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HomeMy WebLinkAbout2001-11-13 City Council (14)City of Palo Alto City Manager’s Report TO:HONORABLE CITY COUNCIL 8 FROM: DATE: SUBJECT: CITY MANAGER DEPARTMENT: COMMUNITY SERVICES NOVEMBER 13, 2001 CMR:402:01 APPROVAL OF CONTRACT IN THE AMOUNT OF $90,000 WITH GROUP 4 ARCHITECTURE, RESEARCH AND PLANNING INC. FOR PROFESSIONAL SERVICES TO CONDUCT A SITE FEASIBILITY STUDY OF THE LAND OCCUPIED BY THE MITCHELL PARK LIBRARY AND COMMUNITY CENTER RECOMMENDATION Staff recommends that Council: 1. Approve and authorize the Mayor to execute the attached contract with Group 4 Architecture, Research and Planning Inc. (Group 4) in the amount of $90,000 to conduct a site feasibility study of the area occupied by the Mitchell Park Library and Community Center. 2.Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with Group 4 for related, additional but unforeseen work, which may develop during this site feasibility phase of the project, the total value of which shall not exceed $9,000. DISCUSSION Pr0iect Description This project will explore, with City staff and the community, a broad range of facility, programmatic and cost options for expanded library and recreation functions at Mitchell Park. The study will develop site alternatives that include, but are not limited to: ¯Replacement of the existing buildings with one new building, which houses both programs and provides for shared use of space where practical. ¯Renovation and expansion of both buildings, potentially linking them with new construction. ¯Replacement of the library or replacement of both library and community center with new structures. CMR: 402:01 Page 1 of 4 The study will also examine parking, circulation, and pedestrian and bicycle safety access on the site. Sustainability and green building options will also be considered. This study will advance through a rigorous public process that will include at least two community input meetings, no less than two meetings with each pertinent City board and commission, and a Council meeting that will seek approval of a recommended site option. Steering this project is the Mitchell Park Site Committee which is comprised of representatives from: ¯Library Advisory Commission ¯Park and Recreation Commission ¯Users of the facilities ¯PAUSD libraries ¯Art Center Foundation ¯Youth Advisory Committee ¯City staff, including representatives from Community Services, Public Works, and Planning and Transportation Departments. The committee’s charge is to set agendas for public meetings, provide guidance and information to Group 4 as required, and to keep the project on schedule. The scope of the professional services to be provided under this contract agreement are the following: Prepare a site analysis that will identify the opportunities and constraints of the site. Develop a broad range of conceptual programmatic and site alternatives using public input and information derived from the New Library Plan and completed programmatic spatial studies of the Mitchell Park Library and the Community Center. 3. Develop final site options. Again, through public and board and commission input, the consultant will reduce the number of options to be studied and prepare a draft recommendation for building and parking options, project cost, schedule and site development options. 4. Develop and submit a final report that will provide for an executive summary, study methodology, project goals including green architecture, site analysis, summary and cost estimates for all final options, and a final recommendation. Selection Process On July 13, 2001, staff sent a request for qualifications (RFQ) to architecture and CMR: 402:01 Page 2 of 4 planning firms from around the country. The qualifications period was 28 days. Seventeen firms submitted qualifications. The Project Site Committee reviewed all qualifications and selected the four most qualified companies to submit full proposals (RFP). A pre-proposal meeting was held on August 27, 2001 at the Mitchell Park site. All four selected firms participated in the meeting. All proposals were received by the closing date of September 12, 2001. The Project Site Committee held interviews, with each of the candidates, on September 17, 2001. Using evaluation criteria, which included experience in library design, recreation facility design, public process, building sustainability, and quality and creativeness of the RFP submittal, the committee unanimously selected Group 4 as the best qualified for the project. Staff opened contract negotiations with Group 4 on September 24 and completed negotiations on September 27. RESOURCE IMPACT Funding for this project is available in the fiscal year 2001-02 Community Services General Fund budget. Staff resources have been delegated towards this project and no additional resources are required at this time. POLICY IMPLICATIONS The award of this contract does not represent any change to existing City policies. TIMELINE The site feasibility phase of this project will commence at contract signing and is expected to end in March 2002. Once the site feasibility study is complete, the conceptual design process must be implemented in order to accurately establish costs for the f’mal project. At the sole discretion of the City Manager, should Group 4 Inc.’s site feasibility work be satisfactory, staff may amend this contract to develop conceptual designs and construction drawings for the project. ENVIRONMENTAL REVIEW This phase of the project is categorically exempt from California Environmental Quality Act. An environmental study will be implemented should the project proceed to design and construction phases. ATTACHMENTS Attachment A:Contract CMR: 402:01 Page 3 of 4 PREPARED BY:~ RICHARD Deputy D Community Services DEPARTMENT HEAD: PAUL THILTGEN Director of Community Services CITY MANAGER APPROVAL: HARRISON Assistant City Manager CMR: 402:01 Page 4 of 4 CONTRACT NO. BETWEEN THE CITY OF PALO ALTO AND GROUP 4 ARCHITECTURE, RESEARCH AND PLANNING, INC. FOR CONSULTING SERVICES This Contract No. is entered into , by and between the CITY OF PALO ALTO, a chartered city and a municipa! corporation of the State.of California ("CITY"), and GROUP 4 ARCHITECTURE, RESEARCH AND PLANNING, INC., a California corporation, located at 301 Linden Avenue, South San Francisco, CA 94080 ("CONSULTANT"). RECITALS: WHEREAS, CITY desires certain professional consulting services ("Services") and the preparation and delivery of, without limitation, one or more sets of documents, drawings, maps, plans, designs, data, calculations, surveys, specifications, schedules or other writings ("Deliverables") (Services and Deliverables are, collectively, the "Project"), as more fully described in Exhibit "A"; and WHEREAS, CITY desires to engage CONSULTANT, including its emp!oyees, if any, in providing the Services by reason of its qualifications and experience in performing the Services, and CONSULTANT has offered to complete the Project on the terms and in the manner set forth herein; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Contract, the parties agree: SECTION i. TERM I.I This Contract will commence on the date of its execution by CITY, and wil! terminate upon the completion of the Project, unless this Contract is earlier terminated by CITY. Upon the receipt of CITY’s notice to proceed, CONSULTANT wil! commence work on the initia! and subsequent Project tasks in accordance with the time schedule set forth in Exhibit "A". In the event that the Project is not completed within the time required through any fault of CONSULTANT, CITY’s city manager will have the option of extending the time schedule for any period of time. This provision will not preclude the recovery of damages for delay caused by CONSULTANT. // ! 011031 sm 0052855 1.2 The CONSULTANT’s services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the work. The CONSULTANT shall submit for the CITY’s approva! a schedule for the performance of the CONSULTANT’s services which may be adjusted as the Project proceeds, and shal! include al!owances for periods of time required for the CITY’s review and for the Project. Time limits established by this schedule approved by the CITY shal! not, except for reasonable cause, be exceeded by the CONSULTANT or CITY. SECTION 2.SCOPE OF PROJECT; CHANGES & CORRECTIONS 2.1 The scope of Services and Deliverables constituting the Project will be performed, delivered or executed by CONSULTANT under the phases of the Basic Services as described below. 2.2 CITY may order substantial changes in the scope or character of the Basic Services, the Deliverables, or the Project, either decreasing or increasing the amount of work required of CONSULTANT. In the event that such changes are ordered, subject to the approva! of CITY’s City Council, as may be required, CONSULTANT will be entitled to full compensation for all work performed prior to CONSULTANT’s receipt of the notice of change and further wil! be entitled to an extension of the time schedule. Any increase in compensation for substantia! changes wil! be determined in accordance with the provisions of this Contract. CITY wil! not be liable for the cost or payment of any change in work, unless the amount of additiona! compensation attributable to the change in work is agreed to, in writing, by CITY before CONSULTANT commences the performance of any such change in work. 2.3 Where the Project entails the drafting and submission of Deliverables, for example, construction plans, drawings, and specifications, any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY before invitations to bid on a construction project (for which the Deliverables are required) are distributed by CITY, will be corrected by CONSULTANT at no cost to CITY, provided CITY gives notice to CONSULTANT. 2.4 Any and all errors, omissions, or ambiguities in the Deliverables, which are discovered by CITY after the construction contract is awarded by CITY, wil! be performed by CONSULTANT, as follows: (a) at no cost to CITY insofar as those Services, including the Basic Services or the Additional Services, as described be!ow, ~r both, will result in minor or nonbeneficial changes in the construction work required of the construction contractor; or (b) at CITY’s cost insofar as those Services, 011031 sm 0052855 2 including the Basic Services or the Additional Services, or both, wil! add a direct and substantia! benefit to the construction work required of the construction contractor. The project manager in the reasonable exercise of his or her discretion wi!l determine whether the Basic Services or the Additional Services, or both, will contribute minor or substantial benefit to the construction work. SECTION 3. QUALIFICATIONS, STATUS, AND DUTIES OF CONSULTANT 3.1 CONSULTANT represents thatit has the expertise and professional qualifications to furnish or cause to be furnished the Services and Deliverables. CONSULTANT further represents that the project director and every individua!, including any consultant (or contractors), charged with the performance of the Services are duly licensed or certified by the State of. California, to the extent such licensing or certification is required by law to perform the Services, and that the Project will be executed by them or under their supervision. CONSULTANT wil! furnish to CITY for approval, prior to execution of this Contract, a list of al! individuals and the names of their emp!oyers or principals to be employed as consultants. 3.2 In reliance on the representations and warranties set forth in this Contract, CITY hires CONSULTANT to execute, and CONSULTANT covenants and agrees that it will execute or cause to be executed, the Project. 3.3 CONSULTANT will assign Wayne Gehrke as the project director to have supervisory responsibility for the performance, progress, and execution of the Project. Dawn Merkes will be assigned as the project coordinator who will represent CONSULTANT during the day-to-day work on the Project. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director or project coordinator for any reason, the appointment of a substitute project director or substitute project coordinator wil! be subject to the prior written approval of the project manager. 3.4 CONSULTANT represents and warrants that it will use professional care to: 3.4.1 Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract and any materials used in CONSULTANT’s performance of the Services; 3 011031 sm 0052855 3.4.2 At all times observe and comply with, and cause its employees and consultants, if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 3.4.3 Will report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to the Deliverables. 3.5 Any Deliverables given to, or prepared or assembled by, CONSULTANT or its consultants, if any, under this Contract will become the property of CITY and will not be made available to any individual or organization by CONSULTANT or its consultants, if any, without the prior written approval of the city manager. 3.6 CONSULTANT will provide CITY with copies of any documents which are a part of the Deliverables upon their completion and acceptance by CITY and in accordance with Exhibit 3.7 If CITY requests additional copies of any documents which are a part of the Deliverables, CONSULTANT wil! provide such additional copies and CITY will compensate CONSULTANT for its duplicating costs. 3.8 CONSULTANT will be responsible for employing or engaging al! persons necessary to execute the Project. Al! consultants of CONSULTANTwill be deemed to be directly controlled and supervised by CONSULTANT, which wil! be responsible for their performance. If any emp!oyee or consultant of CONSULTANT fails or refuses to carry out the provisions of this Contract or appears to be incompetent or to act in a disorderly or improper manner, the emp!oyee or consultant will be discharged immediately from further performance under this Contract on demand of the project manager. 3.9 In the execution of the Project, CONSULTANT and its consultants, if any, will at al! times be considered independent contractors and not agents or employees of CITY. 3.10 CONSULTANT will perform or obtain or cause to be performed or obtained any and all of the fol!owing Additional Services, not included under the Basic Services, if so authorized, in writing, by CITY: 011031 sm 0052855 3.10.1 Providing services as an expert witness in connection with any public hearing or meeting, arbitration proceeding,or proceeding of a court of record; 3.10.2 Incurring travel and subsistence expenses for CONSULTANT and its staff beyond those normally required under the Basic Services; 3.10.3 Performing any other Additional Services that may be agreed upon by the parties subsequent to the execution of this Contract; and 3.10.4 Other Additional Services now or hereafter described in Exhibit "A" to this Contract. 3.11 CONSULTANT will be responsible for employing al! consultants deemed necessary to assist CONSULTANT in the performance of the Services. The appointment of consultants must be approved, in advance, by CITY, in writing, and must remain acceptable to CITY during the term of this Contract. SECTION 4. DUTIES OF CITY 4.1 CITY will furnish or cause to be furnished the services listed in Exhibit ’~’ and such information regarding its requirements applicable to the Project as may be reasonably requested by CONSULTANT. 4.2 CITY will review and approve, as necessary, in a timely manner the De!iverables and each phase of work performed by CONSULTANT. CITY’s estimated time of review and approva! will be furnished to CONSULTANT at the time of submission of each phase of work. CONSULTANT acknowledges and understands that the interrelated exchange of information among CITY’s various departments makes it extremely difficult for CITY to firmly establish the time of each review and approval task. CITY’s failure to review and approve within the estimated time schedule will not constitute a default under this Contract. 4.3 The city manager will represent CITY for all purposes under this Contract. Richard James is designated as the project manager for the city manager. The project manager wil! supervise the performance, progress, and execution of the Project, and will be assisted by Mary Jo Levy, the Director of Libraries. 4.4 If CITY observes or otherwise becomes aware of any default in the performance of CONSULTANT, CITY wil! use reasonable- 011031 sm 0052855 efforts to give written notice thereof to CONSULTANT in a timely manner. SECTION 5. COMPENSATION 5.1 CITY will compensate CONSULTANT for the following services and work in accordance with Exhibit "B". 5.1.1 In consideration of the full performance of the Basic Services, including any authorized reimbursable expenses, CITY will pay CONSULTANT a fee not to exceed Eighty Six Thousand Dollars for services and Four Thousand Dollars for expenses for a total not to exceed Ninety Thousand Dollars ($90,000). The amount of compensation will be calculated in accordance with the hourly rate schedule set ~forth in Exhibit "B", on a time and materials basis, up to the maximum amount set forth in this Section. The fees of the consultants, who have direct contractual relationships with CONSULTANT, will be approved, in advance, by CITY. CITY reserves the right to refuse payment of such fees, if such prior approval is not obtained by CONSULTANT. 5.1.2 In consideration of the full performance of Additional Services, the amount of compensation set forth in Exhibit "B" will not exceed Ten Thousand Dollars ($I0,000). 5.1.3 The full payment of charges for extra work or changes, or both, in the execution of the Project wil! be made, provided such request for payment is initiated by CONSULTANT and authorized, in writing, by the project manager. Payment will be made within thirty (30) days of submission by CONSULTANT of a statement, in triplicate, of itemized costs covering such work or changes, or both. Prior to commencing such extra work or changes, or both, the parties wil! agree upon an estimated maximum cost for such extra work or changes. CONSULTANT will not be paid for extra work or changes, including, without limitation, any design work or change order preparation, which is made necessary on account of CONSULTANT’s errors, omissions, or oversights. 5.1.4 Direct personnel expense of employees assigned to the execution of the Project by CONSULTANT will include only the work of architects, engineers, designers, job captains, surveyors, draftspersons, specification writers and typists, in consultation, research and design, work in producing drawings, specifications and other documents pertaining to the Project, and in services rendered during construction at the site, to the extent such services are expressly contemplated under this Contract. Included in the cost of direct personnel expense of these emp!oyees are salaries and mandatory and customary benefits such as statutory employee 6 011031 sm 0052855 benefits, insurance, sick leave, holidays and vacations, pensions and similar benefits. 5.2 The schedule of payments will be made as follows: 5.2.1 Payment of the Basic Services will be made in monthly progress payments in proportion to the quantum of services performed, or in accordance with any other schedule of payment mutually agreed upon by the parties, as set forth in Exhibit "B", or within thirty (30) days of submission, in triplicate, of such requests if a schedule of payment is not specified. Fina! payment will be made by CITY after CONSULTANT has submitted al! Deliverables, including, without limitation, reports which have been approved by the project manager. 5.2.2 Payment of the Additional Services will be made in monthly progress payments for services rendered, within thirty (30) days of submission, in triplicate, of such requests. 5.2.3 No deductions will be made from CONSULTANT’s compensation on account of penalties, liquidated damages, or other sums withheld by CITY from payments to genera! contractors. SECTION 6. ACCOUNTING, AUDITS, OWNERSHIP OF RECORDS 6.1 Records of the direct personnel expenses and expenses incurred in connection with the performance of Basic Services and Additional Services pertaining to the Project will be prepared, maintained, and retained by CONSULTANT in accordance with generally accepted accounting principles and wil! be made available to CITY for auditing purposes at mutually convenient times during the term of this Contract and for three (3) years following the expiration or earlier termination of this Contract. 6.2 The originals of the Deliverables prepared by ~or under the direction of CONSULTANT in the performance of this Contract wil! become the property of CITY irrespective of whether the Project is completed upon CITY’s payment of the amounts required to be paid to CONSULTANT. These originals will be delivered to CITY without additional compensation. CITY will have the right to utilize any final and incomplete drawings, estimates, specifications, and any other documents prepared hereunder by CONSULTANT, but CONSULTANT disclaims any responsibility or liability for any alterations or modifications of such documents. CITY wil! fully indemnify and hold harmless Group 4 Architecture Research and Planning, Inc. and its officers, employees and consultants for the CITY reuse of the documents. 7011031 sm 0052855 SECTION 7. INDEMNITY 7.1 CONSULTANT agrees to protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents, from any and all demands, claims, or liability of any nature, including death or injury to any pe.rson, property damage or any other !oss, to the extent caused by or arising out of CONSULTANT’s, its officers’, agents’, consultants’ or employees’ negligent acts, errors, or omissions, or willful misconduct, or conduct for which applicable law may impose liability on CONSULTANT in the negligent performance of or failure to perform its obligations under this Contract. SECTION 8.WAIVERS 8.1 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Contract or of the provisions of any ordinance or law will not be deemed to be a waiver of any such covenant, term, condition, provision, ordinance, or law or of any subsequent breach or violation of the same or of any other covenant, term, condition, provision, ordinance or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder wil! not be deemed to be a waiver of any preceding breach or violation by the other party of any covenant, term, condition or provision of this Contract or of any applicable law or ordinance. 8.2 No payment, partial payment, acceptance, or partial acceptance by CITY wil! operate as a waiver on the part of CITY of any of its rights under this Contract. SECTION 9. INSURANCE 9.1 CONSULTANT, at its sole cost and expense, will obtain and maintain, in full force and effect during the term of this Contract, the insurance coverage described in Exhibit "C", insuring not only CONSULTANT and its consultants, if any, but also, with the exception of workers’ compensation, employer’s liability and professiona! liability insurance, naming CITY as an additional insured concerning CONSULTANT’s performance under this Contract. 9.2 All insurance coverage required hereunder will be provided through carriers with Best’s Key Rating Guide ratings of A:VII or higher which are admitted to transact insurance business in the State of California. Any and all consultants of CONSULTANT retained to perform Services under this Contract will obtain and maintain, in full force and effect during the term of this 8 011031 sm 0052855 Contract, insurance coverage, naming CITY as an additional insured under such policies as required above. 9.3 Certificates of such insurance, preferably on the forms provided by CITY, wil! be filed with CITY concurrently with the execution of this Contract. The certificates will be subject to the approval of CITY’s risk manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled by the insurer except after filing with the CITY’s city clerk thirty (30) days prior written notice of such cancellation, and that the City of Palo Alto is named as an additional insured except in policies of workers’ compensation, emp!oyer’s liability, and professional liability insurance. Current certificates of such insurance wil! be kept on file at al! times during the term of this Contract with the city clerk. 9.4 The procuring of such required policy or policies of insurance wil! not be construed to limit CONSULTANT’s liability hereunder nor to fulfil! the indemnification provisions of this Contract. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the ful! and total amount of any damage, injury, or loss caused to the extent caused by or directly arising as a result of Services negligently performed under this Contract, including such damage, injury, or loss arising after the Contract is terminated or the term has expired. SECTION. 10. WORKERS’ COMPENSATION I0.i CONSULTANT, by executing this Contract, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it wil! comply with such provisions, as applicable, before commencing the performance of the Project. PROJECT SECTION II. TERMINATION OR SUSPENSION OF CONTRACT OR Ii.I The city manager may suspend the execution of the Project, in whole or in part, or terminate this Contract, with or without cause, by giving thirty (30) days prior written notice thereof to CONSULTANT, or immediately after submission to CITY by CONSULTANT of any completed item of Basic Services. Upon receipt of such notice, CONSULTANT wil! immediately discontinue its performance under this Contract. 9O11031 sm 0052855 11.2 CONSULTANT may terminate this Contract or suspend its execution of the Project by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantia! failure of performance by CITY or in the event CITY indefinitely withholds or withdraws its request for the initiation or continuation of Basic Services or the execution of the Project. 11.3 Upon such suspension or termination by CITY, CONSULTANT will be compensated for the Basic Services and Additiona! Services performed and Deliverab!es received and approved prior to receipt of written notice from CITY of such suspension or abandonment, together with authorized additional and reimbursable expenses then due. If the Project is resumed after it has been suspended for more than 180 days, any change in CONSULTANT’s compensation will be subject to renegotiation and, if necessary, approva! of CITY’s City Counci!. If this Contract is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY, as such determination may be made by the city manager in the reasonable exercise of her discretion. 11.4 In the event of termination of this Contract or suspension of work on the Project by CITY where CONSULTANT is not in default, CONSULTANT will receive compensation as fol!ows: 11.4.1 For approved items of services, CONSULTANT will be compensated for each item of service fully performed in the amounts authorized under this Contract. 11.4.2 For approved items of services on which a notice to proceed is issued by CITY, but which are not fully performed, CONSULTANT will be compensated for each item of service in an amount which bears the same ratio to the tota! fee otherwise payable for the performance of the service as the quantum of service’actually rendered bears to the services necessary for the full performance of that item of service. 11.4.3 The total compensation payable under the preceding paragraphs of this Section will not exceed the payment specified under Section 5 for the respective items of service to be furnished by CONSULTANT. 11.5 Upon such suspension or~termination, CONSULTANT will deliver to the city manager immediately any and all copies of the Deliverables, whether or not completed, prepared by CONSULTANT or its consultants, if anY, or given to CONSULTANT or its consultants, I0 011031 sm 0052855 if any, in connection with this Contract. become the property of CITY. Such materials will 11.6 The failure of CITY to agree with CONSULTANT’s independent findings, conclusions, or recommendations, if the same are called for under this Contract, on the basis of differences in matters of judgment, wil! not be construed as a failure on the part of CONSULTANT to fulfil! its obligations under this Contract. SECTION 12. ASSIGNMENT 12.1 This Contract is for the personal services of CONSULTANT, therefore, CONSULTANT will not assign, transfer, convey, or otherwise dispose of this Contract or any right, title or interest in or to the same or any part thereof without the prior ~written consent of CITY. A consent to one assignment wil! not be deemed to be a consent to any subsequent assignment. Any assignment made without the approva! of CITY wil! be void and, at the option of the city manager, this Contract may be terminated. This Contract wil! not be assignable by operation of law. SECTION 13.NOTICES 13.1 All notices hereunder will be given, in writing, and mailed, postage prepaid, by certified mail, addressed as fol!ows: To CITY:Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 14.CONFLICT OF INTEREST 14.1 In accepting this Contract, CONSULTANT covenants that it presently has no interest, and wil! not acquire any interest, direct or indirect, financia! or otherwise, which would conflict in any manner or degree with the ~performance of the Services. 14.2 CONSULTANT further covenants that, in the performance of this Contract, it wil! not emp!oy contractors or persons having such an interest mentioned above. CONSULTANT certifies that no one who has or will have any financial interest under this Contract is an officer or employee of CITY; this ii011031sm 0052855 provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. SECTION 15.NONDISCRIMINATION 15.1 As set forth in the Palo Alto Municipal Code, no discrimination wil! be made in the employment of persons under this Contract because of the age, race, color, nationa! origin, ancestry, religion, disability, sexual preference or gender of such person. If the value of thins Contract is, or may be, five thousand dollars ($5,000) or more, CONSULTANT agrees to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in emp!oyment, including completing the requisite form furnished by CITY and set forth in Exhibit "D". 15.2 CONSULTANT agrees that each contract for services from independent providers will contain a provision substantially as follows: "[Name of Provider] will provide CONSULTANT with a certificate stating that [Name of Provider] is currently in compliance with all Federal and State of California laws covering nondiscrimination in employment; and that [Name of Provider] will not discriminate in the employment of any person under this contract because of the age, race, color, nationa! origin, ancestry, religion, disability, sexual preference or gender of such person." 15.3 If CONSULTANT is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of Federa! law or executive order in the performance of this Contract, it will be in default of this Contract. Thereupon, CITY will have the power to cancel or suspend this Contract, in whole or in part, or to deduct the sum of twenty-five dollars ($25) for each person for each calendar day during which such person was subjected to discrimination, as damages for breach of contract, or both. Only a finding of the State of California Fair Employment Practices Commission or the equivalent federal agency or officer wil! constitute evidence of a breach of this Contract. // // 12 Oll03lsm 0052855 SECTION 16.MISCELLANEOUS PROVISIONS 16.1 CONSULTANT represents and warrants that it has knowledge of the requirements of the federal Americans with Disabilities Act of 1990, and the Government Code and the Health and Safety Code of the State of California, relating to access to public buildings and accommodations for disabled persons, and relating to facilities for disabled persons. CONSULTANT wil! comply with or ensure by its advice that compliance with such provisions will be effected pursuant to the terms of this Contract. 16.2 Upon the agreement of the parties, any controversy or claim arising out of or relating to this Contract may be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof. 16.3 This Contract will be governed by the laws of the State of California, excluding its conflicts of law. 16.4 In the event that an action is brought, the parties agree that trial’of such action wil! be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 16.5 The prevailing party in any action brought to enforce the terms of this Contract or arising out of this Contract may recover its reasonable costs and attorneys’ fees expended in connection with that action. 16.6 This document represents the entire and integrated Contract between the parties and supersedes al! prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 16.7 All provisions of this Contract, whether covenants or conditions, wil! be deemed to be both covenants and conditions. 16.8 The covenants, terms, conditions and provisions of this Contract will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants, as the case may be, of the parties. 16.9 If a court of competent jurisdiction finds or rules that any provision of this Contract or any amendment thereto is 13 011031 sm0052855 void or unenforceable, the unaffected provisions of this Contract and any amendments thereto will remain in full force and effect. 16.10 All exhibits referred to in this Contract and any addenda, appendices, attachments, and schedules which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Contract and will be deemed to be a part of this Contract. 16.11 This Contract may be executed in any number of counterparts, each of which will be an origina!, but al! of which together wil! constitute one and the same instrument. 16.12 This Contract is subject to the fiscal provisions of the Charter ofthe City of Palo Alto and the Palo Alto Municipal Code. This Contract will terminate without any penalty (a) at the end of any .fiscal year in the event that funds are not appropriated for the fol!owing 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 Contract are no longer available. This Section 16.12 will take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Contract. SECTION 17. MEDIATION 17.1 If a dispute arises out of or related to this Agreement, or the breach thereof, and if the said dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle this dispute in an amicable manner by mediation through a mutually agreed mediation service before having recourse to arbitration or a judicial form. // // -// // // // // // O11031. sm 0052855 14 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Contract on the date first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FORM: Ci%y Attorney APPROVED: Assistant City Manager Director of Administrative Services Director of Community Services Risk Manager Mayor GROUP 4 ARCHITECTURE., RESEARCH AND PLANNING, INC. By: Name: Title: By: Name Title: Taxpayer Identification No. Attachments : EXHIBIT "A" : EXHIBIT "B": EXHIBIT "C" : EXHIBIT "D": (Compliance with Corp. Code § 313 is required if the entity on whose behalf this contract is signed is a dorporation. In the alternative, a certified corporate resolution attesting to the signatory authority of the individuals signing in their respective capacities is acceptable) SCOPE OF PROJECT &TIME SCHEDULE RATE SCHEDULE INSURANCE NONDISCRIMINATION COMPLIANCE FORM 15011031 sm 0052855 CERTIFICATE OF ACKNOWLEDGMENT (Civi! Code ~ 1189) On //, 2001, before me, the undersigned, a Notary Public in and fore, said County and State, personally appeared I{~g/u’~ ~h~~ El p ~’ ~n~fF~ Pg, ~/7;~ , personally known to me or proved 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 he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Nota~i Public RICARDO J. GORDILLO COMM. # 1215884 ~L~}’~ NOTARY PUBLIC-CALIFORNIA SAN MATEO COUNTY |~~_COMM. EXP. APRIL l:i, 2003 011031 sm 0052855 16 CERTIFICATE OF ACKNOWLEDGMENT (Civi! Code ~ 1189) STATE OF ) )SS. COUNTY OF ) On , 2001, before me, the undersigned, a Notary Public in and for said County and State, personally appeared , personally known tome or proved to me on the basisof satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature of Notary Public 17 Oll031sm 0052855 EXHIBIT A SCOPE OF SERVICES I 1.0 2.0 II 1.0 1.1 1.2 1.3 1.4 1.5 1.6 1.7 THE PROJECT The Project shall consist of architectural services for a library and commtmity center to be located in the eastem portion of Mitchell Park on Middlefield Road in Palo Alto, California. The Library is estimated to be up to 55,000 square feet in size and the Community Center is estimated to be between 7,500 square feet and 30,000 square feet in size. The Project includes the associated parldng and site work in the eastem portion of Mitchell Park. In choosing the Consultant, the City has sdected a consultant with knowledge and professional skills for the Scope of Basic Services as stated below, for additional predesign and conceptual design services and for full architectural and interior design services from Schematic Design through Post Construction Services. The City, at its sole discretion may authorize Additional Services and Compensation and/or contract amendments to increase the scope of Services to include services through Post Construction project or through intermediate project phases. RESPONSIBILITIES OF CITY In addition to the responsibilities described in Section 4 of the Agreement,. the City shall provide the following services and information if necessary. The Consultant shall be entitled to rely upon information and services provided by the City. Library and Community Center Building Program and the services of Programming Consultants. Geotechnical Engineering ServiceS. Land Surveying Services. Public Finance Consultant.. Municipal Election Consultants. Traffic "Engineering Consultants. Testing and Surveys for Hazardous Materials. III 1.0 1.1 1.1.1 1.1.2 1.1.3 SCOPE OF BASIC SERVICES The Consultant’s Basic Services shall consist of the services described in Paragraphs llI 1.0 through 1.5.5. For initial professional services for this Project, the Consultant’s Basic Services shall include only the services of a cost estimator. Through Additional Services and Compensation or through Amendments to this Agreement, the City may add the services of additional sub-consultants. PROJECT EVITIATION PHASE The Consultant shall prepare a Project Directory and a draft Work Plan_ The Consultant shall review City-provided Project Data The Consultant shall conduct Proj oct Management Team (PMT) Meeting 1. M:\Prooosals\2001\296 Palo Alto Mitchell Park Librarv\ContractkEXHIBIT-A.doc [~afle 1 1.1.4 The Consultant shall prepare Final Work Plan and Commtmity Participation Plan Deliverables: Final Work Plan and Community Participanon Plan 1.2 SITE ANALYSIS PHASE 1.2.1 The Consultant shall conduct Site Analysis to identify opportunities and constraints. 1.2.2 The Consultant shall conduct PMT Meeting 2 to discuss Site Analysis and plan Commtmity Meeting 1. 1.2.3 The Consultant shall prepare exhibits for Community Meeting 1. 1.2.4 The Consultant shall conduct Community Input Meeting 1. 1.2.5 The Consultant shall prepare notes from Community Meeting 1. Deliverables: Site Analysis Drawing and Summary of Community Meenng 1. 1.3 OPTION DEVELOPMF27T PHASE 1.3.1 1.3.2 The Consultant shall conduct PMT Meeting 3 followed by PSC Meeting 2 to review first public meeting and set site planning goals; set Green Building goals for Project. The Consultant shall develop a range of Conceptual Programmatic and Site Altematives, which include par-king and circulation requirements for the specified site, as well as the renovation and add-on to existing buildings. The Consultant shall prepare site plans illustrating up to 8 options including: 1.3.2.1 Replacement of the Library or both buildings with larger new structures. 1.3.2.2 Renovation and expansion of both buildings, potentially lirfldng them with new construction. 1.3.2.3 Replacement of existing buildings with one new building which houses both institutions and provides for shared use of space where practical. The Consultant shall prepare graphics for PMT Meeting 4. The Consultant shall conduct PMT Meeting 4 followed by PSC Meeting 3 to present and evaluate options and to plan the first Community Meeting. 1.3.5 The Consultant shall revise the selected options and prepare presemation graphics for Community Meeting 2. 1.3.6 The Consultant shall conduct Community Input Meeting 2. 1.3.7 The Consultant shall conduct PMT Meeting 5 followed by PSC Meeting 4 to review Community Meeting 2 and plan the next steps. 1.3.8 The Consultant shall present the Site Evaluation and selected options to the Planning and Transportation Commissions; to a joint meeting of the Library Advisoiy Board and Par’ks and Recreation Commissions; and to a joint meeting of the Architectural Review Board and the Historical Resources Board. Deliverables: Graphic Site Plans illustrating selected Development Options. M:\Pm[~osals\2001 \296 Palo Alto Mitchell Park Librarv\Contrad\EXHIBIT-A.doc oaee 2 1.4.4 1.4.5 1.4.6 Deliverables: FINAL OPTIONS PHASE The Consultant shall Revise selected Options based on City’s direction, commtmity hput, and boards and commission input. The Consultant shall prepare Project Cost models for each Option. The Consultant shall prepare draft Final Recommendations for Building Program, Project Cost, Schedule, and Site Development Options. The City will provide direction to the Consultant for Building Program Options. The Consultant shall prepare exhibits for Commission and Boards. The Consultant shall conduct PMT Meeting 6 followed by PSC Meeting 5. The Consultant shall present the Options and selected options to the Planning and Transportation Commissions; to the Library Advisory Board and Par’ks and Recreation Commissions; and to a joint meeting of the Architectural Review Board and the Historical Resources Board Draft Final Recommendations Report. 1.5 FINAL REPORT PHASE 1.5.1 The Consultant shall conduct PMT Meeting 7 followed by PSC Meeting 6 to review Boards and Commissions Meeting and provide direction to the Consultant for Final Recommendations and to Plan the City Council meeting. 1.5.2 The Consultant shall develop final illustrative Site Plans and final Options. 1.5.3 The Consultant shall update Project Budgets. 1.5.4 The Consultant shall prepare final Graphics for City Council presentation. 1.5.5 The Consultant shall present the Final Recommendations to the City Council Deliverables: Graphic exhibits including illustrative Site Plan a~wl diagrammatic Building Plans, the size of the plan for recommended Options. Final Recommendation Report to include statement of study methodology, summary of opaons reviewed and cost estimates, and final recommendations. IV 1.0 2.0 3.0 4.0 5.0 6.0 7.0 8.0 ADDITIONAL SERVICES: The following services are not included in the Consultanfs Basic Services and shall be provide~ for additional compensation, if directed by the City. Engineering and environmental studies. Additional meetings and presentations Perspective renderings. Scale models. Green building analysis and guidelines. Detailed design drawings. Services of consultants other than cost estimating consultants. Other services not specifically identified under Basic Services above. M:\Prooosals\2001\296 Pain Alto Mitchell Park LibrarvkContractkEXHIBIT-A.doc oane 3 EXHIBIT B COMPENSATION (VERSION 2) 1.2 COMPENSATION FOR BASIC SERVICES For the Basic Services described in Paragraphs llI 1.0 through 1.5.5 of Exhibit A, a Lump Sum Fee of Eighty Six Thousand Dollars ($86,000.00). Payments to the Contractor for Basic Seivices shall be made monthly in proportions to the services rendered and shall not exceed the following amount per project phase: Project Initiation: Site Analysis: Option Development: Final Option: Final Report Total Basic Compensation: $ 5,400 $13,100 $27,500 $27,500 $12.500 $86,000 2.2 2.3 COMPENSATION FOR ADDITIONAL SERVICES For Additional Senrices described in Paragraphs IV 1.0 through 8.0, the City shall compensate the Contractor in addition to Compensation for Basic Service on an hourly basis in proportion to services rendered according to the following schedule. Hourly raates shall be adjusted annually. Principal-In-Charge $135.00 Project Manager $115.00 Professional I $105.00 Professional II $ 95.00 Professional llI $ 85.00 Technical I $ 95.00 Technical II $ 85.00 Technical 1II $ 75.00 Technical IV $ 65.00 Project Support $ 60.00 Subconsultants to the Contractor at a rate of one and one-tenth (1.10) times the amounts billed to the consultant. Compensation for additional Project Meetings shall be billed at a Fixed Fee per meeting at the following rates: PMT Meeting Only $ 800 PSC Meeting Only $ 900 PMT & PSC Combined Meeting $1,200 Board or Commission Presentation $1,800 COMPENSATION FOR REIMBURSABLE EXPENSES Reimbursable expenses are in addition to compensation for Basic and Additional Services in Exhibit A and include expenses incurred by the Contractor.. and sub-consultants in the interest of the project, as identified in the following clauses. 3.2 3.3 Reimbursable Expenses related to the Project, whether for in-house, consultant or client use, are billable at 1.10 times direct cost or at the rates indicated below. Such costs include, but are not necessarily limited to: ¯CAD plotting of Check Sets and Presentation Drawings: $2.00 per square foot.¯Outside service printing/copying of drawings and documents of any size. ¯In-house black and white printing/copying of drawings larger than 1 l"x 17": $.50 per square foot. ¯In-house black and whitephoto-copying for draft and final reports and specifications: $.20 per page ¯Software purchase and licensure on behalf of the client. ¯Postage, delivery and messenger service. ¯Photographic and digital imaging, including color and gray scale copies of any size. ¯Overtime expenses with prior client approval. ¯Architectural renderings and scale models. ¯Travel expenses outside the Bay Area. ¯Sub-consultant costs. ¯Presentation boards. ¯Facilitation tools. ¯Workshop accessories. ¯Workshop facilitation materials. ¯Travelexpenses The following expenses are included in the hourly billing rates and are not billed separately: ¯In-house printing/copying of 11" x 17" or smaller for in-home and consultant use, except as indicated above ¯Telephone and fax usage Compensation for Reimbursable Project Expenses shall not exceed Four Thousand Dollars ($4,000) without approval by the City. The City and the Consultant agree that the rates for Basic and Additional Services and Reimbursable Expenses, including Sub-consultant and reimbursable expenses marknap, shall be reviewed and adjusted for future project phases. PART !1 - PROPOSER¯ INFORMATION Addenda ¯ SECTION 300A O. Pc During the Proposal process there may be changes to the Proposal document~, Which would require an issuance of an addendum or addenda.. City disclaims any ann all liability for !oss, or damage to any- Proposer Who does not receive any addendum i~sued by City in connection with this RFP. Any Proposer in submitting a Proposal isdeemed to waive any and all claims and demands P~oposer may have against City on account of the failure of delivery of any suchaddendum to Proposer. Any and all addenda issued by City shall be deemed includedin this RFP, and the provisions and instructions therein contained shall be incorporated to any Proposal submitted by Proposer. " To assure that all Proposers have receive~l each addendum, the foilowing acknowledgment and sign-oft is required. Fail.ure to ackridwledge receipt of an addendum/addenda may be considered ah irregularity in the Proposal: Addendumnumber(s)received:[~]l.; .[~]2; [~.3; []4; .I--]5; r]6; 1-]7; E~8;.[-]9 []No Addendum/Addenda Were Received (check.add initial). The Prol~oser represents that t I~as not retained a person to solicit or secure a City contract (upon an agreement0r understanding for a commissiofl, percentage, brokerage, or conting&nt fee) except for retefition of bona fide employee or bona fide established commercial sell ng agencies for the purpose securing business. ’. . . . of - Propose~’.s Designated Contact Name: Nayn~ Gehrke. F:;hone: 650.87:1". 0709 -Title:Principal 650.87).. 7911Fax: ¯The firm and individuals lis~ed below, certify that they do not discr!minate in employment With regards to " ’age, rac~, color, religion, sex, national origin, ancestry, disability, or sexual preference; that they are in ¯ compliance with all fec~eral, state, and local directives and executive-orders regarding nondiscrimina;~ion in employment. . The undersigned hereby agrees to, ~,nd -accepts the terms and conditions o{this RFP. ..,. Signatures (Must be the same signature(s) as will appear on Contract):. Wayne ~/ehrke o~es w. ul.erKes . (P[inted name of.signatory). ~,.(Printed name of signatory) (Title of sign’atory) /¯ (Title of signatory) Note: California Corporations Code Section 313 requires two corpo’rate o~cer~ to execute contracts. The signature of First Officer* must be one of the following: Ch.airma. n of the Board; President; orVice President,..The signatur~of the. Second Officer** must be one of the following: Secretary; Assistant Secretary; Chief Financial Officer; or As~istant’-’~easurer: In the alternative, a certified corporate resolution, attesting ~o the signatory authority of the ir~dividuals signing in their resp.e~tivecapac!tie~ is acceptable.¯ - Or, CITY OF PALO ALTO RFP NO. 138328 PAGE3 OF 4 ~RODUCER iDea!ey, Renton & Associates P. O. Box 12675 Oakland, CA 94604-2675 ~ 465-3090 h,~ORED Group 4 Architecture Research + Planning, Inc. 301 Linden Avenue South San Francisco, CA 94080 ~..u ..,. ~.~ ~ ~ "r[. DATE (MM/D D/Y3’)CERTIFICATE OF LIABILITY INSURANCE 0s/02/200 4 THIS CERTIFICATE IS ISSUED AS AMATTER OF INFORMATION ONLY AND CONFERS NO RIGHTSUPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE ,NSURERA:Hartford Casualty Insurance Co. INSURERB:American Automobile Ins. Co. ,NSURERc:Security Ins. Co. of Hartford INSURER D: INSURER E: ;OVERAGES ; THE POUCIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FORTHE POUCYPERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. AGGREGATE UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.POLICY t=FPI£CTIVE POLICY EXPIRATION .TR~ISR TYPE OF INSURANCE I POL1CYNUMBER DATE fMM/DD/YY~ ~ATe {MM/DD/YY) A GE NERAL LIABILFF~57S.BALT2278 07/18/01 07/18/02 ’07/18/01 07/18/02 07/01/02 X-~ COMMERCIAL GENERAL LIABILITY ~ CLAIMSMADE[--~ OCCUR GENt- AGGREGATE LIMIT APPLIES PER:x-q POL,oYl---IF--I LOO A ’ AUTOMOBILE liABILITY --~1ANYAUTO ALL OWNED AUTOS ~SCHEDULEDAUTOS HIRED AUTOS NON-OWNED AUTOS GARAGE LIAB I LIT’f --~ ANYAUTO ~:]CE SS LIABILITY MADt OCCUR [] CLAIMS ~.1DEDUCTIBLE I RETENTION S B WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY LIMITS EACH OCCURRENCE 1~2,000,000 F,RE DAMAGE (Any one fire~ sl, 000, 000 MEO EXP (Any one person) I$i0 , 000 PERSONAL &ADVINJURY S2 t 000 r 000 GENERAL AGGREGATE ~4, 0 0 0, 0 0 0 ..... PRODUCTS-COMP/OPAGG S/I t 000 /000 57SBALT2278 I WZP80885431 07/01/01 C~iability~THERprofessiona!! AEE0308452 07/12/01 07/12/02 DESCRI~ION OF OPERATtONSILOCATIONSIVEHIC~SIEXCLUSlONS AD DED BY EN DORSEMENT/SPECIAL PROVISIONS .THIS CERTIFICATE SUPERSEDES ALL PREVIOUS CERTIFICATES. RE: Palo Alto City offices. Certificate holder is an additional for General Liability per CG2010 attached. COMBINEDSINGLELIMIT $2 , 000 , 000(Ea ~ccident) BODILY INJURY(Per person) BODILY INJURY $~er &ccident) PROPERTY DAMAGE $(Per ~scident) AUTO ONLY- EAACClDENT $ OTHER THAN EA ACC AUTO ONLY:AGG $ EACH OCCURRENCE I $ AGGREGATE $ $ ¯ WC STATU-OTH X TORY t M TS E.L. EACH ACCIDENT/ $1 t 000 /, 000 E.L.DtSEASE-EAEMPLOYE~ $1 000 000 E.L. DISEASE- POL ICY LIMFI~ $1 f t , t-000 i000 $I,000,000 per claim $2,000,000 annl aggr. insured CERTIFICATE HOLDER I ! ADDFRONAL INSURSD: INSURER LETTER: City of Palo Alto 1 Attn: Johnella Walker 250 Hamilton Avenue, ist P.O. Box 10250 Palo Alto, CA 94301 ACORD 25-S (7/97)1 of 1 #M63271 Floor CANCELLATION SHO~J LD ANY IX=THE AB OrE DESCRIBED POUCIES BE CANOEU_E D BEFOF~ THE EXI~RATIO N DATETHEREOF,THE ISSUING INSURER WILL EN DEAVOR TO MAIL3_0__ DAYSWRITTEN NOTICETOTHE CERTiFIOA’i~ HOLDERNAMEDTOTHE LEF[, BUTFAILURE TO DOSOSHALL IMPOSE NO OBLIGATION OR LIABILITY OFANYKIND UPON THE INSURER,/’IS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRO= .$~ NTATIVE ~kT~T @ ACORD CORPORATION 198 POLICY NUMBER: 57SBALT2278 COMMERCIAL GENERAL LIABILIT~’~ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES or CONTRACTORS (FORM B) This endorsement modifies insurance pro~)ided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE NameofPersonorOrgani~ation: City of PaloAlto l Attn: Johne!la Walker 250 Hamilton Avenue, ist Floor P.O. Box 10250 Pa!o Alto, CA 94301 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work"’ for that insured by or for you. Schedule Cont.: City of Palo Alto, its officers, agents and employees PRIMARY INSURANCE: IT IS UNDERSTOOD AND AGREED THAT THIS INSURANCE IS PRIMARY AND ANY OTHER INSURANCE MAINTAINED BY THE ADDITIONAL INSURED SHALL BE EXCESS ONLY AND NOT CONTRIBUTING WITH THIS INSURANCE. SEVERABILITY OF INTEREST: IT IS AGREED THAT EXCEPT WITH RESPECT TO THE LIMIT OF INSURANCE, THIS COVERAGE SHALL APPLY AS IF EACH ADDITIONAL INSURED WERE THE ONLY INSURED AND SEPARATELY TO EACH INSURED AGAINST WHOM CLAIM IS MADE OR SUIT IS BROUGHT. WAIVER OF SUBROGATION: IT IS UNDERSTOOD AND AGREED THAT THE COMPANY WAIVES THE RIGHT OF SUBROGATION AGAINST THE ABOVE ADDITIONAL INSURED(S), BUT-ONLY AS RESPECTS THE JOB OR PREMISES DESCRIBED IN THE CERTIFICATE ATTACHED HERETO. NOTICE OF CANCELLATION: IT IS UNDERSTOOD AND AGREED THAT IN THE EVENT OF CANCELLATION OF THE POLICY FOR ANY REASON OTHER THAN NON-PAYMENT OF PREMIUM, 30 DAYS WRITTEN NOTICE WILL BE SENT TO THE CERTIFICATE HOLDER BY MAIL. IN THE EVENT THE POLICY IS CANCELLED FOR NON-PAYMENT OF PREMIUM, i0 DAYS WRITTEN NOTICE WILL BE SENT TO THE ABOVE. CG 2O 10 11 85