3.10.3 Performing any other Additional Servicesthat may be agreed upon by the parties subsequent to the execution of this Contract; and 3.10.4 Other Additional Services now or hereafter described in Exhibit "A" to this Contract. 020222 lh 0052944 4 3.11 CONSULTANT will be responsible for employing all consultants deemed necessary to assist CONSULTANT in the performance of the Services. The appointment of consultants must be approved, in advance, by CITY, in writing, and must remain acceptable to CITY.during the term of this Contract. SECTION 4. DUTIES OF CITY 4.1 CITY will furnish or cause to be furnished the services listed in Exhibit "A" and such information regarding its requirements applicable to the Project -as may be r~asonably requested by CONSULTANT. 4.2 CITY will review and approve, as necessary, in a timely manner the Deliverables and each phase of work performed by CONSULTANT. CITY’s estimated time of review and approval will be furnished to CONSULTANT at the time of submission of each phase of work. CONSULTANT acknowledges and understands that the interrelated exchange of information among CITY’s various departments makes it extremely difficult for CITY to firmly establish the time of each review and approval task. CITY’s failure to review and approve within the estimated time schedule will not constitute a default under this Contract and CONSULTANT will not be held responsible for delays caused by CITY~ 4.3 The city manager w~ll represent CITY for all purposes under this Contract. Bob Morris is designated as the project manager for the city manager. The project manager will supervise the performance, progress, and execution of the Project, and will be assisted by Debra Jacobs, the project engineer. 4.4 If CITY observes or otherwise becomes aware of any default in the performance of CONSULTANT, CITY will use reasonable efforts to give written notice thereof to CONSULTANT in a timely manner. SECTION 5.COMPENSATION 5.1 CITY will compensate CONSULTANT for the following services and work: 5.1.1 In consideration of the full performance of the Basic Services, including any authorized reimbursable expenses,. CITY will pay CONSULTANT a fee not to exceed One Hundred Fifty Three Thousand Dollars ($153,000). The amount of compensation will be calculated in accordance with.the rate schedule set forth in Exhibit "B". The fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse payment of 020222 lh 0052944 such fees, if such prior approval is not obtained by CONSULTANT. 5.1.2 In consideration of the full performance of Additional Services, the amount of compensation will not exceed ¯ Seven Thousand dollars ($7,000). An employee’s time will be computed by the hourly rate schedule in Exhibit ~B". The rate schedules may be updated by CONSULTANT only once each calendar year, and the rate schedules will not become effective for purposes of this Contract, unless and until CONSULTANT gives CITY .thirty (30) days’ prior written notice of the effective date of any revised rate schedule. 5.1.3 The full payment of charges for extra~work or changes, or both, in the execution of the Project will be made, provided such request for payment is initiated by CONSULTANT and authorized, in writing, by the project manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such work or changes, or both. Prior to commencing such extra work or changes, or both, the parties will agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. 5.1.4 Direct personnel expense of employees assigned to the execution of the Project by CONSULTANT will include only the work of architects, engineers, designers, job captains, surveyors, draftspersons, specification writers and typists, in consultation, -research and design, work in producing drawings, specifications and other documents pertaining to the Project, and in services rendered during construction at the site, to the extent such services are expressly contemplated under this Contract. Included in the cost of direct personnel expense of these employees are salaries and mandatory and customary benefits such as statutory employee benefits, insurance, sick ieave, holidays and vacations, pensions and similar benefits. 5.2 The schedule of payments will be made as follows: 5.2.1 Payment ofthe Basic Services will be made in monthly progress payments in proportion to the quantum of services performed, or in accordance with any other schedule of payment mutually agreed upon by the parties, as set forth in Exhibit "B", or within thirty (30) days of submission, in triplicate, of such requests if a schedule of payment is not specified. Final payment will be made by CITY after CONSULTANT has submitted all Deliverables, including, without limitation, reports which have been approved by the project manager. 020222 lh 0052944 6 5.2.2 Payment of the Additional Services will be made in monthly progress payments for services rendered, within thirty(30)~ days of submission, in triplicate, of such requests. 5.2.3 No deductions will be made from CONSULTANT’S compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to general contractors. SECTION 6. ACCOUNTING, AUDITS, OWNERSHIP OF RECORDS 6.1 Records of the direct personnel expenses and expenses incurred in connection with the performance of Basic Services and Additional Services pertaining to the Projec~ will be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and will be made available to CITY for auditing purposes at mutually convenient times during the term of this Contract and for three (3) years following the expiration or earlier termination of this Contract. 6.2 The originals of the Deliverables prepared by or under the direction of CONSULTANT in the performance of this Contract will become the property of CITY irrespective of whether the Project is completed upon CITY’s payment of the amounts required to be paid to CONSULTANT. These originals will be delivered to CITY without additional compensation. CITY will~ have the right to utilize any final and incomplete drawings, estimates, specifications, and any other documents prepared hereunder by CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or modifications of such documents. City agrees to hold harmless and indemnify CONSULTANT from and against any claims, losses or other actions that result from CITY’s alterations or modifications of such documents. SECTION 7. INDEMNITY 7.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Council me.mbers, officers, employees and agents, from any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, to the extent caused by CONSULTANT’s, its officers’, agents’, consultants’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose liability on CONSULTANT in the negligent performance of or failure to perform-its obligations under this Contract. SECTION 8 ’ WAIVERS 8.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract or of the provisions of any ordinance or law will not be 020222 lh 0052944 7 deemed to be a waiver of any such covenant, term, condition, provision, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant, term, condition, provision, ordinance.or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder will not be deemed to be a waiver of any preceding breach or violation by the other party of any covenant, term, condition or provision of this Contract or of any applicable law or ordinance. 8.2 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 Contract. SECTION 9. INSURANCE 9.1 CONSULTANT, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONSULTANT and its consultants, if any, but also, with the exception of workers’ compensation, employer’s liability and professional liability insurance, naming CITY as an additional insured concerning CONSULTANT’s performance under this Contract. 9.2 All. insurance coverage required hereunder will be provided ~through carriers with Best’s~Key RatinqGuide ratings of A:VII or higher which are admitted to transact insurance business in the State of California. Any and all consultants of CONSULTANT retained to perform Services under this Contract will obtain and maintain,, in full force and effect during the term of this Contract, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 9.3 Certificates of such insurance, preferably on the forms provided by CITY, will be filed with CITY concurrently with the execution of this Contract. 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 altered by the insurer except after filing with the CITY’s city clerk thirty (30) days’ prior written notice of such cancellation , (I0) days’ prior written notice for non-payment of premium and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, employer’s liability, and professional liability insurance. Current certificates of such insurance will be kept on-file at all times during the term of this Contract with the city clerk. 9.4 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 Contract. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any 020222 Ih 0052944 damage, injury, or loss caused by or directly arising as a result of the Services performed under this Contract~ including such damage, injury, or loss arising after the Contract is terminated or the term has expired~ SECTION i0. WORKERS’ COMPENSATION i0.I CONSULTANT, ~by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifiesthat it will comply with such provisions, as applicable,~ before commencing the performance of the Project. PROJECT SECTION ii.TERMINATION OR SUSPENSION OF CONTRACT OR Ii.I The city manager may suspend the execution of the Project, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days’ prior written notice thereof to CONSULTANT, or immediately after submissi~on to CITY by CONSULTANT of any completed item of Basic Services. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance~under this Contract. ’ .... ~."’ . 11.2 CONSULTANT may terminate this Contract or suspend its execution, of the Project by giving thirty (30) days’ prior written notice thereof to CITY, but only in :the event"of a substantial failure of performance b~ CITY or in the event .CITY indefinitely withholds or withdraws its request for the initiation or continuation of Basic Services or the execution of the Project. 11.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for the Basic Services and Additional Services performed and Deliverables received and approved prior to receipt of written notice .from CITY of such suspension or abandonment, together with.authorized additional and reimbursable expenses then due. If the Project is resumed after it has been suspended for more than 180 days, any change in CONSULTANT’s compensation will be subject to renegotiation and, if necessary, approval of CITY’s City Council. If this Contract 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 in the reasonable exercise of her discretion. 11.4 In the event of termination of this Contract or suspension of work on the Project by CITY where CONSULTANT is not in default, CONSULTANT will receive compensation as follows: 9 020222 lh 0052944 11.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized~mnder this Contract. 11.4.2 For approved items of services on which a notice to proceed is issued by CITY, but which are not fully performed, CONSULTANT will be compensated for each item of service in an amount which bears the same ratio to the total fee otherwise payable for the performance of the service as the quantum of service actually rendered bears to the services necessary for the full performance of that item of service. 11.4.3 The total compensation payable under the preceding paragraphs of this Section will not exceed the payment specified under Section 5 for the respective items of service to be furnished by CONSULTANT. 11.5 Upon such suspension or termination, CONSULTANT will deliver to the city manager immediately any and all copies of the Deliverables, whether or not completed, prepared by CONSULTANT or its .consultants, if any, or given to CONSULTANT or its consultants, if. any, in connection with this Contract. Such materials will become the property of CITY. 11.6 The failure of CITY to agree with CONSULTANT’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, will not be construed as a failure, on the part of CONSULTANT to fulfill its obligations under this Contract. SECTION 12.ASSIGNMENT 12.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior .written consent of CITY. A consent to one assignment will not be deemed to be a consent to any subsequent assignment. Any assignment made without the approval of CITY will be void and, at the option of the city manager, this Contract .may ~be terminated. This Contract will not be assignable by operation of law. // // // 020222 lh 0052944 i0 SECTION 13. NOTICES 13.1 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 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited ibove SECTION 14. CONFLICT OF INTEREST 14.1 In accepting this Contract, 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. 14.2 CONSULTANT further covenants that, in the performance of this Contract, it will not employ contractors or persons having such an interest mentioned above. CONSULTANT certifies that no one who.has or will have any .financial interest under this Contract 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. SECTION 15.NONDISCRIMINATION 15.1 As set forth in the Palo Alto Municipal Code, no discrimination will be made in the employment of~persons under this Contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference or gender of such person. If the value of this Contract is, or may be, five thousand dollars ($5,000).. or more, CONSULTANT agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including completing the requisite form furnished by CITY and set forth in Exhibit "D".. 15.2 CONSULTANT agrees that each contract for. services from independent providers will contain a provision substantially as follows: II II 020222 lh 0052944 11 "[Name of Provider] will provide CONSULTANT with a certificate stating that [Name of Provider] is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, national origin, ancestry, religion, disability, sexual preference oF gender of such person." 15.3 If CONSULTANT is found in violation ~ of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federal law or executive order in the performanceof this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer will constitute evidence of a breach of this. Contract. SECTION 16.MISCELLANEOUS PROVISIONS 16.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal Americans .with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT will comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of this Contract. 16.2 Upon the agreement of the parties~ any controversy or claim arising out of or relating to this Contract may be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrators may. be entered in any court having jurisdiction thereof. 16.3 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 16.4 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 or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 020222 lh 0052944 12 16.5 The prevailing party in any action brought to enforce the terms of this Contract or arising out of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 16.6 This document represents the entire and integrated Contract 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. 16.7 All provisions of this Contract, whether cbvenants or conditions, will be deemed to be both covenants and conditions. 16.8 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants, as the case may be, of the parties. 16.9 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. 16.10 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, fromtime to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 16.11 This Contract may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. 16.12 This Contract is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Contract will terminate withoutany 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 anytime within a fiscal year in the event that. funds are only appropriated for a portion of the fiscal year and funds for this Contract are no longer available. This Section 16.12 will take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. // // 020222 Ih 0052944 13 ’IN WITNESS WHEREOF, the parties hereto have hy their duly authorized representatives exeou~ed this con~rac~ o~ the date ~irmt above written. ATTEST:CITY OP PALO ALTO Ci~¥ Clerk APPROVED ASTO City Attorney APPROVED~ Assistan~ City Manager Di~ec~o~ of Administrative Services D--i-rector of Public-Works Insurance Review Ta~paye~ Identification N~. achment s : EXHIBIT "A" ~ EX~BZT "B" : EXHIBIT "C" : EXHIBIT "D" ~ SCOPE o~ PROJECT RATE SCHEDULE INS~NCE NONDISCRIMINATION COMPLIRNC~ FORM 14 CERTIPICATR OF ACKNOWLEDGMENT (Civil Code S 1189) Ca1±forniaSTkTE OP CouNTY OF San FranCisco On February 27_, 2002, bafoze me, the undersigned, a Notary Publio in and £or said Coonty and S~ate, personally appeared__, pe~sonallyknow~toMark Cavagnero .m~ or proved to me on the basis of satisfactory evldenoe to be the person4~4-whose name4e%- is/~subsc~ibed to the within and acknowladsed to me that he~,ha44~ exeouted the same inhls~ authorized capaolty4-1~a@~ and tha~ by s~gnature~9--on the instrument the personTs#~, or.~he entity upon behal~ of which nhe person%Ss~-a~ted, executed ~h~ instrument. W~TNESS my hand and official seal. Kathryn E,.. Morse 22 January2002 EXHIBIT A Mr. Bob Morris Department of Public Works 250 Hamilton MS6B Palo Alto, CA 94301 Dear Bob: We are pleased to submit this request to generate a contract with you to provide the Art Center and Site Conceptual design Services. The scope of work is as follows: ": Task 1.Preparation work City will provide Mark Cavagnero Associates (MCA) with the Guiding Principles of the Joint Site Stucly, the feasibility study and the Council-recommended site option. City will provide MCA with the current programs and all existing plans, specifications, structural calculations, geotechnical reports, engineering and architectural assessments, etc. for the Art center. Art Center Project Committee (ACPC) will meet with MCA to develop the process and schedule for the work and to plan the first community meeting (ACPC Meeting No.l). In order to provide complete project cost estimates, these estimates must include the costs to renovate -the existing facility. In that regard, MCA.shall provide conceptual level electrical, mechanical, telecommunications, life-safety and ADA assessments of theArt Center. The Oity of Palo Alto has recently obtained a preliminary structural assessment of the building; additional structural work will not be required for this phase. Task 2.Community outreach City will arrange two community meetings in order for MCA to receive input regarding the community’s concerns, goals and desires for the Art Center project. The first community meeting will occur at the start of the project in order for the consultant to gather input; the second will occur during the conceptual design work and will include a presentation of conceptual design schemes. Art Center Project Committee will meet with MCA to discuss the input from the first community meeting and discuss how it impacts the development of the conceptual designs (ACPC meeting No. 2). Task 3.Initial conceptual designs MCA will prepare two initial conceptual designs for the Art Center and site, utilizing and developing the feasibility study site option recommended by City Council, the programs and the community input. The designs will consist of presentation-quality site plans, elevations and perspective sketches and a study model. Art Center Project Committee will meet with MCA to preview the initial conceptual designs and to discuss and prepare for the Presentation of the initial conceptual designs to six Boards and Commissions (ACPS Meeting No.3). Page two Mr. Bob Morris January 22, 2002 Task 4. Presentation of initial conceptual designs ¯City will arrange meetings with the following groups in order for MCA to present the initial conceptual designs: ¯.Community Meeting No. 2 ¯Architectural Review Board (ARB) ¯Historical Resources Board (HRB) ¯Planning and Transportation Commission (P&TC) ¯Parks and Recreation Commission (P&RC) ¯Library Advisory Corrimission (LAC) ¯Public Art Commission (PAC) ¯Art Foundation (AF) City anticipates there will be five meetings total: one with the community; one joint meeting with ARB/HRB; one joint meeting with P&RC/PAC; one with P&TC; one with LAC. The community and the Board and Commission meetings will most likely be informal study sessions lasting approximately one hour. Task 5.Final cor~deptual design .... Art center Project Committee will meet with MCA to discuss the two initial conceptual design " presentations and to discuss the preparation of one final conceptual design (ACPC Meeting No. 4). MCA will prepare one final conceptual design for the Art Center incorporating the input, recommendations and direction received in the meetings in Task 4, and consisting of, at a minimum, presentation-quality site plan, floor plans, elevations, perspective sketches and a study model. MCA will prepare and deliver a construction cost estimate for the final conceptual design. Task 6. Presentation of final conceptual designs ¯City will arrange meetings with the following groups in order for MCA to present the final conceptual design: ¯Art Center Project Committee (ACPC Meeting No. 5) ¯¯ Architectural Review Board (ARB) ¯Historical Resources Board (HRB) ¯Planning and Transportation Commission (P&TC) ¯Parks and Recreation Commission (P&RC) ¯Pul?lic Art Commission !PAC) ¯Art Foundation (AF) ¯Art Center Project Committee and MCA will meet after the above meetings to discuss and plan for the presentation of the final conceptual design to City Council (ACPC Meeting No. 6). ¯City shall arrange a meeting with the City Council for MCA to present the final conceptual design and estimates. Page three Mr. Bob Morris January 22, 2002 Task 7. Coordination of Art Center and site conceptual designs Consultant shall attend two joint meetings with the Main Library Project Committee, the Art Center Project Committee and the City consultant preparing conceptual designs for the Main Library to review and coordinate both consultants’ work. Timing of these two meetings will be at City’s discretion. Task 8. Sustainability Consultant shall incorporate sustainable design and green building concepts into the conce..p.tual designs. Task 9. Final Report Consultant shall prepare and deliver a final report on the conceptual design effort, including the site plans, floor plans, elevations, perspective sketches, and construction cost estimate for the conceptual design to be presented to City Council. The report should summarize the recommendations made by each of the groups the consultant presented conceptual designs to, including Boards, Commissions, community and Art Center Project Committee. The report should identify a preferred conceptual design scheme. This report will be distributed to City Council prior to consultant presenting the final conceptual design to the City Council. A study model of the preferred scheme should be prepared for the City Council presentation. Tim~e Schedule The estimated date for the completion of basic services is July 31, 2002. EXHIBIT B Page four Mr. Bob Morris January 22, 2002 Compensation Basic Services Compensation for services shall be a lump sum fee of One Hundred Fifty-Three Thousand Dollars ($153,000) as outlined below: MCA: SWA: G+B: O+M: M5: S+S: Mark Cavagnero Associates, Architects The SWA Group, Landscape Architects Guttman and Blaevoet, Mechanical Engineers O’Mahoney and Myers, Electrical and Telecommunications Engineer Mack 5, Cost Estimators Seagull and Strain, Sustainability Consultant Project Component I~I(:A SWA G+B O+M M5 S+S Art Center 62,000 5,000 5,000 5,000 3,000 Site Design 4,000 21,000 --2,000 - Outreach/Presentations 24,000 9,000 --1,000 2,000 Subtotals 90,000 30,000 5,000 5,000 8,000 5,000 Total Conceptual Design Fee:$143,000 Reimbursable Expenses:$ 10,000 Total:$153,000 Reimbursable Expenses Reimbursable expenses are in addition to Compensation for Basic Services and include actual expenditures made by the architect in the interest of the project for the following expenses: travel, reproductions, long distance telephone, fax and special delivery service. Compensation for Reimbursable Expenses shall be a multiple of 1.075 times the amount expended by the architect. Plotting within the Architect’s office will be invoiced at not more than 90% of the commercial Blueprint Service Company current rate. I anticipate you attaching this scope of services to a City-standard agreement form with additional terms and conditions. Please call at your convenience to discuss. Sincerely, Mark Robert Cavagnero, AIA Agency Name and Address: Professional Practice Insurance Brokers, Inc. 10 California Street Redwood City, CA 94063-1513 EXHIBIT C Certificate of Insurance I of 1 #$42907/M42~ THIS CERTIFICATE IS ISSUED AS A MATI’ER OF I INFORMATION ONLY AND CONFERS NO RIGHTS UPON JTHE CERTIFICATE HOLDER. THIS CERTIFICATE DOES ]NOT AMEND, EXTEND OR ALTER THE COVERAGE IAFFORDED THE POLICIES LISTED BELOW. Insureds Name and Address: Mark Cavagnero Associates 1045 Sansome Street, Suite 200 San Francisco, CA 94111 Companies AffordingPolicies:A. American Motorists Insurance Co.~a. Greenwich Insurance.Company C. O. E. COVERAGES: THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFIOA;I’E MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH POLICIES. I-rvp~ OF MeH~ ^ Me’,=POLICY LIMITS GENERAL LIABIUTY []Commercial General Uabllity [] Claims Made ] Occurrence "1 Owner’s and Contractors Protective AUTO LIABILITY ~[]Any AutomobileAll Owned Autos []Scheduled Autos []Hired Autos []Non-owned Autos []Garage Uability[], EXCESS LIABILITY [] Umbrella Form [] Other than Umbrella Form WORKERS’ COMPENSATION AND EMPLOYER’S L.tABILI’P,’ PROFESSIONAL LIABIL , ,~,-,,-, ~ NUMBER 7RS65865401 7RS65865401 7CW30407008S 02/15/01 09/01/01 BI~DER326048 I I0130101 EXF.DATE " 02/15/02 02/15102 09/01/02 10130/03 Description of Operations/Locations/Vehicles/Restrictions/Special items: ALL OPERATIONS OF THE NAMED INSURED, INLCUDING PALO ALTO CONCEPTUAL DESIGN RFP. JOB #009. General Aggregate:$2,000,000 Products-Con’flOps Aggregate:$2,000,000 Personal and Adv. Injury: $,1,000,000 Each Occurrence:$ !,000,000 Fire Drag. (any one fire): $ 100,000 Combined Single Umit:$1,000.000 B£dily Injury/person:$0 Bodily Injury/accident:$0 Property Damage:.$0 Each Occurrence: Aggregate: Statutory Umits Each Accident:$!,000,000 Disease/Policy Umit:$].000,000 Disease/Employee:$1,000,000 Per Claim $1,000,000 ~ggregate $1.000.000 $0 Purchasing and Contracts Administration City of PaiD Alto P.O. Box 10250 Paid Alto, CA 94303 *Written at aqqreqate limits of liability not less than amount shown. Certificate Holder:THE AGGREGATE UMIT IS THE TOTAL INSURANCE AVAILABLE FOR CLAIMS PRESENTED WITHIN THE POLICY FOR ALL OPERATIONS OF THE INSURED. CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATIOtJ DATE THEFIEOF, THE ISSUING COMPANY, ITS AGENTS OR REPRESENTATIVES WILL MAIL 30 DAYS II~RI]q’EN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, EXCEPT !N THE EVENT OF CANCELLATION FOR NON-PAYMENT OF PREMIUM IN WHICH CASE I 0 DAYS NOTICE WILL BE GIVEN.t..~ Aultlonze~ RepresentallVe: ~~-’~ ~,~ ~.~~’ .,~.,,~_ [ !] 16/01 cc.__._~./ EXHIBIT D CERTiFICAT.ION OF NONDISCRIMINATION Certification of Nondiscrimination: As suppliers of goods or services to the Cityof Palo Alto, the firm and individuals listed below cer~fy that they do not discriminate in employment with regards to age, race, color, religion, sex, national origin., ancestn~, disability, or sexual preference; that they are in compliance with all Federal, State, and local directives and executive ordem regarding nondiscrimination in employment. .~ THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. Firm: Signature: Name: Mark Cava.qnero Associates Mark Cava,qnero (PRINT OR TYPE NAME) Signature:~ ~-~,-/ Name:Roslyn C01e. (PRINT OR TYPE NAME) Note:Califomia Corporations Code Section 3t3 requires two corporate officers to execute contracts. *The signature of First Officer* mu_m..us_t, be one of the following; Chairman of the Board; President; or Vice President. **The signature of the Second Officer** must be one of the following: Secretary; Assistant Secretary; Chief Financial Officer;, or Assistant Treasurer. (In the alternative, a certified corporate resolution attesting to the signatory autho~ty of the individuals signing in their respective capacities is acceptable) CITY OF PALO ALTO RFP NO 140020 PAGE 1’OF 1