HomeMy WebLinkAbout2001-09-24 City Council (2)TO:
FROM:
City of Palo Alto
City Manager’s Report
HONORABLE CITY COUNCIL ~
CITY MANAGER DEPARTMENT:PUBLIC WORKS
DATE:SEPTEMBER 24, 2001 CMR:327:01
SUBJECT:APPROVAL OF CONTRACT WITH ARCHITECTURAL
RESOURCES GROUP IN THE AMOUNT OF $134,385 FOR
PRELIMINARY ARCHITECTURAL DESIGN SERVICES FOR THE
CHILDREN’S LIBRARY EXPANSION, CAPITAL IMPROVEMENT
PROJECT 10204
RECOMMENDATION
Staff recommends that Council:
8
Approve and authorize the Mayor to execute the attached contract with
Architectural Resources Group (ARG) in the amount of $134,385 for preliminary
architectural design services for the Children’s Library Expansion.
Authorize the City Manager or his designee to exercise the option to negotiate and
execute one or more change orders to the contract with ARG for related, additional
but unforeseen work which may develop during the project, the total value of
which will not exceed $13,500.
Authorize the City Manager to exercise the option to amend the contract for the
final phases of architectural services, provided the proposed cost for the amended
contract is reasonable, within budget, responsive to the City’s needs, and the
quality of the consultant’s work is acceptable during the preliminary architectural
design services.
BACKGROUND
In May 2000, the City’s Library Advisory Commission (LAC) produced the "New
Library Plan". This document lists the LAC’s recommendations for upgrading the City"s
library system. Specifically, the LAC recommends/creating two resource libraries at the
City’s Main and Mitchell Park Libraries, renovating the three neighborhood libraries
(Terman Park, Downtown and College Terrace), and renovating and expanding the
Children’s Library.
The Children’s Library is part of the Lucie Stem Community Center. The Library was
designed in 1932 by Birge Clark, a prominent local architect, and was constructed in
CMR:327:01 Page 1 of 5
1940. It is a 3,400 square foot, single-story, wood-flamed building. The Library has
been designated a local historic resource. The adjacent Secret Garden is used by the
Library’s patrons, mostly as an overflow space for the children’s programs.
The Children’s Library suffers from deferred maintenance and many of its original
systems need replacement. Accordingly, the building needs to be completely renovated.
Additionally, the Library is severely overcrowded and in need of reorganization and
expansion. The Secret Garden also is in need of renovation.
In April 2000, The Friends of the Palo Alto Library (FOPAL) contracted with ARG to
develop a feasibility study to determine the options for expansion of the Children’s
Library. ARG completed this work and prepared the "Final Feasibility Study for the Palo
Alto Children’s Library". in June 2000. ARG developed six different schemes for the
expansion of the Library, but recommended Scheme 5A as the most suitable. Scheme 5A
calls for a one-story north addition and a two story plus basement south addition to the
Library. The additions add 6,750 square feet, for a total of 10,150 square feet.
In January 2001, the City retained Phillips Swager Associates (PSA) to prepare a program
for the Children’s Library, quantifying the various space needs for a complete and
modem children’s program at the Library. PSA produced two draft programs in early
2001 and then a summary program in May 2001. PSA recommends 11,885 square feet to
house the complete Children’s Library program.
DISCUSSION
Consultant Services Description
The work to be performed under this contract is for the preliminary architectural design
services for the Children’s Library Expansion Project (Project). Preliminary design
services include: analysis of the existing Library, preparation of conceptual designs,
presentation of the conceptual designs to various City organizations and the community,
analysis of the project per California Environmental Quality Act (CEQA) requirements,
preparation of a conceptual design-level construction cost estimate, and the
commencement of preliminary design.
Selection Process
As previously stated, ARG was selected by FOPAL to do the "Final Feasibility Study for
the Palo Alto’s Children’s Library". The selection process was modeled after the City’s
process and City staff from the .Community Services and Public Works Departments
participated in the selection. A Request for Proposal (RFP) was sent to 30 consulting
fn’ms on February 1, 2000. A total of ten firms responded by submitting qualifications
and proposals. Proposals ranged from $16,000 to $64,235.
CMR:327:01 Page 2 of 5
A selection advisory committee consisting of staff from the Public Works Department,
the Libraries Division of the Commu~iry Services Department, and members of FOPAL
reviewed the proposals, and four fir were invited to participate in oral interviews on
March 10, 2000. The committee care~ ty reviewed each firm’s qualifications relative to
the following criteria:
*background in feasibility studies
¯experience in library projects
¯experience in historical building renovation projects
¯previous work for government agencies
ARG was selected because it demonstrated the most extensive experience related to the
selection criteria of all the consultants.
In order to maintain an aggressive timeline for work on the Children’s Library project,
staff feels it is appropriate to select ARG for the preliminary architectural design services.
ARG is intimately familiar with the Children’s Library and the site from its feasibility
study. ARG has provided architectural design services for a number of historical library
renovation and expansion projects in California, including: the Smiley Library in
Redlands, the Brand Library in Glendale, the Carnegie Library in San Luis Obispo, the
Carnegie Library in Paso Robles, the Carnegie Library in Healdsburg, the Carnegie
Library in Sonoma, and the Green Library at Stanford University. ARG received
approval from the State Historic Preservation Officer on many of these projects.
Furthermore, ARG’s principal parmers participated in developing The Secretary of
Interior’s Standards for the Treatment of Historic Properties.
Staff recently met with ARG to deliver a RFP and to discuss the project and schedule.
ARG convinced staff that it is fully qualified and capable in meeting the City’s design
service requirements and the aggressive schedule for the Project.
On August 6, 2001, the City Council reviewed the scope of services for this contract. Its
comments have been incorporated in this proposed contract.
ARG’s fee of $134,385 is within the currently available budget for the project. The fee is
a not-to-exceed amount using ARG’s hourly rates and is consistent with consultant fees
typically charged for preliminary design services.
It is staff’s intent to amend the contract with ARG upon successful completion of the
preliminary design services to include the remaining design services for the project:
schematic design, design development, construction documents and construction support
services. Staff expects this to occur in Fiscal Year 2002-2003 when additional budget
and staff for the project are in place.
CMR:327:01 Page 3 of 5
RESOURCE IMPACT
Funds for this project are available in Capital Improvement Project 10204, Library Master
Plan. Additional funds need to be established in Fiscal Year 2002-2003 to amend this
contract to add the final architectural design phase services.
POLICY IMPLICATIONS
This recommendation does not represent any change to existing City policies.
TIMELINE
Below are listed the various phases of the project with their estimated completion dates:
September 2001
September 2001
October 2001
November 2001
December 2001
January 2002
May 2002
June 2002
July 2002
September 2002
February 2003
May 2003
May 2003
July 2004
Consultant and City meet to set schedule for project
Consultant investigates existing Library systems
Consultant meets with public to discuss project
Consultant presents initial conceptual designs to staff,
Boards and Commissions, and public
Consultant presents final conceptual designs to staff,
Boards and Commissions, and public
Consultant presents final conceptual design to Council
CEQA clearance for project is obtained
Consultant starts preliminary/engineering design
Consultant contract amended to add final design
Consultant completes preliminary/engineering design
Consultant completes final design
City bids, awards and enters into construction contract
Construction starts
Construction complete
ENVIRONMENTAL REVIEW
The preliminary design phase of the Project is statutorily exempt from CEQA. Later
phases of the Project will adhere to the requirements of CEQA. It is too early to ascertain
if the Project will require a Negative Declaration, a Mitigated Negative Declaration, or an
Environmental Impact Report. This will be determined by the City’s Planning
Department upon completion of the conceptual design.
ATTACHMENTS
Attachment A: Contract
PREPARED BY:
BOB MORRIS
Senior Project Manager
CMR:327:01 Page 4 of 5
DEPARTMENT HEAD:
GLENN S. ROBERTS
Director of Public Works
CITY MANAGER APPROVAL:
HARRISON
Assistant City Manager
CMR:327:01 Page 5 of 5
ATTACHMENT A
AGREEMENT
for
PROFESST~.NAL ENGIY~ERING CONSULTANT SERVICES
BE ~’EEN THE ~.~TY OF PALO ALTO AND
ARCHITECTURAL RESOURCES GROUP,
ARCHITECTS, PLANNERS & CONSERVATORS, INC.
THIS AGREEMENT, made and entered into this day of
, 2001, by a:~d between the CITY OF PALO ALTO, a
municipal corporation of California, hereinafter referred to as
"CITY," and ARCHITECTURAL RESOURCES GROUP, ARCHITECTS, PLANNERS &
CONSERVATORS, INC. (Taxpayer Identification No. 94-3211192), a
California corporation, with offices at Pier 9, The Embarcadero,
San Francisco, CA94111, hereinafter referred to as "CONSULTANT";
W I T N E S S E T H:
WHEREAS, CITY desires certain professional consultant
services hereinafter described; and
WHEREAS, CITY desires to engage CONSULTANT to provide
these services by reason of its qualifications and experience for
performing such services and CONSULTANT has offered to provide the
required services on the terms and in the manner set forth herein;
NOW, THEREFORE, in consideration of their
covenants, the parties hereto agree as follows:
mutual
SECTION 1 - DEFINITIONS
I.I
California.
The term "CITY" shall mean the City of Palo Alto,
1.2 City Manager
The term "City Manager" Shall mean the duly appointed
City Manager of the City of Palo Alto, California, or his or her
designated representative.
1.3 City Clerk
The term "City Clerk" shall mean the duly appointed City
Clerk of the City of Palo Alto, California, or his or her
designated representative.
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1.4 Risk Manager
The term "Risk Manager" shall mean the duly appointed
Risk Manager of the City of Palo Alto, California, or his or her
designated representative.
1.5 Project
The term "Project" shall mean the services and
improvements, if any, described in Exhibit "A" entitled "Scope of
Project and Time Schedule," attached hereto and made a part hereof
by this reference.
SECTION 2 - PROJECT COORDINATION
The City Manager will be the representative of CITY for
all purposes under this Agreement. Bob Morris hereby is designated
as the Project Manager for the City Manager and he shall supervise
the progress and execution of this Agreement, and shall be assisted
by Debra Jacobs, the Project Engineer.
2.2 Consultant
CONSULTANT shall assign a single Project Director to have
overall responsibility for the progress and -execution of this
Agreement for CONSULTANT. Bruce Judd hereby is designated as the
Project Director for CONSULTANT. Cathleen Malmstrom shall be
assigned as the Project Coordinator for CONSULTANT and shall
represent CONSULTANT during the day-to-day work on the Project.
Should circumstances or conditions subsequent to the execution of
this Agreement require a substitute Project Director or Project
Coordinator for any reason the Project Director or Project
Coordinator designee shall be subject to the prior written approval
of the Project Manager.
SECTION 3 -SCOPE OF PROJECT
The scope of the Project to be executed by CONSULTANT
under the phases of the Basic Services described in Section 4.1 of
this Agreement, and the time schedule for the Project, are
described in Exhibit "~’.
II
II
II
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SECTION 4 $ DUTIES OF CONSULTANT
4.1 Basic Services
.Stages of Work. The Basic Services shall be furnished inthe stages o~ work as described below and as more particularly
described in Exhibit
4.1.1 Site Assessment
The. Site Assessment shall consist of the following
work and shall include, but not be limited to, the professional
services of architecture, civil, structural, electrical and
mechanical engineering,~iz-~..~t_.-~ ~ .... ...... .~, landscape architec-
ture, and irrigation, as aopilcable. CONSULTANT’S specific respon-
sibilities are described in Task I o~ the Scope of Work.
4.1.2 Buildin~ and Systems Evaluation
The Building and Systems Evaluation shallconsist ofthe fol!owi~g work and shall include, but not be limited to, the
professiona! services of a~chitecture, civi!, s~ruc~ural,
electzical and mechanical engineering, landscape architecture, and
irri~ation, as applicable. CONSULT~T’S soecific responsibilitie~
are described in Task 2 of the Scope of W~rk.
4.!.3 Conceptual D~sign
(a) CONSULTANT’s specificresponsibilities are described in Task 3 of the Scope of Work.
Addit~ooal!y, the CONSULTANT shall consult with CITY to ascertain
the requirements of the Project and shall confirm such requirements
to the Froject Manaqer. Among these requirements are the
incorporation of green building concepts, sustainability, and
general benefit ~nalysis of building systems, and valueengineering.
(b) CONSULTANT shall prepare concep~ua!design studies Consistin~ of drawings and other docLLments
illustrating the scale and relationship of project components and
submit copies the~eo£ for approval by the Project Manager.
(c) CONSULTANT shall submit to theFroJect Manager for review and approval with the Conceptual Design
studies an estimate of probable construction cost based on current
unit costs.
(d) CONSULTANT shall work with CITY’sstaff to secure approvals of the Conceptual Design by City Council
010725 sm 0052782 3
and/or other appropriate committees and commissions. If required
by CITY, CONSULTANT shall make persona! presentations of the
Conceptual Design to the City Counci!, any City Council committee
to which the Project is referred, the PlanningCommission, any
community advisory groups, and/or the Architectura! Review Board.
CONSULTANT shal! attend a minimum of five (5) meetings and a
maximum of eight (8) meetings during this Phase.
(e) Upon written approval by CITY for
Conceptual Design, CONSULTANT shall proceed to Schematic Design.
(f) CONSULTANT shall submit to the
Project Manager, in triplicate, copies of any and all calculations,
sketches, diagrams, computer print outs, and other documents
prepared during this portion of the work.
4.1.4 CEQA Review Preparation
CEQA Review Preparation shall include, but not be
limited to, professionalservices of architecture and engineering
as applicable. CONSULTANT’s specific responsibilities are
described in Task 4 of the Scope of Work.
4.1.5 25% Schematic Desiqn
(a) .~.CONSULTANT’S specific
responsibilities are described in Task 5 of the Scope of Work.
Additionally, the CONSULTANT shall consult with CITY to ascertain
the requirements of the Project and shall confirm such requirements
to the Project Manager.
(b) CONSULTANT shall prepare 25%
schematic design studies consisting of drawings and other documents
illustrating the scale and relationship of project components and
submit five (5) copies thereof for approval by the Project Manager.
(c) CONSULTANT shall work with CITY’s
staff to secure approvals of the 25% Schematic Design by City
Council and/or other appropriate committees and commissions. If
required by CITY, CONSULTANT shall make personal presentations of
Schematic Design to the City Council, any City Council committee to
which the Project is referred, the Planning Commission, any
community advisory groups, and/or the Architectural Review Board.
CONSULTANT shall attend a minimum of one (I) meeting and a maximum
of three (3) meetings during this portion of the work.
(d) Upon written approval by CITY for the
25% Schematic Design, CONSULTANT shall proceed to the Completion of
Schematic Design.
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(e) CONSULTANT shall submit to the
Project Manager, in triplicate, copies of any and all calculations,
sket<hes, diagrams, computer orint outs, and other documents
pre[~<.red during this portion of the work.
4.1.6.Completion of Schematic Desiqn
CONSULTANT’s specific responsibilities are described
in Task 6 of the Scope of Work° Additionally, the other conditions
of Section 4.1.5 shal! apply to this portion of the work.
4.1.7 Design Development
(a) CONSULTANT’s specific
responsibilities-are described in Task 7 of the Scope of Work.
Additionally, the CONSULTANT shall prepare from the approved
schematic design, the design development documents consisting of
drawings and other data to fix and describe the size and character
of the entire Project, including materials and such other
essentials as may be appropriate.
(b) CONSULTANT shall apply the principles
of value engineering to the design of the Project, to achieve the
lowest cost/benefit ratio to CITY over the life cycle of the
facility. "Life cycle costs" are defined as costs incident to
planning, design, construction~operation, and maintenance over the
lifetime of the Project calculated in terms of present value.
CONSULTANT shall submit its written value engineering analysis to
CITY at time of submission of Design Development documents. The
scope of this analysis shall include, but is not limited to, the
following concepts: (I) documentation challenging any criteria
furnished by CITY where a savings in total life cycle cost can be
achieved; and (2) examination of all other design criteria for each
discipline of work where alternate materials and methods of
construction are possible. The analysis shall consist of the
following elements: (I) comparative cost breakdown for direct labor
and material of all selected alternatives; (2) construction and
installation techniques that decrease any item’s life cycle cost
even with a higher initial investment; (3) maintenance and
operating costs; (4) technical references, catalog data, telephone
quotes from suppliers and contractors, names and dates, sketches,
and test data; and (5) a summary statement.
(c) CONSULTANT shall submit five (5)
copies of 50% and five (5) copies of 100% of all pertinent Design
Development documents for review and approval by the Project
Manager.
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(d) CONSULTANT shall submit to the
Project Manager, for review and approval with the Design
Development documents, a revised current estimate of probable
construction cost, in triplicate, based upon refinements of design
that occurred during the Design Development.
(e) If required by CITY, CONSULTANT
shall make personal presentations of the Design Development to the
City Council, any Council committee to which the Project is
referred, the Planning Co~mmission, any community advisory group
and/or the Architectural Review Board. CONSULTANT shall attend a
minimum of one (I) meeting and a maximum of six (6) meetings during
this portion of the work.
(f) CONSULTANT shall submit to the
9roject Manager, in triplicate, copies of any and all calculations,
sketches, diagrams, computer printouts and other documents prepared
during this portion of the work.
(g) Upon written approval by the Project
Manager of the Design Development, CONSULTANT shall proceed to the
Construction Documents.
4.1.8 Construction Documents
(a) .CONSULTANT’s specific
responsibilities are described in Task 8 of the Scope of Work.
Additionally, the CONSULTANT shall prepare from the approved Design
Development documents, for approval by the Project Manager, working
drawings, specifications, and other contract forms setting forth in
detai! the requirements for the construction of the entire Project,
including the necessary technical specifications, special
conditions, bid form and other bidding information, and contract
forms furnished by CITY.
(b) Prior to the advertising for bids,
CONSULTANT shall submit in triplicate to the Project Manager for
review and approva! a final detailed estimate of the probable
construction cost.
(c) CONSULTANT shall attend conferences
with CITY at critical phases of the work and shall assist CITY in
obtaining approval of regulatory agencies when required by such
agencies.
(d) Upon completion of the contract
drawings, specifications, and documents, and at its expense,
CONSULTANT shal! furnish five (5) full-size sets of the contract
010725 sm 0052782 6
drawings, specifications, and documents for approval by the Project
Manager and any other approving authorities.
(e) Upon completion of the approved
contract drawings, specifications, and other documents, CONSULTANT
shall submit the tracings to the Project Manager for signature.
CONSULTANT shall furnish one (i) set of the reproducible plans and
specifications.
(f) CONSULTANT shall submit to the
Project Manager, in triplicate, any revisions to calculations,
sketches, diagrams, computer printouts and other documents that
were initially submitted during the Design Development.
(g) CONSULTANT shall assist CITY at and
after, the pre-bid conference, if required, in obtaining and
analyzing bids, awarding the contract, and in the pre-construction
conference. CONSULTANT shal! be available to answer inquiries
regarding the plans and specifications by contractors and CITY
during the bidding period.
(h)
the construction contract,
Construction Stage.
Upon award ~by the City Council of
CONSULTANT shall proceed to the
4.1.9
Construction Contract
Construction Stage--Administration of the
(a) CONSULTANT’s specific
responsibilities are described in Task 9 of the Scope of Work. The
Construction Stage will commence with the award of the construction
contract and will terminate when final payment is made by CITY to
the contractor or upon the filing and recordation of the notice of
completion, whichever is later.
(b) CITY shall provide
administration of the construction contract.
for the
(c) CONSULTANT shall attendpre-onstruction meetings and answer questions regarding the plans
and specifications prepared by CONSULTANT.
(d) CONSULTANT shall at all times have
access to the work wherever it is in preparation or in progress.
(e) CONSULTANT shall make periodic
visits to the site as necessary to become familiar with the
progress and quality of the work and to determine if the work is
proceeding in accordance with the contract documents. On the basis
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of on-site observations, CONSULTANT shall endeavor to guard CITY
against defects and deficiencies in the work of the contractor,
including advising and consulting with CITY on technical
instructions to the contractor and disapproving the contractor’s
work if it fails to meet the requirements of the contract
documents. CONSULTANT shall not be required to make continuous
on-site inspections to check the quality or quantity of the work,
provided that the limited extent of supervision furnished by
CONSULTANT in no way shall reduce or lessen its responsibility or
liability hereunder. CONSULTANT shall not be responsible for the
construction means, methods, techniques, sequences or procedures,
or for safety precautions and programs employed in connection with
the work, and shall not be responsible for the contractor’s failure
to carry out the work in accordance with the terms of the contract
documents.
(f) CONSULTANT shall interpret the
technical requirements of the contract documents and advise CITY on
the issuance of technical instructions to the contractor.
(g) CONSULTANT shall review and take
appropriate professional action on laboratory, shop and mill tests,
reports of equipment performance, shop drawings, samples, and other
submissions of the contractor for conformance with the design
concept of the Project and for compliance with the construction
contract documents.
(h) CONSULTANT shall prepare
supplementary sketches required in order to clarify or supplement
the original contract d6cuments during, the Construction Stage of
work.
(i) CONSULTANT
preparing change orders.
shall assist CITY in
(j) CONSULTANT shall observe the initial
operation of the Project, or of performance tests required by the
contract plans and specifications.
(k) If required by CITY, CONSULTANT
shall assist CITY in the start-up, testing and operation of the
equipment prior to acceptance of the Project by CITY.
(1) CONSULTANT shall conduct site
visits, accompaniedby a representative of CITY, to determine the
dates of substantial completion and final completion. Further,
CONSULTANT shall make a declaration that the Project is in
conformance with the design concept and is in compliance with the
contract documents.
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(m) CONSULTANT shall attend meetings at
least once each week throughout the Construction Phase with the
contractor and representatives of CITY and shall submit to all
concerned minutes of the meeting attended.
(n) Upon completion of the Work, the
Design Professional shall compile for and deliver to the Client a
reproductible set of Record Documents conforming to the marked-up
prints, drawings, and other data furnished to the Design
Professional by the contractor. This set of Record Documents will
show the reported location of the Work and significant changes made
during the construction process. Because these Record Documents are
based on unverified~information provided by other parties which
will be assumed reliable, the Design Professional cannot and does
not warrant their accuracy.
(o) CONSULTANT shall not be responsible
for damages or injuries caused solely by acts or omissions of the
contractor, or any subcontractor, or any agent or employee of the
contractor or any subcontractor, or of any other persons performing
any of the work.
4.2 Additional Services
CONSULTANT shall perform or obtain any and all of the
following additional services if so authorized in writing by CITY,
and shall be paid as provided in Section 7 of this Agreement:
studies.
(a) Provide financial feasibility or other special
(b) Provide planning surveys or comparative studies of
prospective alternatives.
(c) Revise previously approved drawings, specifications
or other documents to accomplish changes not initiated by
CONSULTANT.
(d) Provide consultation concerning replacement of any
work damaged by fire or other cause during construction, and
furnishing basic professional services of the type set forth in
this Agreement as may be required in connection with the replace-
ment of such work.
(e) Provide professional services made necessary by the
default of the contractor in the performance of the construction
contract.
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(f) Provide services, other than the completion of the
Record Drawings and the related Project close-out, after fina!
payment to the contractor.
(g) Provide services as an expert witness in connection
with any public hearing, arbitration proceeding, or proceeding of
a court of record.
(h) Make detailed mill, shop,
inspection of materials and equipment.
and/or laboratory
(i) Furnish property, boundary, rights-of-way,
topographic and utility surveys, and related office computations
and drafting and surveying.
(j) Furnish field surveys, photogrammetry, and~ field
lay-outs of construction.
(k) Furnish special photography, models, printed reports
and additional copies of contract drawings and documents above the
number specified in this Agreement.
(1) Perform soils investigations and other soils
engineering services before design and/or during construction.
(m) Prepare applications and supporting documents for
governmental grants or advances for public works projects, and
implementing such grants or advances.
(n) Incur travel and subsistence expenses for CONSULTANT
and its staff beyond those normally required under Basic Services
of this Agreement.
(o) Prepare operation and maintenance manual.
(p) Perform any other services that may be agreed upon
by the parties subsequent to the execution of this Agreement.
(q) (I) The Design Professional shall visit the project
at appropriate intervals during construction to become generally
familiar with the progress and quality of the contractor’s work and
to determine if the work is proceeding in general accordance with
the Contract Documents. The Client has not retained the Design
Professional to make detailed inspections or to provide exhaustive
or continuous project review and observation services. The Design
Professional does not guarantee the performance of and shall have
no resPonsibility for, the acts or omissions of any contractor,
subcontractor, supplier or any other entity furnishing materials or
performing any work on the project.
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If the Client desires more extensive project observatio~
or full-time project representation, the Client shall request such
services be provided by the Desicn Professiona! as Additional
Ser~:ces in Accordance. with the terms of this Agreement.
(2) Such Project representative shall be selected,
employed and directed by CONSULTANT or subconsultants, and CITY
agrees to pay to CONSULTANT and/or subconsultants, for the services
of the Project representative, a sum equal to the multiple of i.I
times the direct personnel expense incurred by CONSULTANT in
employing the Project representative. The term "direct personnel
expense" is defined in Section 7 of this Agreement. For the
purposes of this provision, the Project representative’s time spent
traveling from CONSULTANT’s and/or subconsu!tant’s office to and
from the job-site shall be calculated as an additional service, as
shall be the time spent on the job-site and preparing the reports
required hereunder. The direct personne! expense to CONSULTANT for
the Project representatives shall be as indicated in Exhibit "B"
but shall not exceed ten percent (10%) of direct personne! expense.
(3) Such Project representatives shall visit the
site of construction as required by the needs of the Project and at
least every other day over the term of construction, provided .there
actually is work in progress. The Project representative shall
file a written report with the Project Manager setting forth the
nature, scope, character and progress of the work performed at the
site immediately after each visit to the site.
(4) Through the on-site observations by the Project
representative of the work in progress, CONSULTANT and/or its
subconsultants shall assure further protection of CITY against
defects in the work, but the furnishing of such Project representa-
tion shall not make CONSULTANT and/or subconsultants responsible
for construction means, methods, techniques, sequences or proce-
dures, or for safety precautions and programs, or for the contrac-
tor’s failure to perform the work in accordance with the contract
documents. Nothing in this Agreement abrogates the professional
responsibilities of CONSULTANT and/or its subconsultants with
respect to design defects, errors, omissions, or malpractice.
4.3 General Duties of Consultant
4.3.1 CONSULTANT represents that it has the
expertise and professional qualifications to furnish the services
described under this Agreement. CONSULTANT further declares that
one or more members or employees of its firm and that of its
subconsultants, if any, are licensed by the State of California to
perform their services, if required, and that these services will
be performed by them or under their supervision. CONSULTANT shall
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furnish to CITY for approval, prior to execution of this Agreement,
a list of all firms or corporations to be employed as
subconsultants.
4.3.2 The Americans with Disabilities Act (ADA)
provides that alterations to facility must be made in such a manner
that, to the maximum extent feasible, the altered portions of the
facility are readily accessible to and by individuals with
disabilities. The Client acknowledges that the requirements of the
ADA will be subject to various and possibly contradictory
interpretations. The Design Professional, therefore, will use his
or her reasonable.professional efforts and judgment to interpret
applicable ADA requirements and other federal state and local laws,
rules, codes, ordinances, and regulations as they apply to the
project. The Design Professional, however, cannot and does not
warrant or guarantee that the Client’s project will comply with all
interpretations of the ADA requirements and/or the requirements of
other federal, state and local laws, rules, codes, ordinances and
regulations as they apply to the project.
4.3.3 CONSULTANT at no extra cost to CITY shall
prepare in the contract documents alternative bid items, in
addition to base bid items, in compliance with Section 6 hereof.
4.3.4 CITY reserves the right to retain the
services of a construction cost-consultant to prepare estimates of
cost independent of those prepared by CONSULTANT during each phase
of design. CONSULTANT shall meet with the construction cost
consultant and CITY representatives to resolve major differences in
their respective estimates.
4.3.5 CONSULTANT shall furnish CITY with every
reasonable opportunity for CITY to ascertain that the services of
CONSULTANT are being performed in accordance with the requirements
and intentions of this Agreement.
SECTION 5 - DUTIES OF CITY
5.1 CITY shall provide full information regarding its
requirements for the Project.
5.2 CITY shall examine documents submitted by CONSULTANT
and shall render decisions pertaining thereto promptly, to avoid
unreasonable delay in the progress of CONSULTANT’s work.
5.3 CITY shall furnish a land survey of the site
including, as applicable, grades and lines of streets, alleys,
pavements and adjoining property; rights of way, restrictions,
easements, encroachments, zoning, deed restrictions, boundaries and
010725 sm 0052782 12
contours of the site; locations, dimensions and complete data
pertaining to existing b~Idings, other improvements, and trees;
and known information c< ~erning available service and utility
lines both public and p~ ~ate, above nd be!ow grade, including
inverts and depths..
5.4 CITY shall furnish environmental, structural,
mechanical and other laboratory tests, inspections and reports as
required by law or by the contract documents.
5.5 CITY shall furnish such legal, accounting and
insurance counseling services as may be necessary for the Project,
and such auditing services as may be required to ascertain how or
for what purposes the contractor has used the moneys paid to it
under the construction contract.
5.6 The services, information, surveys and reports
required by paragraphs 5.1 and 5.3 through 5.5 inclusive shall be
furnished at CITY’S expense, and CONSULTANT shall be entitled to
rely upon the accuracy thereof.
5.7 If CITY observes or otherwise becomes aware of any
fault or defect in the Project or nonconformance with the contract
documents, CITY to the extent it is feasible to do so shall give
prompt written notice thereof to CONSULTANT.
SECTION 6 - EXCESS ESTIMATED CONSTRUCTION COST AND BID
6.1 Bids in Excess of Final Estimate of Construction
Cost
If the lowest responsible bid for the Project received by
CITY exceeds one hundred ten percent (110%) of the amount of the
approved final detailed estimate of construction cost, CITY shall
(a) give written approval of an increase in such fixed limit, or
(b) authorize rebidding of the Project within a reasonable time, or
(c) cooperate in revising the Project scope and quality as required
to reduce the construction cost. In the case of (c), CONSULTANT,
without additional charge, shall modify the drawings and
specifications as necessary to bring the construction cost within
the fixed limit. The providing of this service shall be the limit
of CONSULTANT’s responsibility in this regard, and having done so,
CONSULTANT shall be entitled to its fees in accordance with Section
7 of this Agreement.
6.2 Fixed Maximum Limit of Construction Cost
When a fixed maximum limit of construction cost is
established as a condition of this Agreement, pursuant to
010725 sm 0052782 ! 3
subparagraph (c) of paragraph 6.1, CONSULTANT shall be permitted to
determine, with approval of the Project Manager, the materials,
equipment, component systems, and types of construction which are
to be included in the contract documents to bring the Project cost
within the amount of the fixed limit; however, at all times
hereunder, the principles of value engineering shall be adhere~ to
as mentioned in Section 4.1.7(b) hereof. CONSULTANT also may make
adjustments in the scope of the Project and include in the contract
documents alternate bids to adjust the construction costs to the
fixed limit, all with the express prior approval of the Project
Manager.
6.3 Construction Cost Estimate
The statements of probable construction cost and detailed
fina! estimate 9f construction cost prepared by CONSULTANT
represent its best judgment as a design professional familiar with
the construction industry. It is recognized, however, that neither
CONSULTANT nor CITY has any control over the cost of labor,
materials or equipment, over the contractors’ methods of
determining bid prices, or over competitive bidding or market
conditions. Accordingly, CONSULTANT cannot and does not guarantee
that bids will not vary from any statement of probable construction
cost or other cost estimate prepared by CONSULTANT.
SECTION 7 - PAYMENT~
Payment shall be made by CITY only for services rendered
and within thirty (30) days of submission of monthly progress
payment requests. Each invoice shall be itemized as to the type of
payment described in this section.
7.1 Consultant’s Fees
Inconsideration for the full performance of the Basic
Services and Reimbursable Expenses described in Sections 4.1.1
through 4.1.4 and 7.1.5 of this Agreement, CITY agrees to pay
CONSULTANT a fee not to exceed One Hundred Nine Thousand Four
Hundred Fifty Five Dollars ($109,455) for the Tasks 1-4. At the
conclusion of Task 4, and in consideration for the full performance
of the Basic Services and Reimbursable Expenses described in
Sections 4.1.5 and 7.1.5 of this Agreement, CITY agrees to pay
CONSULTANT a fee not to exceed Twenty Four Thousand Nine Hundred
Thirty Dollars (24,930) for Task 5. At the conclusion of the Tasks
1-5, a not-to-exceed fee will be negotiated for the remaining tasks
as required and will be based on the estimated value of work
resulting from the completed work.
010725 sm 0052782 14
The amount of CONSULTANT’S compensation shall be
calculated as set forth in Exhibit "B", entitled "Rate Schedule,"
attached hereto and made a part hereof by this reference, on a time
and materials basis, up to the maximum amount set forth in this
paragraph 7.1.
7.1.1 Subconsultants. Fees for subconsultants,
hired directly by CONSULTANT, shall be approved by CITY in advance
of incurring such fees.
7.1.2 For Additional Services.For
CONSULTANT’S additional services, as described in Section 4 of this
Agreement, compensation shall be as prescribed in Exhibit B but
shall not exceed Thirteen Thousand Five Hundred Dollars ($13,500).
An employee’s time shall be computed by the rate schedules in
Exhibit B.The rate schedules shall be updated on December 1 of
each year.
7.1.3 For Extra Work or Changes. Payment for
extra work or changes in the work not initiated by CONSULTANT and
authorized in writing by the Project Manager shall be made within
thirty (30) days of submission by CONSULTANT of a statement in
triplicate of itemized costs covering such work. Prior to
commencing such extra work or changes, CONSULTANT and CITY shall
agree upon an estimated not-to-exceed cost for such extra work. In
no event shall CONSULTANT be paid for design work or change order
preparation which is necessary because of CONSULTANT’s errors or
oversights.
7.1.4 Calculation of Direct Personnel Expense.
Direct personnel expense of employees engaged on the Project by
CONSULTANT shall include only the work of architects, engineers,
designers, job captains, draftspersons, specification writers and
typists, in consultation, research and design, in producing
drawings, specifications and other documents pertaining to the
Project, and in services during construction at the site. Included
in the cost of direct personnel expense of these employees are
salaries and mandatory and customary benefits such as statutory
employee benefits, insurance, sick leave, holidays and vacations,
pensions and similar benefits.
7.1.5 Reimbursable Expenses.Reimbursable
Expenses under the Agreement shall not exceed Five Thousand Dollars
($5,000). Reimbursable Expenses are in addition to the compensation
for Basic and Additiona! Services and include actual expenditures
made by CONSULTANT, its employees, or its professional consultants
in the interest of the Project for expenses listed in [he following
paragraphs:
0]0725 sm 0052782 1 5
(a) Expense~ in connection with the
Project for long distance telephone calls and telegrams and fees
paid for securing approval of authorities having jurisdiction over
the Project.
(b) Expense of reproduction, graphfcs,
postage and handling of drawings and specifications, except for
those required to be furnished by CONSULTANT in Section 4 and for
use in CONSULTANT’s office.
(c) Only if authorized in advance in
writing by CITY, expense of overtime work requiring higher than
regular rates, expense of renderings or models for CITY’s use, and
expense of computer time when used in connection with Additional
Services under Section 4.
7.2 Payment Schedule
7.2.1 For Basic Services. Payments for Basic
Services shall be made monthly in progress payments in proportion
to the services performed for each Stage. The final progress
payment shall be made by CITY after CONSULTANT has submitted all
required Record Drawings and reports.
7.2.2 For Additional Services. Payments for
Additional Services of CONSULTANT as defined in Section 4 shall be
made as part of the monthly progress payments for services
rendered.
7.2.3 For Reimbursable Expenses. Payments for
Reimbursable Expenses of CONSULTANT shall be made as part of the
monthly progress payments for services rendered.
7.2.4 Deductions. No deductions shall be made
from CONSULTANT’s compensation on account of penalties, liquidated
damages, or other sums withheld from payments to contractors.
7.2.5 Payment Upon Suspension or Abandonment of
Project. if the Project is suspended for more than three months or
abandoned, in whole or in part, CONSULTANT shall be paid its
compensation for services performed prior to receipt of written
notice from CITY of such suspension or abandonment, together with
additional and reimbursable expenses then due. If the Project is
resumed after being suspended for more than ninety (90) days, any
change in CONSULTANT’s compensation shall be subject to
renegotiation and, if necessary, approval by the Palo Alto City
Council (the "City Council"). If this Agreement is suspended or
terminated for fault of CONSULTANT, CITY shall be obligated to
compensate CONSULTANT only for that portion of CONSULTANT’s
010725 sm 0052782 16
services which are o~’Denefit to CITY, as such deter~nination may be
made by the City Manager in the reasonabl~ exercise of his or her
discretion.
SECTION 8 -PROGRESS AND COMPLETION
8.1 Term of Agreement; Time Is o~ the Essence
The term of this Agreement shall conunence upon its
execution by CITY. The Conceptual Design of the work shall start
immediately upon receipt by CONSULTANT of a Notice to Proceed. Work
on each successive phase of service as specified in Section 4 of
this Agreement shall proceed sequentially by stages and pha~s upon
CITY’s written notification thereof and, until receiving such
notification, CONSULTANT shall not proceed with any subsequent item
of service. The parties he~eto agree ~hat time is o~ the essence
of this Agreement. This Agreement shall terminate December 31,
2002.
8.2 Time of Completion of Each Phase
CONSULTANT agrees to perform the phased services within
~he time limits set forth under the time schedule in Exhibit A
provided, however, that any change in the scope of services may
require a revised time table.
The Construction Stage, if any, shall b~ dependant upon~he length of the contract, but in no @vgnt shall CONSULTANT submit
Record Drawings later than ~~&~ays after completion of
construction work, as determined in writing by the Project Manager.
CITY agrees to exercise due diligence in performing itstasks to implement CONSULTANT’s time table provided under Exhibit
8.3 ~!t~’s Reviewand Approval
Between each phase of work there shall cxist a ~eview and
approval period by CITY. CiTY shall exercise due diligence to
complete these tasks; however, it is recognized that the
innerre!ated exchange of information among C!TY’s various
departments makes it impossible to set a specific time schedule.
~ormally, CITY’s estimated period of review and approval wil! be
furnished to CONSULTAN’!’ at the time of submission of each phase of
the work. If established review periods are exceeded, the schedule
for subsequent phases shall be revised, adjusted and mutually
agreed upon~
/ /
8.4 Extension of Time of Completion
In the event the services called for under this Agreement
are not completed by CONSULTANT within the time specified, CITY
shal! have the option to extend the time of completion. This
paragraph does not preclude the recovery of damages for delay of
either party.
SECTION 9 -CHANGES IN WORK
CITY may order major changes in scope or character of
work, either decreasing or increasing the amount of CONSULTANT’S
services. In the event that such changes are ordered, CONSULTANT
shall be entitled to full compensation for all work performed prior
to receipt of no£ice of change. Increased compensation for major
changes shall be determined in accordande with Section 7 of the
Agreement, but in no event shall CITY be liable for payment unless
the amount of such extra compensation shall first have been agreed
to in writing by CITY.
In the event that major changes are ordered pursuant to
this section, the schedule for progress and completion in Section
8 of this Agreement, and compensation under~ Section 7 of this
Agreement, shall be adjusted by negotiation between CONSULTANT and
CITY, subject to approval, if necessary, bythe City Council.
SECTION i0 -TERMINATION OR SUSPENSION OF AGREEMENT
I0.I Cancellation by Consultant
CONSULTANT may terminate this Agreement or suspend work
on the Project by providing thirty (30) days written notice thereof
to CITY, but only in the event of substantial failure of
performance by CITY or in the event CITY abandons or indefinitely
postpones the Project,
10.2 Cancellation by City
Without limitation to such rights or remedies as CITY
shall otherwise have by law, CITY may terminate this Agreement or
suspend work on the Project with or without cause, by providing
fifteen (15) days written notice thereof to CONSULTANT, or
immediately after submission to CITY by CONSULTANT of any completed
item of service specified in Section 4 of this Agreement.
CONSULTANT agrees to cease all work under this Agreement upon
receipt of said written notice.
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010725 sm 0052782 18
10.3 Compensation of Consultant
Te~ nation of this Agreement
in the Event of
In the~ event of termination of this Agreement or
suspension of work on the Project by either CITY or CONSULTANT as
provided herein, CONSULTANT shall receive compensation as foll~ws:
(a) For approved items of service under Section 4
of this Agreement, compensation shall be in the amount outlined
under Section 7 of this Agreement for the items of service fully
performed by CONSULTANT.
(b) For items of service on which a Notice to
Proceed has been issued by CITY, but which have not been fully
completed and approved, CONSULTANT shall be compensated for the
items of service in an amount which bears the same ratio to the
total fee otherwise payable for the performance of the service as
the service actually rendered bears to the total service necessary
for the full performance of the item of service.
(c) In no event shall the total compensation paid
in the immediately preceding paragraphs exceed the payment
specified in Section 7 for the respective items of service to be
furnished by CONSULTANT.
(d) Notwithstanding anything in the preceding
paragraphs, upon termination for fault of CONSULTANT, CITY shall be
obligated to pay for only that portion of the service which can be
incorporated in the Project.
10.4 Duties of City and Consultant
Upon termination of this Agreement or suspension of work
on the Project by either CITY or CONSULTANT, as provided herein,
all duties of CITY and CONSULTANT, as set forth in Sections 4 and
5 hereinabove, shall terminate.
SECTION II - CONSULTANT’S ACCOUNTING RECORDS
Records of the following expenses pertaining to the
Project shall be kept by CONSULTANT in accordance with generally
recognized accounting principles and shall be made available to
CITY at mutually convenient times during the term of this Agreement
and for three (3) years following the termination of this
Agreement:
expenses.
(a) Direct personnel expenses, including consultant
(See Section 7 of this Agreement.)
010725 sm 0052782 1 9
(b)Reimbursable expenses. (See Section 7 of this
Agreement).
(c) Expenses pertaining to Additional Services.
(See Section 7 of this Agreement.)
SECTION 12 - OWNERSHIP OF DOCUMENTS
12.1 Ownership of Materials
The client acknowledges the Design Professional’s
construction documents as instruments of professional service.
Nevertheless, the plans and specifications prepared under this
Agreement shall become the property of the Client upon completion
of the work and payment in ful! of all monies due to the Design
Professional. The client shall not reuse or make any modification
to the plans and specifications. The Client agrees, to the fullest
extent permitted by law, to indemnify and hold the Design
Professional harmless from any claim, liability, or cost (including
reasonable attorney’s fees and costs of defense) arising or
allegedly arising out of any reuse or modification of the
construction documents by the Client or any person or entity which
acquires or obtains the plans and specifications.
12.2 Transfer to City
Upon termination under Section I0 of this Agreement and
upon CITY’s payment of the amount required to be paid under same
section, the originals and all drawings, calculations,
specifications and any similar documents shall become the property
of CITY, and CONSULTANT shall transfer them to CITY, upon request,
without additiona! compensation. CITY shall have the right to
utilize any completed or uncompleted drawings, estimates,
specifications, and any other documents prepared hereunder by
CONSULTANT.
SECTION 13
INDEPENDENT OF CITY
INTEREST OF CONSULTANT;CONSULTANT
In accepting this Agreement, CONSULTANT covenants that it
presently has no interest, and shall not acquire any interest,
direct or indirect, financial or otherwise, which would conflict in
any manner or degree with the performance of the services
hereunder. CONSULTANT further covenants that, in the performance
of this Agreement, no subcontractor or person having such an
interest shall be employed. CONSULTANT certifies that no one who
has or will have any financial interest under this Agreement is an
officer or employee of CITY.
010725 sm 0052782 2 0
It is expressly agreed that in the performance of the
professional services required under this Agreement CONSULTANT, and
any of its subconsultants or employees, shall at all times be
considered independent contractors and not agents or emp!oyees of
CITY.
SECTION 14 - OUTSIDE CONSULTANTS
CONSULTANT shall be responsible for employing all outside
consultants (subconsultants) necessary to aid CONSULTANT in the
performance of the services listed in Section 4 of this Agreement;
provided, however, that all such subconsultants shall receive prior
approva! of CITY in writing and shall remain acceptable to CITY
during the term of this Agreement.
SECTION 15 - INDEMNITY
CITY agrees to protect, indemnify, defend and hold
harmless CONSULTANT, its Council members, officers, agents, and
employees from any and all claims, demands or liability of any
nature, including death or injury to any person, property damage or
any loss, caused by or arising out of CITY’s, its officers’,
agents’, subconsultants’ or employees’ negligent acts, errors or
omissions, or willful misconduct, or conduct for which the law may
impose strict liability on CITY in the performance of or failure to
perform its obligations under <his Agreement.
SECTION 16 - INSURANCE
16.1 Insurance Coverage
CONSULTANT, at its sole cost and expense, shall obtain
and maintain, in full force and effect throughout the entire term
of this Agreement, the insurance coverage described in Exhibit "C"
to this Agreement, attached hereto and made a part hereof by this
reference, insuring not only CONSULTANT and its subcontractors, if
any, but. also, with the exception of workers’ compensation,
employer’s liability and professional liability insurance, naming
as additiona! insureds CITY, its Council members, officers, agents,
and employees, and each of them, concerning this Agreement and the
Project.
All insurance coverage required hereunder shall be
provided through carriers with a Best rating of A:VII or higher
that are admitted to do business in the State of California. Any
and all subcontractors of CONSULTANT under this Agreement shall
obtain and maintain, in full force and effect throughout the term
of this Agreement, identical insurance coverage with CITY named as
additional insured under such policies as required above.
010725 sm 0052782 21
16.2 Evidence of Coveraq9
Certificates of such insurance, preferably on the forms
provided by CITY, shall be filed with CITY concurrently with the
execution of this Agreement. The certificates shall be subject, to
the approva! of the Risk Manager and shall contain an endorsement
stating that the insurance is primary coverage and will not be
cancelled or altered by the insurer without thirty (30) days prior
written notice to CITY of such cancellation or alteration, and that
the City of Palo Alto is named as an additional insured except in
policies of workers’ compensation, employer’s liability, and
professional liability insurance. Current certificates of such
insurance shall be kept on file at all times during the term of
this Agreement with the City Clerk.
16.3 No Limit of Liability
The procuring ofsuch required policy or policies of
insurance shall not be construed to limit CONSULTANT’s liability
hereunder nor to fulfill the indemnification provision and
requirements of this Agreement under Section 15 hereof.
Notwithstanding said policy or policies of insurance, CONTRACTOR
shall be obligated for the full and total amount of any damage,
injury, or loss caused ~by the services performed under this
Agreement, including after the Agreement has terminated or eXpired.
SECTION 17 -WORKERS" COMPENSATION
CONSULTANT, by executing this Agreement, certifies that
it is aware of the provisions of the Labor Code of the State of
California which require every employer to be insured against
liability for workers’ compensation or to undertake self-insurance
in accordance with the provisions of that Code, and certifies that
it will comply with such provisions before commencing the
performance of the work under this Agreement.
SECTION 18 - CORRECTION OF ANY ERRORS, OMISSIONS, AND
AMBIGUITIES IN CONTRACT DOCUMENTS
Any errors, omissions, or ambiguities in the contract
documents prepared by CONSULTANT which are discovered before the
Project is invited for bid shall be corrected by CONSULTANT without
cost to CITY. CONSULTANT services required to make changes in
construction resulting from errors, omissions, or ambiguities in
the contract documents which are discovered after the contract is
awarded shall be performed by CONSULTANT without cost to CITY only
insofar as they result in unnecessary or non-beneficial changes in
construction. CONSULTANT services required to make changes in
construction resulting from errors, omissions, or ambiguities in
010725 sm 0052782 2 2
the contract documents which are discovered after the contract is
awarded shall be performed by CONSULTANT and shall be paid for by
CITY only insofar as they add a benefit to the construction work.
SECTION 19 - AUDITS
CONSULTANT agrees to 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
such records for at least three (3) years after the termination of
this Agreement.
SECTION 20 - AGREEMENT BINDING
The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind,-the heirs, successors, executors,
administrators, assigns, and subcontractors, as the case may be, of
both parties.
SECTION 21 - NONASSIGNABILITY
21.1 Personal Services of Consultant
Both parties hereto recognize that this Agreement is for
the personal services of CONSULTANT and cannot be transferred,
assigned, or subcontracted by CONSULTANT without the prior written
consent of CITY.
21.2 Services of Subconsultants and Their Employees
CONSULTANT shall be responsible for employing or engaging
all persons necessary to perform the services of CONSULTANT
hereunder. No subconsultant of CONSULTANT will be recognized by
CITY as such; rather, all subconsultants are deemed to be employees
of CONSULTANT, and it agrees to be responsible for their
performance. CONSULTANT shall give its personal attention to the
fulfillment of the provisions of this Agreement by all of its
employees and subconsu!tants, if any, and shall keep the work under
its control. If any emp!oyee or subconsultant of CONSULTANT fails
or refuses to carry out the provisions of this Agreement or appears
to be incompetent or to act in a disorderly or improper manner, he
or she shall be discharged immediately from the work under this
Agreement on demand of CITY.
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010725 sm 0052782 2 3
SECTION 22 -RELIANCE UPON PROFESSIONAL SKILL OF
CONSULTANT
It is mutually understood and agreed by and between the
parties hereto that CONSULTANT is skilled in the professional
calling necessary to perform the work agreed to be done hereunder
and thatCITY relies upon the skill of CONSULTANT to do and perform
the work in the most skillful manner, and CONSULTANT agrees to thus
perform the work. The acceptance of CONSULTANT’s work by CITY does
not operate as a release of CONSULTANT from the obligation.
SECTION 23 -NO IMPLIED WAIVER
No payment, partial payment, acceptance or partial
acceptance by CITY shall operate as a waiver on the part of CITY of
any of its rights under this Agreement.
SECTION 24 - WAIVERS
The waiver by either party of any breach or violation of
any term, covenant, or condition of this Agreement or of any
provisions of any ordinance or law shall not be deemed to be a
waiver of such term, covenant, condition, ordinance or law or of
any subsequent breach or violation of the same or of any other
term, covenant, condition, ordinance or law. The subsequent
acceptance bY either party of any fee or other money which may
become due hereunder shall not be deemed to be a waiver of any
preceding breach or violation by the other party of any term,
covenant, or condition of this Agreement or of any applicable law
or ordinance.
SECTION 25 -COSTS AND ATTORNEYS’ FEES
The prevailing party in any action brought to enforce the
terms of this Agreement or arising out of this Agreement may
recover from the other party its reasonable costs and attorneys’
fees expended in connection with such an action from the other
party.
SECTION 26 -NONDISCRIMINATION; PENALTY
26.1 Duty of Consultant
No discrimination shall be made in the employment of
persons under this Agreement because of the age, race, color,
nationa! origin, ancestry, religion, disability, sexual preference,
or sex of such person. If the value of this Agreement is, or may
be, Five Thousand Dollars ($5,000) or more, CONSULTANT agrees to
meet all requirements of the Palo Alto Municipa! Code pertaining to
010725 sm 0052782 2 4
nondiscrimination in emp!ment, including completing the
"Compliance Report--Nondiscr ~ ~.nation Provisions of City of Palo
Alto Contracts" on the form furnished by CITY and attached hereto
as Exhibit "D" and made a part hereof by this reference.
CONSULTANT agrees that each agreement for services from
independent providers shall contain a provision substantially as
follows:
"Provider shall provide CONSULTANT with a
certificate stating that he or she is currently in
compliance with all Federal and State o~f California laws
covering nondiscrimination in employment; and that he or
she will not discriminate in the employment of any person
under this contract because of the age, race, color,
national origin, ancestry, religion, disability, sexual
preference or sex of such person."
26.2 Penalty for Discrimination
If CONSULTANT is found in violation of the
nondiscrimination provisions of the State of California Fair
Employment Practices Act or similar provisions of federal law or
executive order in the performance of this Agreement, it shall
thereby be found in material breach of this Agreement. Thereupon,
CITY shall have the power to cancel or suspend this Agreement, in
whole or in part, or to d~duct from~ the amount payable to
CONSULTANT the sum of Twenty-five Dollars ($25) for each person for
each calendar day during which such person was discriminated
against, as damages for breach of contract, or both. Only a
finding of the State of California Fair Employment Practices
Commission or the equivalent federal agency or officer shall
constitute evidence of a violation of contract under this section.
SECTION 27 -ARBITRATION
Upon agreement of the parties any controversy or claim
arising out of or relating to this Agreement may be settled by
arbitration in accordance with the Rules of the American
Arbitration Association, and judgment upon the award rendered by
the arbitrators may be entered in any court having jurisdiction
thereof.
SECTION 28 -NOTICES
All notices hereunder shall be given in writing and
mailed, postage prepaid, by certified mail, addressed as follows:
010725 sm 0052782 2 5
To CITY:
To CONSULTANT:
Office of the City Clerk
Post Office Box 10250
Palo Alto, California 94303
Attention of the Project Director
at the address of CONTRACTOR recited
above
SECTION 29 - ALL COVENANTS ARE CONDITIONS
All provisions of this Agreement are expressly made
conditions.
AMENDMENT
SECTION 30 -AGREEMENT CONTAINS ALL UNDERSTANDINGS;
This document represents the entire and integrated
agreement between CITY and CONSULTANT and supersedes all prior
negotiations, representations, and agreements, either written or
ora!.
This document may be amended only bywritten instrument,
signed by both CITY and CONSULTANT.
SECTION 31 - GOVERNING LAW
This Agreement shall"be governed by the laws of the State
of California.
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OlOV2~ sm 0052782
IN WITNESS" WHZKEOF, C~TY and CONSULTANT have executed
this Agreement the day and year first above written.
ATTEST :CITY OF PALO ALTO
City Clerk Mayor
APPROVED AS TO FORM:
City Attorney
APPROVED:
Assistant City Manager
Director of Administrative
Services
Director of Public Works--
Risk Manager
ARCHITECTURAL RESOURCES GROUP
ARCHITECTS, PLANNERS &
CONSERVATORS, INC.
Title:President
Name :David Wessel
Title:Secretary
Taxpayer Identification NO.
94-3211192
At t achment s :
EXHIBIT "A" :
EXHIBIT "B" :
EXHIBIT "C" :
EXHIBIT "D":
(Compliance with Corp, Code ~ 313 is
required if the e~tiU7 on whose behalf
this contract is signed is a :orpora~!on.
~n the alter~aziv~, a certified corporate
authori~Z of the ~ndividum]s signing in
SCOPE OF PROJECT & TIME SCHEDULE
RATE SCHEDULE (ARG’s razes)
INSURANCE
NONDISCRIMINATION COMPLIANCE FORM
010725 sm 0052782 2 7
CERTIFICATE OF ACKNOWLEDGEMENT
(Civil Code ~ 1189)
a No~ary_.Pubi~ in.. and :for salad Cqunty and Stato, personally
appeared,~~’K~~.~ ~,~_! , personally known to msor provec to me on the basis of satisfactory evidence to be the
person(s) whose name (s) is/are subscribed to the within instrument
and acknowledged to me that ~e/she/they executed the same in
his/her/~heir authorized cap~city(ies), and ~hat by his/her/their
signature(s) on the instrument the person(s), or the entity upon
behalf of wh.ich the person(s) acted, executed the instrument.
WITNESS my hand and official meal.
i
. gnature of Notary ~ubl~c
010725 sm 0052782 2 8
EXHIBIT "A"
PALO ALTO CHILDREN’S LIBRARY EXPANSION
July 19, 2001
Scope of Work by Task Outlined in the RFP
Task 1. Site Assessment (including Preparation Work)
a.Prepare for site visit/meeting #1 - Review programming document and other reports
b.Meeting #! with City representatives to coordinate schedule
c.Site visit.#1 with ARG consultants at Library
1) Measure building to conf’trrn base plans and existing conditions
2) Meet with consultants on-site to walk-through and discuss approach
d.Revise base plans and generate elevations and sections in AutoCAD
Task 2. Building and Systems Evaluation
a=
No
go
Review and.update architectural existing conditions based on Feasibility Study and
site visit
Review and Update Structural/Seismic Evaluation
Review and Update Accessibility Evaluation
Perform systems evaluations of the existing buildinkg (based on Site Visit #1 and
Existing Reports)
1)Mechanical
2)Electrical and telecommunications
3)Life safety
Coordinate with Landscape Architect and Historical Landscape Consultant to
review and update "Secret Garden" Landscape Report
Coordinate with Geotechnical Engineer to review existing geotechnical reports with
foundation recommendations
Summarize all evaluations in bound Report. Produce and submit 3 copies of
Building Evaluation Report to the City
ARCHITECTURAL RESOURCES GROUP
Architects, Planners & Conservators, Inc.
PALO ALTO CHILDREN’S LIBRARY EXPANSION
July 19, 2001
Task 3.
ao
Conceptual Design
b°
Co
£
g.
h.
Incorporate program requirements from "Building Program Summary for the
Children’s Library" into the Conceptual Design Scheme
1) Acknowledging that the maximum building area of Scheme 5A is less than
the program requirements, develop space allocation diagrams and adjacency
layouts
2)Meet with City representatives to resolve area discrepancies between the
Conceptual Design and the Program
Prepare Conceptual Design based on Scheme 5A from the Feasibility Study and
resolution of program space issues
Present initial Conceptual Design to City, LAC, ARB, HRB and Community in 5
meetings
Revise initial Conceptual Design in response to comments
Present Revised Conceptual Design to City, LAC, ARB, HRB and Community in 3
meetings
Finalize Conceptual Design in response to comments
Present Final Conceptual Design to City Council (one presentation)
Work with Cost Estimator to prepare Cost Estimate based on Final Conceptual
Design
Products during this phase may also include conceptual renderings to assist in public
presentation of the plan, which would be coordinated by ARG and produced by an
architectural renderer (fee for this would be separate and developed in conjunction with
the City).
ARCHITECTURAL RESOURCES GROUP
Architects, Planners & Conservators, Inc.
PALO ALTO CHILDREN’S LIBRARY EXPANSION
July 19, 2001
Task 4. CEQA Review Preparation
C=
Task 5.
Prepare and submit analysis of expansion and remodel design relative to CEQA.
Analysis will take into account The Secretary of the Interior "s Standards for
Rehabilitation and Guidelines for Rehabilitating Historic Buildings.
Attend one public hearing regarding the project as it relates to CEQA.
25% In-Progress Schematic Design
ao Prepare Schematic Design to 25%
Produce and submit 5 sets of inrprogress schematic drawings tO City.
Prepare Fee PropOsal for completion of Schematic Design phase through
Construction Administration phase (using 25% Schematic Design and Conceptual
Design Construction Cost Estimate as basis for preparing the scope and hours).
Submit Fee Proposal to the ci~ ~and me~t to discuss, if necessary.
Task 6. Completion of Schematic Design
a.Continue preparation of Schematic Design to 50%
Present 50% Schematic Design to City. Produce and submit 5 sets of drawings.
Meet with City representatives to discuss 50% Schematic Design and review
comments (one meeting)
Prepare Schematic Design to 100%
1)Develop Specifications Contents for project, including basic systems and
materials
e=Present 100% Schematic Design to City. Produce and submit 5 sets of drawings,
Work with Cost Estimator to prepare Cost Estimate based on 100% Schematic
Design
Review City comments on 100% Schematic Design and Estimate
ARCHITECTURAL RESOURCES GROUP
Architects, Planners & Conservators, Inc.
PALO ALTO CHILDREN’S LIBRARY EXPANSION
July 19, 2001
Task 7. Design Development
ao
bo
ho
Based on approved Schematic Design, prepare Design Development drawings to
50%
Submit 5 sets of 50% Design Development drawings to City.
Meet with City representatives to discuss 50% Design Development drawings and
review comments (one meeting)
Prepare Design Development drawings to 100%
Conduct materials research / Begin preparation of specifications
Submit 5 sets of 100% Design Development drawings and in-progress
specifications to City.
Work with Cost Estimator to prepare Cost Estimate based on Design Development
documents.
Review City comments on 100% Design Development documents and Cost
Estimate
Task 8. Construction Documents
Co
do
Prepare Construction Documents to 50%
Submit 5 sets of 50% Construction Documents (drawings and specifications) to
City
Meet with City to discuss 50% Construction Documents and review comments (one
meeting)
Prepare Construction Documents to 100%
Submit 5 sets of 100% Construction Documents to City
Work with Cost Estimator to prepare Cost Estimate based on 100% Construction
Documents
ARCHITECTURAL I~ESOURCES GKOUP
Architects, Planners & Conservators, Inc.
PALO ALTO CHILDREN’S LIBRARY EXPANSION
July 19, 2001
go
ho
Receive comments from City on 100% Construction Documents and make revisioias
based on comments.
Submit one reproducible set of final 100% Construction Documents and Cost
Estimate to the City
Task 9. Bidding and Construction Administration
bo
Assist City andlor its Construction Management consultant in obtaining bids.
Respond to questions from bidders.
Provide services during construction including but not limited to: submittal review,
requests for information (RFIs), clarifications; and change orders. Attend bi-weekly
(every two weeks) job site meetings, punch list and substantial completion site
visits.
ARCHITECTURAL RESOURCES GROUP
Architects, Planners & Conservators, Inc.
PALO ALTO CHILDREN’S LIBRARY EXPANSION
July 19, 2001
IV.Fee Proposal
Discussion of Fee Structure
As we discussed you and Kent Steffens in the meeting on June 25, we expect the fee for the Palo
Alto Children’s Library Expansion project to be structured in two phases. The fee structure
¯ would be:
Phase I: Tasks 1 through 5 (Site Assessment through 25% Schematic Design).
The fee for these tasks is based on the enclosed detailed scope proposal with associated hours for
ARG staff, as well as the lump-sum consultant fees, on the following pages. The fee can be
further broken down, if necessary, to conform to available monies:
$109,455 for Tasks 1-4 (Site Assessment, Building Evaluation, Conceptual Design, and CEQA
clearance tasks), including estimated reimbursable expenses.
$24,930 for Task 5 (25% In-Progess Schematic Design), including estimated reimbursable
expenses.
Renderings, models, or brochures for public presentation and/or fundraising purposes are not
included in the scope of work. Fees for this work would be negotiated as required as the project
proceeds.
Additional meetings in excess of those included in the Scope of Work will be invoiced at ARG’s
standard hourly billing rates (see attached sheet)
The proposed scope and fee includes review of existing geotechnical reports supplied by the
City. Geotechnical investigation of site conditions is not included.
Site topographic and utilities survey is not included in the scope of work, although this will be
required by the Schematic Phase of the project.
ARCHITECTURAL RESOURCES GROUP
Architects, Planners & Conservators, Inc.
EXHIBIT "B"
O<[" o