HomeMy WebLinkAboutStaff Report 3064
City of Palo Alto (ID # 3064)
City Council Staff Report
Report Type: Action ItemsMeeting Date: 9/24/2012
Summary Title: 27 University Avenue Contracts
Title: Approval of Professional Services: 1) Contract with Fukuji Planning and
Design in Amount of $139,500 for Preliminary Design Concept Services; 2)
Contract with Sandis Civil Engineers Surveyors Planners in the Amount of
$16,500 for Traffic Engineering, Civil Engineering and Arborist Report
Services; and 3) Contract with Fergus Garber Young Consultants in the
Amount of $85,000 for Urban Design and Architectural Services 4) Contact
with Metropolitan Planning Group in Amount of $45,000 for Project
Management for Real Property at 27 University Avenue to be Funded By the
Stanford Medical Center Intermodal Transit Funds with a Budget Amendment
Ordinance totaling $286,000.
From: City Manager
Lead Department: Planning and Community Environment
Recommendation
Staff recommends that Council authorize $286,000 from the Intermodal Transit Funds (set aside
in the Stanford Medical Center Development Agreement) to allow for consultant services for
the continued design concepts and analysis of 27 University Avenue.
Executive Summary
This report is related to the 27 University Master Plan staff report also scheduled for the
September 24 meeting.
The 2011 Stanford University Medical Center (SUMC) Development Agreement provided funds
for the design and construction of enhanced pedestrian and bicycle improvements east of El
Camino Park, at the intersection of El Camino Real and Quarry Road. Staff was approached
about the development of a new office and theater project on this property. In March 2012,
Council authorized use of $250,000 in design funds provided in the development agreement to
hire a consulting architect, site planner and urban designer, and planner, and to start
environmental analyses. This allowed for early coordination with multiple interested parties
including all of the different transit agencies, to ensure that the City’s goals and objectives are
included in the project design. The original project scope initially reviewed by the Council was
for an office and theater, however since that time the project scope has increased to include
redesign of the transit center, the functions of the adjacent uses such as Urban Lane, and
coordination with various transit agencies. The project parameters and amount of time it has
taken to review and coordinate this project has exceeded the original scope and therefore,
additional funds are needed to complete the work.
Background
John Arrillaga has approached the City of Palo Alto about constructing a new theater and office
building at 27 University Avenue. TheatreWorks is expected to be the operator of the theater.
The land is owned by Stanford University and houses the MacArthur Park restaurant and an
office used by the Red Cross.
In 2011, the City of Palo Alto entered into a Development Agreement between the City and the
Stanford University Medical Center (SUMC) parties. Within the development agreement there
is a provision to encourage use of Caltrain, bus and other transit services, and to enhance and
encourage use of pedestrian and bicycle connections between the SUMC and downtown Palo
Alto. The SUMC Parties agreed to a one-time $2,250,000 payment to the City held in an
Intermodal Transit Fund. Up to $2 million would to go towards the development of an
attractive, landscaped passive park/green space with a clearly marked and lighted pedestrian
pathway, benches and flower borders. The remaining $250,000 would be used for design
expenses. It was noted that the City would be responsible for constructing the improvements
and the funds would be used only for the specified purposes. Moreover, these funds are
earmarked specifically for the intermodal pedestrian improvements and are part of the
discretionary infrastructure or sustainability funds.
On March 5, 2012, the City Council authorized $250,000 from the Intermodal Transit Funds for
consultant services related to the preliminary design and initial environmental review of a
potential application for a new office and theater project at 27 University Avenue.
The City then hired Fukuji Planning and Design to provide urban design services, FGY Architects
to provide architectural design, Metropolitan Planning Group to provide planning services,
Sandis Civil Engineers to prepare a preliminary traffic analysis, on-site civil engineering analysis
and an arborist report, and Michael Reardon to provide illustrations for this project.
The proposed architectural and urban design work was anticipated to continue through the end
of May 2012, cumulating in circulation concepts, building footprints, heights and massing
design studies, district character studies and site plan concepts for the site. The work has taken
longer, particularly due to the need to redesign the transit center, working with the Valley
Transportation Authority, SAMTrans, Caltrain, and Stanford’s Marguerite Shuttle to coordinate
changes. The project concepts will be presented to the Council on September 24, 2012.
Discussion
The City has not received a formal application for this project, and the project is in the early
stages of design development. The original development concept for the project includes new
multi-story office buildings fronting El Camino Real, a separate theater building of
approximately 70,000 square feet, and a three-level underground garage. On site
improvements would include a public plaza, and enhanced pedestrian, bicycle and transit
connections. However, as the consultant team started to consider options, the opportunity to
include redesign of the transit facility emerged. This completely changed the development site
and required significant new coordination with multiple transit agencies including Valley
Transportation Authority (VTA), SamTrans, Caltrain and Stanford’s Marguerite Shuttle
operations. The scope also increased to consider the functions on Urban Lane as well as El
Camino Park. Part of the project would include moving the historic MacArthur Park building to
another location to be determined.
The project provides a potential benefit and design opportunity by building a new performing
arts theater and mixed-use office building at this location. Redesigning the project has the
potential to fulfill the following goals:
Create a new Arts and Innovation District.
Provide TheatreWorks with a new permanent home in Palo Alto.
Design attractive, vibrant, public spaces that are a new civic destination and identifiable
entrance to downtown Palo Alto.
Shape mixed-use office development to complement the scale and character of
downtown as well as provide ground floor uses to activate public spaces.
Achieve excellence in contemporary architectural design that reflects the City’s identity
as a center of technology and innovation.
Redesign the intermodal transit center to address long-term mobility, trip reduction and
sustainability goals for the City and Stanford.
Enhance pedestrian and bicycle connectivity to downtown and Stanford, per the SUMC
Development Agreement.
The goal for this design work is that early coordination between all parties and focused design
work will support a future application to create an attractive, vibrant, urban destination and
identity for people arriving by transit to Palo Alto, one that complements the scale and
character of downtown, and enhances connectivity to downtown and Stanford.
During the initial stages of the site planning review, redesigning the transit center emerged as a
viable option to increase bus capacity and to allow for a better designed site. Several meetings
were held with the various transit agencies to review alternatives. This time intensive work
helped open up the site to allow for a more comprehensive design approach. However, the
complicated design effort to meet the needs of the city, the developer, TheatreWorks and the
transit agencies, extended the time and scope of this important part of the initial design
development of the project. The team faced numerous design challenges and obstacles, but
continues to work to find appropriate solutions that meet the needs of all of the stakeholders.
Staff is seeking Council authorization of $286,000 in additional funds from the Intermodal
Transit Funds to complete the design work to bring site plan and massing design concepts to
the Council at a meeting in September. The work being performed includes:
Transit circulation concepts;
Roadway configuration;
Parking requirements and strategies;
Site parcelization strategies;
Building footprint, floor area, height and massing concepts;
Urban design;
Public space and connectivity concepts;
Architectural concepts;
District character;
Presentation of these items and on going meetings with major stakeholders; and
Environmental review such as a sanitary sewer study, bridge analysis, traffic analysis and
parking structure consultation.
The SUMC Development Agreement provided a one-time $2,250,000 payment to the City for
pedestrian and bicycle connections and enhancements in the Intermodal Transit Station area.
All of the money was to go towards design and construction of improvements. At the time this
contribution was made to the City, the construction of these pedestrian improvements would
have been the obligation of the City. With this future development project, there is the
opportunity to have the project proponent construct or share in the cost to construct these
improvements. The additional $286,000 in design funds should not impact the ability to
construct improvements on this property, as they are being designed into the framework of the
project and would be constructed with the project..
The contracts are attached to this report and include:
Fukuji Planning and Design - $139,500
FGY Architects - $85,000
Sandis Civil Engineering - $16,500
Metropolitan Planning Group - $45,000
Resource Impact
The SUMC Development Agreement provided a one-time $2.25 million payment to the City for
pedestrian and bicycle connections and enhancements in the Intermodal Transit Station area.
These funds are for improvements to enhance the pedestrian and bicycle connection from the
Palo Alto Intermodal Transit Center to the existing intersection at El Camino Real and Quarry
Road, with up to $2.0 million of that amount going to the development of an attractive,
landscaped passive park/green space with a clearly marked and lighted pedestrian pathway,
benches, and flower borders. An amount of $250,000 was authorized by the City Council on
March 5, 2012 (Staff Report 2602) to fund preliminary design review and environmental studies
for the 27 University Avenue project of which $247,369 was spent in Fiscal Year 2012. As of
June, 30, 2012, the unaudited balance of the Intermodal Transit funds is $2.003 million. This
staff report proposes that $286,000 in additional design costs be appropriated in Fiscal Year
2013. With this approval of additional funds, the Intermodal Transit balance will be $1.716
million.
Next Steps
As a separate action on the September 24th Council agenda, Council is reviewing a master plan
and authorizing staff to draft an advisory measure for the March election to ask voters whether
the City Council should initiate a change in the Comprehensive Plan and Zoning code to
facilitate the Project and if the City Council should exchange a portion of the El Camino Park for
land adjacent to the park to facilitate better site planning for the Project. The ballot language
would be brought back to Council for review at a meeting later this year for a March 2013 ballot
measure.
Environmental Review
The request for City Council’s authorization of additional funds is not considered a “project” per
the California Environmental Quality Act. An environmental impact report would need to be
prepared once an application is submitted and some of the ongoing work will provide input to
that study. Traffic and parking, aesthetics (including building heights), and impacts on heritage
trees will be of particular interest for this site.
Attachments:
Attachment A: Budget Amendment Ordinance to Appropriate $286,000 for Additional
Design Costs (DOC)
Attachment B: 27 University Avenue Draft Timeline(PDF)
Attachment C: Agreement with Fukuji Planning and Design (PDF)
Attachment D: Agreement with Sandis Civil Engineers Surveyors Planners (PDF)
Attachment E: Agreement with Fergis, Garber and Young Consultants (PDF)
Attachment F: Agreement With Metropolitan Planning Group (PDF)
Prepared By: Amy French, Current Planning Manager
Department Head: Curtis Williams, Director
City Manager Approval: ____________________________________
James Keene, City Manager
ATTACHMENT A
ORDINANCE NO. XXXX
ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO
AMENDING THE BUDGET FOR FISCAL YEAR 2013 TO PROVIDE
ADDITIONAL APPROPRIATION OF $286,000 FROM THE
STANFORD UNIVERSITY MEDICAL CENTER (SUMC)
INTERMODAL TRANSIT FUNDS FOR CONSULTANT SERVICES
FOR THE CONTINUED DESIGN CONCEPTS AND ANALYSIS OF
27 UNIVERSITY AVENUE
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 18, 2012 did adopt a budget for Fiscal Year 2013; and
B. The 2011 Stanford University Medical Center (SUMC)
Development Agreement provided funds for the design and
construction of enhanced pedestrian and bicycle improvements
east of El Camino Park, at the intersection of El Camino Real
and Quarry Road; and
C. On March 5, 2012 (Staff Report 2602) City Council
authorized $250,000 to fund preliminary design review and
environmental studies for 27 University Avenue; and
D. Further funds in the amount of $286,000 are needed
for consultant services to continue concept design and
analysis of the expanded scope of the project; and
E. City Council authorization is needed to amend the
Fiscal Year 2013 Operating Budget as hereinafter set forth.
SECTION 2. The sum of Two Hundred Eighty Six Thousand
Dollars ($286,000) is hereby appropriated to Planning
Contracts in the Planning and Community Environment Department
and the SUMC Intermodal Transit balance is correspondingly
reduced.
SECTION 3. The Intermodal Transit portion of the SUMC
Development Agreement Fund is hereby reduced by Two Hundred
Eighty Six Thousand Dollars ($286,000) to One Million Seven
Hundred Sixteen Thousand Six Hundred Thirty-one Dollars
($1,716,631).
SECTION 4. 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 5. As provided in Section 2.04.330 of the Palo
Alto Municipal Code, this ordinance shall become effective
upon adoption.
SECTION 6. The Council of the City of Palo Alto hereby
finds that this is not a project under the California
Environmental Quality Act and, therefore, no environmental
impact assessment is necessary.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
ATTEST: APPROVED:
City Clerk Mayor
APPROVED AS TO FORM:
City Manager
Director of Public Works
Director of Administrative
Services
2012 2013 2014
Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
CC
Ballot
Language
9/4CC
54 EIR
ScopeApproval
Submit
AppCity
InitiateZone
Change
Submit
Ballot Language
for MarchElection
AdvisoryVote in
MarchElection
EIR Cerification and
Project ConsiderationEIR
AR
B
P&
T
C
ARB
P&TCReview
27 UNIVERSITY AVENUE
TIMELINE
8/9/2012
BudgetAdjustment
9/24
(tentative)CC
Project
Review
Professional Services
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CITY OF PALO ALTO CONTRACT NO. S12145607
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
FUKUJI PLANNING & DESIGN FOR PROFESSIONAL SERVICES
This Agreement is entered into on this day of August, 2012, (“Agreement”) by
and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”),
and FUKUJI PLANNING & DESIGN, a Sole Proprietor, located at 604 San Carlos Avenue, Albany,
California 94706, Telephone (510) 612-3834 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to develop a preliminary design concept for the real property located 27
University Avenue, Palo Alto (“Project”) and desires to engage a consultant to prepare a design 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, 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 08/31/2013 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.
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.
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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 Thirty Nine
Thousand Five Hundred Dollars ($139,500.00). In the event Additional Services are authorized, the
total compensation for services and reimbursable expenses shall not exceed One Hundred Thirty
Nine Thousand Five Hundred Dollars ($139,500.00).
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.
SECTION 8. ERRORS/OMISSIONS. Not applicable.
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SECTION 9. COST ESTIMATES. Not applicable.
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.
CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement
without the prior written authorization of the city manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Bruce A. Fukuji as
the Project Manager, Email: bruce@fukuji.com Telephone: (510) 612-3834 to have supervisory
responsibility for the performance, progress, and execution of the Services and as the Project
Manager to represent CONSULTANT during the day-to-day work on the Project. If circumstances
cause the substitution of the project director, project coordinator, or any other key personnel for any
reason, the appointment of a substitute project director and the assignment of any key new or
replacement personnel will be 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 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 Khashayar Alaee, Planning and Community Environment Department,
250 Hamilton Avenue Palo Alto, CA 94303, Email: Khashayar.Alaee@CityofPaloAlto.org ,
Telephone: (650) 329-2230. 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. This conveyance shall not deprive the Architect
of the right to retain electronic data or other reproducible copies of the Drawings and Specifications
or the right to reuse information contained in them in the normal course of the Architect's
professional activities including rights protected under the Architectural Works Copyright Protection
Act of 1990. The Architect shall be given appropriate credit in any public display of such
documents Upon delivery, all work product, including without limitation, all final drawings and
specifications 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
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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. Consultant shall protect, indemnify, defend and hold harmless the City and its respective City
Council members, officers, employees, agents and representatives from and against all liability
losses, damages, demands, claims, suits, settlements, judgments, costs and expenses, including
attorneys' fees, expert witness fees, and other reasonable expenses of litigation, arising out of or
related to the negligent acts, errors or omissions, gross negligence or willful misconduct of
Consultant in its performance of the Consulting Services hereunder, and the insurance required
hereunder shall not reduce such indemnification obligation.
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.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant,
term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not
be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of
any subsequent breach or violation of the same or of any other term, covenant, condition, provision,
ordinance or law.
SECTION 18. INSURANCE.
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.
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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.
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
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, 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
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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.
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SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age, religion,
disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status,
weight or height of such person. CONSULTANT acknowledges that it has read and understands the
provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REQUIREMENTS. CONSULTANT shall comply with the 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.
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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
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.
25.10 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written,
CITY OF PALO ALTO FUKUJI PLANNING & DESIGN
City Manager
APPROVED AS TO FORM:
Senior Ass!. City Attorney
Date:
Attachments:
EXHIBIT "A":
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "C-l ":
EXHIBIT "D":
SCOPE OF WORK
SCHEDULE OF PERFORMANCE
COMPENSATION
SCHEDULE OF RATES
INSURANCE REQUIREMENTS
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EXHIBIT “A”
SCOPE OF SERVICES
Task 1. Project Management
Task 1.1 Project Management. Coordinate design work and communications with City staff
and consultants regarding decision-making and issues resolution on design, process,
schedule, deliverables and external project communications.
Task 2. Collaborative Design Process
Facilitate frequent and regular input and feedback with city staff, Mr. Arrillaga, Santa Clara Valley
Transportation Authority (VTA), Stanford University transportation staff, SamTrans, Caltrain and
Theaterworks on project design to achieve mutually acceptable solutions. Develop transit
circulation, urban design and building architecture for the project. Task 2 includes:
Task 2.1 City Meetings. Weekly project team meetings.
Task 2.2 Mr. Arrillaga Meetings. Up to twice a week meetings.
Task 2.3 Transit Agency Meetings. Up to 6 project meetings.
Task 3. Site Analysis -- NA
Task 4. Program Review and Development -- NA
Task 5. Design Concepts
Prepare a master plan level site plan for the expanded project area. Expanded project area includes
southern edge of El Camino Park, the project site, the University Avenue loop and Urban Lane.
Detailed site design including infrastructure improvements, landscape/urban design features,
grading, drainage, site utility design and accommodating public art are not included in this scope.
Master plan site planning consists of the following tasks:
Task 5.1 Transit Center Design and Circulation Concepts. Develop a concept design for the
relocation of the intermodal bus transit center from the existing location to the
University Avenue loop that serves and expands existing capacity and operations, as
well as enable future expansion of transit capacity.
Task 5.2 Building Footprint, Floor Area, Height and Massing Concepts. Jointly prepare with
FGY building footprint, floor area, height and massing concepts that respond to site
context and master planning design objectives.
Task 5.3 Urban Design, Public Space and Connectivity Concepts. Develop site planning
concepts that shape the form, size, scale, orientation, massing, ground level uses of
buildings, public spaces, pedestrian and bicycle connectivity, site access and parking.
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Task 5.4 Architectural Concepts. Support FGY and John Arillaga’s design work to develop
the architectural character of the office and theater buildings to support the urban
design of the district.
Task 5.5 District Character. Develop concepts for the visual character of the Innovation and
Arts District to be illustrated by the renderer. Direct the City’s renderer to create
ground level perspective views (renderer not included in this scope of services or
fees).
Task 5.6 Presentation and Documentation. Jointly prepare with FGY presentation documents.
Fukuji Planning & Design will focus on illustrating a master site planning concept
with supporting drawings, cross-sections of key elements and sketch views to show
scale, use and character of proposed urban design. FGY will focus on presenting and
documenting the architectural design of the project.
Deliverables:
• Maps
• Project area
• Land use
• Public spaces
• Connections (pedestrian, bike, auto and transit)
• Transit circulation
• Urban design
• Illustrative Plan (with landscape concept)
• Illustrations
• Street sections
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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
Task 1. Project Management on-going
Task 2. Collaborative Design Process on-going
Task 5. Preliminary Design Concepts September 30, 2012
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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
$139,500.00. CONSULTANT agrees to complete all Basic Services, including reimbursable
expenses, within this amount. In the event CITY authorizes any Additional Services, the
maximum compensation shall not exceed $139,500.00. Any work performed or expenses
incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth herein shall be at no cost to the CITY.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted
below. The CITY’s Project Manager may approve in writing the transfer of budget amounts
between any of the tasks or categories listed below provided the total compensation for Basic
Services, including reimbursable expenses, does not exceed $139,500.00and the total
compensation for Additional Services does not exceed $139,500.00.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1 $3,500.00
(Project Management)
Task 2 $40,000.00
(Collaborative Design Process)
Task 3 $91,000.00
(Design)
Sub-total Basic Services $134,500.00
Reimbursable Expenses $5,000.00
Total Basic Services and Reimbursable expenses $139, 500.00
Additional Services (Not to Exceed) $0.00
Maximum Total Compensation $139,500.00
REIMBURSABLE EXPENSES
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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. Mileage expense for travel to and from
project meetings, parking and tolls will be reimbursed at actual cost.
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 $0.00 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
Work required because the following conditions are not satisfied or are exceeded shall be
considered as additional services:
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EXHIBIT “C-1”
HOURLY RATE SCHEDULE
Hourly Rates
Fukuji Planning & Design costs for professional services are incurred as professional time costs and
direct costs associated with performance of project tasks. Professional time is billed according the
following hourly rates:
Personnel Rate Per Hour
Bruce A. Fukuji, AIA Principal $ 195.00
Urban Designer $ 125.00
Technical/Administrative Staff $ 65.00
Hourly billing rates are valid through December 2012.
Reimbursable Expenses
Direct Costs
Direct costs or project expenses such as photocopying (large-quantity); plotting; printing (b&w,
color); workshop supplies; equipment rental; and other direct project expenses will be charged at
cost plus 10%.
Communications
Cost of communications including long-distance telephone (excluding cell phones), facsimile,
postage, courier, and other delivery costs will be charged at cost plus 10%.
Mileage and Travel
Mileage charge for personal autos will be the currently applicable mileage rate established by the
Internal Revenue Service. Travel time will be billed at half of the above hourly rates for trips longer
than ½ hour. All other travel expenses such as parking, tolls, etc. will be charged at cost.
Payment
Payments are due within thirty (30) calendar days of the invoice date.
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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:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
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 AND PROPERTY
DAMAGE, COMBINED
$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
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.
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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
CITY OF PALO ALTO CONTRACT NO. S12145609
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
SANDIS CIVIL ENGINEERS SURVEYORS PLANNERS
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this day of August, 2012, ("Agreement")
by and between the CITY OF PALO ALTO, a California chartered municipal corporation
("CITY"), and SANDIS CIVIL ENGINEERS SURVEYORS PLANNERS a California Corporation,
located at 3007 Douglas Boulevard, Suite 105, Roseville California 95661, Telephone (408) 636-
0999 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to develop a preliminary design concept for the real property located at 27
University Avenue, Palo Alto ("Project") and desires to engage a consultant to provide Traffic
Engineering Services, Civil Engineering Services and Arborist Repmt 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, 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 08/31/2013 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.
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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 Sixteen Thollsand Five
Hundred Dollars ($16,500.00). In the event Additional Services are authorized, the total
compensation for services and reimbursable expenses shall not exceed Sixteen Thousand Five
Hundred Dollars ($16,500.00).
The applicable rates and schedule of payment are set out in Exhibit "C-I ", 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 Ex hibit "A".
SECTION S. 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-I ").
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. OUALIFICATIONS/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, ifpermitted,
have and shall maintain dlll'ing 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.
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SECTION 8. ERRORS/OMTSSIONS. 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 CONSUL TANT has prepared plans and specifications or other design
documents to construct the Project, CONSUL TANTshall 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. Tfthe 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 CONSUL TANT'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.
CONSUL TANTshall not subcontract any portion ofthe work to be performed under this Agreement
without the prior written authorization of the city manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Amy Taylor as the
Project Manager, Email: ataylor@sandis.ne.t , Telephone: (650) 473-0400 to have supervisory
responsibility for the performance, progress, and execution of the Services and as the Project
Manager to represent CONSULTANT during the day-to-day work on the Project. If circumstances
cause the substitution of the project director, project coordinator, or any other key persollnel 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 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 Khashayar Alaee, Planning and Community Environment Department,
250 Hamilton Avenue Palo Alto, CA 94303, Email: Khashayar.Alace@CityofPaloAlto.org ,
Telephone: (650) 329-2230. The project manager will be CONSULTANT's point of contact with
respect to performance, progress and execution of the Services. The C ITY may designate an
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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 propelty of CITY without restriction or limitation upon their use. CONSUL TANTagrees
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, ifany, 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 fUliher 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 willfu l misconduct of the
CONSULTANT, its officers, employees, agents or contractors under this Agreement, regard less 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
requ ire CONSULTANT to indemnify an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Palty.
16.3. The acceptance of CONSULTANT's services and duties by CITY sha ll not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant,
term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not
be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of
any subsequent breach or violation of the same or of any other term, covenant, condition, provision,
ordinance or law.
SECTION 18. INSURANCE.
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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 "E".
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·:VlI 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 celtificates 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, CONSUL TANTwili 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 thereofto 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, ifany, or given
to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will
become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSUL TANTwili be paid
for the Services rendered or materials delivered to CITY in accordance with the scope of services on
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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 ofa default by CONSULTANT,
CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's
services which are ofdirect and immediate benefit to CITY as such determination may be made by
the C ity Manager acting in the reasonable exercise ofhis/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, paltial 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 ofthis Agreement,
it will not employ subconsuitants, 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 ofthe Fair Pol itical 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.
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SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age, religion,
disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status,
weight or height of such person. CONSULTANT acknowledges that it has read and understands the
provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REOUIREMENTS. 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 palticular, 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 0[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 of30% 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.
• Reusablelreturnable 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 verilY that pallets are not being disposed.
SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions of the Charter ofthe 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 ofa 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.
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25.2. [n the event that an action is brought, the parties agree that trial of such action
will be vested exclusively in the state courts of California in the County of Santa Clara, State of
California.
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 palty 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 01' rules that any provision of this
Agreement 01' any amendment thereto is void 01' 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 palt 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 [nformation"), 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.
25.10 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
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IN WITNESS WHEREOF, the pal1ies hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO SANDIS CIVIL ENGINEERS
SIIRVEYORSPLANNERS
City Manager
BY~ LA-(
Name: L-p.v f\.,.C>.. CA GI\.AL.-
Title: S"'>fl'>'ey ~"'IL, A-SSoC. p""NC.l p<>A-
APPROVED AS TO FORM:
Senior Ass!. City Attorney
Date:
Attachments:
EXHIBIT "A":
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "C-l":
EXHIBIT "D":
SCOPE OF WORK
SCHEDULE OF PERFORMANCE
COMPENSATION
SCHEDULE OF RATES
INSURANCE REQUIREMENTS
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IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO SANDIS CIVIL ENGINEERS
SURVEYORS PLANNERS
City Manager
B~ /.A0
Name: (...,b.U {lA c..,o. BI\.A-L-
Title:s..,,,",,,!2-j MNc"II..,. ASS"<=-. pa...''''<=<,~
APPROVED AS TO FORM:
Senior Ass!. City Attorney
Date:
Attachments:
EXHIBIT "A":
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "C-I ":
EXffiBIT "0":
SCOPE OF WORK
SCHEDULE OF PERFORMANCE
COMPENSATION
SCHEDULE OF RATES
INSURANCE REQUIREMENTS
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SANITARY SEWER STUDY
EXHIBIT "A"
SCOPE OF SERVICES
$4,000
• Prepare Site Sanitary Sewer Analysis. Coordinate with Caitrans for utility encroachment.
MEETINGS
Attend coordination meetings with City and Consultants.
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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
Task I. Sanitary Sewer Study
Task 2. Sanitary Sewer Study; Meetings
3
Completion
No. of Days
From NTP
90
90
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EXffiBIT "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-J 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
$ I 6,500.00 CONSULTANT agrees to complete all Basic Services, including reimbursable
expenses, within this amount. In the event CITY authorizes any Additional Services, the
maximum compensation shall not exceed $16,500.00. Any work performed or expenses
incurred for which payment would result in a total exceeding the maximum amount of
compensation set f0l1h 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 $16,500.00. and the total
compensation for Additional Services does not exceed $ I 6,500.00.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task I $4,000.00
(Sanitary Sewer Study)
Task 2 $12,500.00
(Sanitary Sewer Study; Meetings)
Sub-total Basic Services $16,500.00
Reimbursable Expenses None
Total Basic Services and Reimbursable expenses $ I 6,500.00
Additional Services (Not to Exceed) $00.00
Maximum Total Compensation $16,500.00
RE~URSABLEEXPENSES
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The administrative, overhead, secretarial time or secretarial ovel1ime, 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: NONE
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 $0.00 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, atthe 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
Work required because the following conditions are not satisfied or are exceeded shall be
considered as additional services:
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EXHIBIT "C-l"
HOURLY RATE SCHEDULE
Prepare Existing Conditions Section
• Senior Traffic Engineer @$150/Hr
• Project Engineer@ 120/Hr
• Graphics 24 Hours @ 100/Hr
Traffic Impact Analysis
• Senior Traffic Engineer@ $150/Hr
• Project Engineer @ 120/Hr
• Graphics @ 100/Hr
Subtotal
Mitigation
• Senior Traffic Engineer @ $150/Hr
• Project Engineer@ 120/Hr
• Graphics @ 100/Hr
Draft Report Preparation
• Senior Traffic Engineer @ $150/Hr
• Project Engineer @ 120/Hr
• Graphics 20 Hours @ 100/Hr
Response to Comments from PEER Review/lncorporation into DEIR
• Senior Traffic Engineer @ $150/Hr
• Project Engineer@ 120/Hr
• Graphics @ 100/Hr
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EXHIBIT "0"
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURP.NCE IN TIIE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFOnDED BY CO!UPANIES
WITII AM BEST'S KEY 11.ATlNG Of ,\·:VII, OR HtGnER, LICENSED ORAUTIIORIZED TOTRANSACfINSURANCE BUSINESS IN
THE STATE OF CALIFORNIA.
A WARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REOUIREMENTS, AS SPECIFIED, BELOW:
NINIf.IUN LIMITS
REQUIRED TYPE OF COVERAGE REQUIREMENT EACH
YES
YES
YES
YES
YES
YES
OCCURRENCE AGGREGATE
WORKER'S COMPENSATION STATUTORY
EMPLOYER'S LIABILITY STATUTORY
BODILY INJURY 51,000,000 51,000,000
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE 51,000,000 51,000,000
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE 51,000,000 51,000,000
LIABILITY COMBINED.
BODILY INJURY 51,000,000 51,000,000
-EACH PERSON 51,000,000 51,000,000
-EACH OCCURRENCE 51,000,000 51,000,000
AUTOMOBILE LIABILITY, iNCLUDING
ALL OWNED, HIRED. NON·OWNED PROPERTY DAMAGE 51.000,000 51,000,000
BODILY INJURY AND PROPERTY 51,000,000 51,000,000
DAMAGE, COMBINED
PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE ALL DAMAGES 51.000.000
"fl-IE 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, TIle INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULT ANTS,
IF ANY, BUT ALSO, WITH THE EXCEPTION Of WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL
INSURANCE, NAMING AS ADDITIONAL INSUREDS CIT\'. 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 CANCELLA nON; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF S5,000 REQUIRE CITY'S PRIOR APPROVAL.
II. CONTACToR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
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III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL
INSUREDS"
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF "IlIE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THlS 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 L1ABILlTY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSUREO AGAINST ANOTHER, BUT THIS
ENDORSEMENT, ANO HIE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
I. IF THE POLICY IS CANCELED BEFORE ITS EXI'IRA TlON DATE FOR ANY REASON OTHER
THANTHENON-PAYMENTOF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY
AT LEAST A THIRTY (30) DAY WRI1TEN NOTICE BEFORE THE EFFECTIVE DATE OF
CANCELLATION.
2. IFTHE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVTDECITY AT LEAST A TEN (10) DA Y
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTllATION
CITY OF PALO ALTO
P.O. 1l0X 10250
PALO ALTO, CA 94303
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CITY OF PALO ALTO CONTRACT NO. S12154608
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
FERGUS GARBER YOUNG CONSULTANTS FOR PROFESSIONAL SERVICES
This Agreement is entered into on this day of August, 2012, ("Agreement")
by and between the CITY OF PALO ALTO, a California chartered municipal corporation
("CITY"), and FERGUS GARBER YOUNG CONSULTANTS a California Corporation, located at
81 Encina Avenue, California 94301, Telephone (650) 473-0400 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to develop a preliminary specific plan concept for the real property located at
27 University Avenue, Palo Alto ("Project").The CITY desires to engage CONSULTANT to support
the City'S development ofthis specific plan, including the development of potential character, size
and locations of buildings and structures that support the concepts of this specific plan ..
B. CITY intends to engage the applicant(s) who wish to develop this site in the design
development of their proposal( s) to better inform the applicant( s) of the CITY's goals, policies, and
requirements that constrain the design of any proposed development of this site. The City desires to
engage the CONSULTANT to support the CITY's engagement of these applicants in these
discussions.
C. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the Services.
D. 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, 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 09/30/2013 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
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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 CON SUL T ANT.
CONSULT ANT shall not be responsible for delay caused by factors beyond the reasonable control
of CONSUOL TANT. 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 Eighty Five Thousand Dollars
($85,000.00). In the event Additional Services are authorized, the total compensation for services
and reimbursable expenses shall not exceed Eighty Five Thousand Dollars and ($85,000.00).
The applicable rates and schedule of payment are set out in Exhibit "C-l", 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 S. 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-l ").
The information in CONSULTANT's payment requests sha1l 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. OUALIFICATIONS/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. CONSULT ANT 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 CONSULT ANT 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
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in compliance with all federal, state and local laws, ordinances, regulations, and orders that may
affect in any manner the Project or the performance of the Services or those engaged to perform
Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all
charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. [Intentionally omitted]
SECTION 9. [Intentionally omitted.]
SECTION 10. INDEPENDENT CONTRACTOR. It is Wlderstood 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.
S.ECTION 12. SUBCONTRACTING.
CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement
without the prior written authorization of the city manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Daniel Garber as
the Project Manager, Email: dan@fgy-arch.com , Telephone: (650) 473-0400 to have supervisory
responsibility for the performance, progress, and execution of the Services and as the Project
Manager to represent CONSULTANT during the day-to-day work on the Project. If circumstances
cause the substitution of the project director, project coordinator, or any other key personnel for any
reason, the appointment of a substitute project director and the assignment of any key new or
replacement personnel will be subject to the prior written approval ofthe CITY's project manager.
CONSULTANT, at CITY's request, shall promptly remove personnel who CITY [mds do not
perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate
or timely completion of the Project or a threat to the safety of persons or property.
The City's project manager is Khashayar Alaee, Planning and Community Environment Department,
250 Hamilton Avenue Palo Alto, CA 94303, Email: Khashayar.Alaee@CityofPaloAlto.org ,
Telephone: (650) 329-2230. 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
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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 indenmify an Indenmified 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
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 "E".
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
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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, , by the insurer except after filing with the Purchasing Manager thirty (30) days' prior
written notice of the cancellation, 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. If the notice provides cause, CONSULTANT shall be
provided 10 days to correct any default to the City's reasonable satisfaction.
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 ornot completed, prepared by CONSULTANT or its contractors, if any, or given
to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will
become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid
for the Services rendered or materials delivered to CITY in accordance with the scope of services on
or before the effective date (Le., 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 ofhislher discretion. The following Sections will
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survive any expiration or tennination 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 manager
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 ofCalifomia.
21.3. If the CITY's 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.
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SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age, religion,
disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status,
weight or height of such person. CONSULTANT acknowledges that it has read and understands the
provisions of Section 2.30.510 of the Palo Alto Municipal Code, which have been provided to the
consultant, 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
REOUIREMENTS. 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 to the best of their
ability 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 to the best of
their ability with the City's zero waste guidelines:
• 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 of30% 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 of30% 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 tills policy is on file at the Purchasing Office.
SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subjectto 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 tills 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 tills
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
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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 consnltants 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. AIl 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.
25.10 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
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IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO FERGUS GARBER YOUNG
CONSULTANTS
City Manager
APPROVED AS TO FORM:
Senior Ass!. City Attorney
Date:
Attachments:
EXHIBIT "A":
EXHIBIT "B":
EXHIBIT "C":
EXHIBIT "C-l":
EXHIBIT "0":
EXHIBIT "E":
SCOPE OF WORK
SCHEDULE OF PERFORMANCE
COMPENSATION
SCHEDULE OF RATES
SUPLEMENTAL TERMS AND CONDITIONS
INSURANCE REQUIREMENTS
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EXHIBIT “A”
SCOPE OF SERVICES
Specific Plan Development - Phase Two
Tasks include:
1. Agency and Stakeholder Engagement, Continued
2. Theater Use Entitlement Development
3. City Council Presentation including; Exhibit Production, Staff Report Review,
Public Presentation
Applicant Support - Phase Two
Tasks include:
1. Meetings with Applicant(s) , Continued
2. Review of Applicant design concepts, Continued
Assumptions
City Staff will take an active role including, but not limited to the following tasks:
Perform project administration tasks including meeting agenda, notes, internal team
coordination, communications and scheduling.
Manage the Public’s and the City Council’s communication and directions to and from
the City’s Design Team.
Represent the City’s interests at meetings with Mr. Arrillaga and his design team.
Manage the Design Team’s outreach to other agencies as necessary including but not
limited to the VTA, Marguerite Shuttle, CalTrain and Samtrans.
Present project status and issues to the City Council including preparing presentation
materials.
City Staff and City consultants will provide the following information to the scope of the
CONSULTANT, including but not limited to the following:
Assist in the programming of public spaces.
Recommend solutions to the relocation of the Julia Morgan Building and Red Cross
occupancy.
Provide parking and traffic, historic resources, utility, arborist and other technical
analysis or studies.
Provide direction related to the pedestrian and bicycle connectivity in the case other
future development for the site.
Scope Limitations
Communication and or presentation of the project to the Commission and City Council,
stakeholder and community engagement, renderings and the engagement of a renderer, are not
included in this scope of work.
The CONSULTANT shall provide no cost estimating.
The CONSULT ANT shall not be responsible for any errors or omissions contained in any
document they prepare for the CITY. The CONSULTANT will be responsible for the collection
of the goals and objectives the CITY wishes to be represented in the Specific Plan Concept the
CITY is preparing, and for the representation of the concepts that are developed to address the
CITY's goals and objectives depicted in Specific Plan Concept.
If the CITY assumes ownership of the work products of the CONSULTANT, the CITY shall
give acknowledgement of the CONSULTANT's authorship of those work products and the
CITY takes complete responsibility for the accuracy ana completeness of the product and the
purpose for which the work products are bem¥ used by the CITY. •.
"
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EXHlBIT"B"
SCHEDULE OF PERFORMANCE
CONSULTANT shall perfonn the Services so as to complete each milestone within the nwnber
of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement (email is acceptable) 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
Specific Plan Development -Phase Two
Applicant Support -Phase Two
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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 Col up to the not to exceed budget amount for each task set forth below.
The compensation to be paid to CONSULT ANT under this Agreement for all services
described in Exhibit "A" ("Basic Services") and reimbursable expenses shall not exceed
$85,000.00. CONSULT ANT 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 $85,000.00. Any work performed or expenses
incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth herein shall be at no cost to the CITY. This does not prevent the City
and Consultant from entering into a separate contract for additional related services.
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 $85,000.00 and the total
compensation for Additional Services does not exceed $0.00 for this contract.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Specific Plan Development -Phase Two $45,000.00
Applicant Support -Phase Two $30,000.00
Sub-total Basic Services $75,000.00
Reimbursable Expenses $ 10,000.00
Total Basic Services and Reimbursable expenses $85,000
Additional Services (Not to Exceed) $0.00
Maximum Total Compensation $85,000.00
REllWBURSABLEEXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
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
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following reimbursable expenses at cost. Expenses for which CONSULTANT shall be
reimbursed are:
• Long distance services, dedicated data and communication services, teleconferences,
Project Web sites, and extranets;
• Fees paid for securing approval of authorities having jurisdiction over the Project;
• In and Out of house printing, reproductions, plots, standard form documents; The
consultant may charge $.07 for 8.5xll, $1.72 for 23x18 and $3.00 for 24"x36" prints or
copies without obtaining advanced authorization.
• Postage, handling and delivery;
• Expense of overtime work requiring higher than regular rates, if authorized in advance by
the CITY;
• Renderings, models, mockDups, professional photography, and presentation materials as
requested by the CITY;
• CONSULTANT's Consultants' expense of professional liability insurance dedicated
exclusively to this Project, or the expense of additional insurance coverage or limits if the
CITY requests such insurance in excess of that normally carried by the
CONSULTANT's consultants;
• Costs charged by the Consultant's insurance carriers to add or reference the City in the
insurance policies, including workers compo
• All taxes levied on professional services and on reimbursable expenses, if any
Transportation and authorized out-of-town travel and subsistence. For driving beyond a
10 mile radius of our office we charge the standard IRS mileage rate.
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 telepbone 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 $300.00 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-l. The
additional services scope, schedule and maximum compensation shall be negotiated and
agreed to in writing by the CITY's Project Manager and CONSULTANT prior to
commencement of the services. Payment for additional services is subject to all requirements
and restrictions in this Agreement
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Work required because the following conditions are not satisfied or are exceeded shall be
considered as additional services:
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TIME AND EXPENSE FEES
EXHIBIT "C-l"
HOURLY RATE SCHEDULE
All services performed on a time and expense basis will be billed at the assigned person's
standard hourly rate, as follows:
Intern
Designer
Arch I
Arch 2
PAIPM
Principle
45
85
105
125
145 (also Sustainability Manager & principle's time when drafting)
175 (meetings, management, and design)
We bill monthly and payments are due within thirty (30) calendar days of the invoice date.
Invoices for time and expense based fees will list the people who are working on the project,
their hours, and a brief description of the tasks they have worked on. Monthly invoices include
only the time that have been approved by FGY management prior to that invoice's issuance.
If we are asked to engage and manage project consultants including -but not limited to -
renderers, model makers, structural, mechanical, electrical, landscaping, geotechnical, lighting,
specifications, controls or other low voltage, and hardware consultants, these fees in time and
expense agreements will be marked-up by 10%.
NOT TO EXCEED and FIXED FEES
We bill monthly and payments are due within thirty (30) calendar days of the invoice date.
Invoices for fixed dollar values based fees will be billed on a percent complete basis.
Each monthly bill will include reimbursable expenses which are in addition to our fees (see
below). Expenses are billed at a 10% mark-up.
Ifwe are asked to engage and manage project consultants including -but not limited to
renderers, model makers, structural, mechanical, electrical, landscaping, geotechnical, lighting,
specifications, controls or other low voltage, and hardware consultants, these fees in fixed fee or
not to exceed agreements will be marked-up by 10%.
For items that fall outside of the services being provided under our fixed fee ("additional
services"), we will bill on a time and material basis at billing rates noted, unless some other
structure of payment is established with you beforehand. Items that would fall into this
category include but are not limited to the following: changes to the contractor; changes in
scope, (adding or reducing significant square footage or changes to the project budget);
changes in design (significant changes to plan layout, details, fenestration, or materials),
changes needed for permitting to meet conditions for approval; and or changes to the duration or
continuity of the project (stopping the project or doing tasks out of sequence for example).
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EXHIBIT "D"
SUPLEMENTAL TERMS AND CONDmONS
HAZARDOUS MATERIALS OR TOXIC SUBSTANCES
The CONSULT ANT shall have no responsibility for the discovery, presence, handling, removal
or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at
the Proj ect site.
USE OF PHOTOGRAPHIC AND OR ARTISTIC REPRESENTATIONS
With the pennission of the CI1Y: CONSULTANT shall have the right to include photographic
or artistic representations of the design of the Project among the CONSULTANT's promotional
and professional materials, on the CONSULTANTs Web site and other online presences
including but not limited to the CONSULTANT's Facebook, and Houzz accounts.
The CONSULT ANT shall be given reasonable access to the completed Project to take
photograph and or make such representations. However, the CONSULTANT's materials shall
not include the CITY's confidential or proprietary information if the CITY has previously
advised the CONSULT ANT in writing of the specific information considered by the CITY to be
confidential or proprietary.
The CITY shall provide professional credit for the CONSULTANT in the CITY's promotional
materials for the Proj ecl.
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EXHIBIT "E"
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
WITHAMBEST'SKEYRATINGOFA-:VII, OR HIGHER, LICENSED ORAUfHORIZED TO TRANSACT I NSURANCE BUSINESS IN
THE STATE OF CALIFORNIA.
AWARD IS , I COMPLIANCE Wl11I CITY'S IN'nR A NrF "" :
MINIMUM LIMITS
REQUIRED TYPE OF COVERAGE REQUIREMENT . EACH
YES
YES
YES
YES
YES
YES
AGGREGATE
EMPLO~:S LIABILITY STATUTORY
BODILY INJURY $1,000,000
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 81,000,000
<fA"" I"I"V ~~ON " '000'000 81,000,000
-EACH OCCURRENCE $1,000,000 SI,OOO,OOO
AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000
BODILY INJURY AND PROPERTY SI,OOO,OOO $1,000,000
PROFESSIONAL LIABILITY, INCLUDING,
ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE ALL <I oon non
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR 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 SUBCONSUL TANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION
OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS
CITY.
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.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS
ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER
THAN THE NON-PA YMENTOF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE ClTY
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
PAWALTO,CA 94303
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AMENDMENT NO.1 TO CONTRACT NO. S12144798
BETWEEN THE CITY OF PALO ALTO AND
METROPOLITAN PLANNING GROUP
This Amendment No.1 to Contract No. S12l44798 ("Contract") is entered into
September 12, 2012, by and between the CITY OF PALO ALTO, a California chartered mllllicipal
corporation ("CITY"), and METROPOLITAN PLANNING GROUP, a California corporation,
located at 579 Clyde Avenue, Suite 340, Mountain View, California, 94043 ("CONSULTANT").
RECITALS:
WHEREAS, the Contract was entered into between the parties for the provision of
overseeing and assisting with development of the real property located at 27 University Avenue,
Palo Alto, California ("Project") and desires to engage a consultant to assist with the coordination of
the Project, the coordination and review of the environmental review for the Project, the site plan
and architectural review process for the Project and any other tasks as necessary or needed in
connection with the Project ("Services")
; and
WHEREAS, the parties wish to amend the Contract;
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and
provisions of this Amendment, the parties agree:
SECTION 1. Section 4. NOT TO EXCEED COMPENSATION is hereby amended
to read as follows:
"The compensation to be paid to CONSULTANT for performance of the Services described in
Exhibit "A", including both payment for professional services and reimbursable expenses, shall
not exceed Forty Five Thousand Dollars ($45,000.00). The applicable rates and schedule of
payment are set out in Exhibit "C-l", 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 2. The following exhibit( s) to the Contract is/are hereby amended to read
as set forth in the attachment(s) to this Amendment, which are incorporated in full by this reference:
a. Exhibit "c" entitled "COMPENSATION".
1 Revision July 25,2012
b. Exhibit "C-I" entitled HOURLY RATE SCHEDULE
SECTION 3. Except as herein modified, all other provisions of the Contract,
including any exhibits and subsequent amendments thereto, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have by their duly authorized representatives
executed this Amendment on the date first above written.
METROPOLITAN PLANNING GROUP,
B&l.b~
Name:6tcJPF I. !3fJA/JL£Y
Title: f f2 e'S.
Attachments
EXHIBIT "C" COMPENSATION
EXHIBIT "C-I" HOURLY RATE SCHEDULE
2 Revision July 25,2012
EXHIBIT "C"
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services
performed in accordance with the terms and conditions of this Agreement based on
the hourly rate schedule attached as Exhibit C-I.
The compensation to be paid to CONSULTANT under this Agreement for all
services described in Exhibit "A" ("Services") and reimbursable expenses shall not
exceed $45,000.00. CONSULTANT agrees to complete all Services, including
reimbursable expenses, within this amount. In the event CITY authorizes any
Additional Services, the maximum compensation shall not exceed $0. 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.
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 $0 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 expenses, for such services based
on the rates set forth in Exhibit C-I. 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.
Exhibit C Amendment No.1 Contract S12144798
EXHIBIT "C-l"
HOURLY RATE SCHEDULE
METROPOLITAN PLANNING GROUP
2012 RATE SCHEDULE
STAFF HOURLY RATES
Principal $158.
Proj ect Manger $145.
Senior Planner $13l.
Environmental Planner $125.
Associate Planner $105.
Assistant Planner $79.
AdministrativelPlanning Tech $68.
Exhibit CI Amendment No.1 Contract SI2144798